Caesars Entertainment Corp and Eldorado Resorts have announced they will hold separate but concurrent shareholder meetings on the morning of Friday 15 November to vote on their proposed US$17.3 billion merger.
The meetings, detailed in a joint SEC filing issued Friday, will see Caesars shareholders cast their vote at Caesars Palace in Las Vegas from 9am Pacific Time while Eldorado shareholders will converge on Eldorado Resort in Reno. At stake is one of the biggest corporate gaming industry deals in history, with Eldorado looking to acquire the entire outstanding share capital in Caesars by way of a US$7.2 billion cash payment, 77 million Eldorado common shares and the assumption of Caesars’ outstanding net debt.
If approved, Caesars will merge with Eldorado subsidiary Colt Merger Sub Inc and become a new wholly-owned Eldorado subsidiary existing under the Caesars name.
Also revealed in Friday’s filing were the identities of the 11 members that will comprise the merged entity’s board of directors — six from Eldorado’s current board and five from Caesars.
Eldorado’s contingent will include Chairman Gary Carano and CEO Thomas Reeg alongside David Tomick, Frank Fahrenkopf Jr, Michael Pegram and Bonnie Biumi, while Caesars will contribute Keith Cozza, Jan Jones Blackhurst, Don Kornstein, Courtney Mather and James Nelson.
While the merger isn’t expected to be completed until 2020, the two companies have wasted no time in streamlining their assets with Eldorado last month entering into an agreement with VICI Properties that, pending approvals, will see VICI acquire Harrah’s New Orleans, Harrah’s Atlantic City and Harrah’s Laughlin Hotel & Casino for a combined total of US$1.8 billion.
Caesars has already sold the Rio All-Suite Hotel & Casino for US$516.3 million and announced in August that it would no longer pursue an IR license in Japan. However, work is continuing on its Korean IR in Incheon which is due to open in 2021.
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