Eldorado Resorts To Acquire Isle Of Capri Casinos In Approx. $1.7 Bln Deal

(RTTNews) - Eldorado Resorts, Inc. (ERI) and Isle of Capri Casinos, Inc. (ISLE) announced a definitive merger agreement whereby Eldorado will acquire all of the outstanding shares of Isle of Capri for $23.00 in cash or 1.638 shares of Eldorado common stock, at the election of each Isle of Capri shareholder, reflecting total consideration of approximately $1.7 billion, inclusive of $929 million of long-term debt of Isle of Capri and its subsidiaries.

Upon completion, Eldorado and Isle of Capri shareholders will hold approximately 62% and 38%, respectively, of the combined company's outstanding shares. The transaction is expected to be immediately accretive to Eldorado's free cash flow and diluted earnings per share, inclusive of identified cost synergies of approximately $35 million in the first year following the completion of the transaction.

Certain stockholders of Eldorado and Isle of Capri who control approximately 24% and 35% of the outstanding shares of common stock of Eldorado and Isle of Capri, respectively, have signed agreements to vote in favor of the transaction. The deal is expected to be consummated in the second quarter of 2017.

Gary Carano, CEO of Eldorado, said, "In the last two years we have created tremendous value for our shareholders as the scale of Eldorado Resorts will grow from two wholly-owned properties and a 50% interest in a third property in two markets in 2014 to 20 properties in ten states after completing the transaction. Financially, the transaction is expected to be accretive to our operating results upon closing. For the twelve month periods ended the last day of the most recent fiscal quarter for each of Eldorado and Isle, the revenues of the combined company were almost double Eldorado's revenues on a standalone basis and combined Adjusted EBITDA was approximately $400 million, inclusive of the cost synergies we have identified."