Global gaming giant Caesars Entertainment Corp and fellow US casino operator Eldorado Resorts, Inc have entered into a definitive merger agreement that will see Eldorado acquire the entire outstanding share capital in Caesars in one of the biggest corporate gaming industry deals in history.
The historic US$17.3 billion deal comes just a few months after billionaire investor Carl Icahn first flagged the prospect of a sale, having acquired a 28.5% stake in Caesars via a series of transactions starting late last year.
Under the terms of the merger agreement, Eldorado will pay a total of US$12.75 per share, comprising US$8.40 per share in cash and 0.0899 shares of Eldorado common stock for each Caesars share of common stock. That equates to US$7.2 billion in cash plus around 77 million Eldorado common shares and the assumption of Caesars’ outstanding net debt.
Eldorado and Caesars shareholders will hold approximately 51% and 49% respectively of the combined company’s outstanding shares, while the board of directors will consist of 11 members including six from Eldorado’s current board and five from Caesars.
Eldorado CEO Tom Reeg and Chairman Gary Carano will head up the new entity, which will be headquartered in Reno, however it will retain the Caesars name “to capitalize on the value of the iconic global brand and its legacy of leadership in the global gaming industry,” the companies said in a joint announcement.
Reeg revealed during the investor call that some of the entity’s combined 60-plus properties may be sold before the merger is complete, including some of Caesars’ Las Vegas Strip portfolio.
Discussing the company’s international strategy, which includes Caesars’ under-construction Korean integrated resort, Caesars Korea, in Incheon and pursuit of an IR license in Japan, Reeg said, “No firm decisions on international have been made yet. The opportunity internationally will have to be stupendous for us to run in that direction.”
The Caesars-Eldorado merger is expected to be closed by early 2020 but must first be cleared by legislators in multiple states and get the green light from shareholders.
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