Eldorado Resorts Buys 51% of Caesars’ Shares in a $17.3 Billion Deal



Staff member
May 3, 2008
The news of a merger between Eldorado Resorts and Caesars has shaken the internet these days, mainly because these two are US major casinos and the two most popularly known rivals in the land-based casino gambling world.

The merger was announced by Eldorado, who explained that the cash-and-stock deal with Caesars was valued at $17.3 billion. Its CEO confirmed that they were really excited, considering the fact that Caesars was an iconic brand.

The Merger Deal between Eldorado and Caesars

The rumours on Eldorado buying out Caesars have been circling for months now, and finally, the world heard the confirmation. Eldorado was the one who announced the merger that will signify the creation of one of the largest casino companies in the US, and maybe wider.

But the bidding did not go as smooth as expected. Namely, Caesars Board of Directors was not satisfied with the amount of money Eldorado wanted to pay. The Board did not approve of the $13 per share offer Eldorado gave, which was really surprising. Caesars’ stock price last week was $9.99, so Eldorado’s offer was more than enough, 30% above the stock price and $2.50 more than what analysts predicted Eldorado would offer.

Therefore, they shook hands on the final $8.40 per share offer and agreed on Eldorado getting the remainder in the form of common stock. This led to Eldorado triumphing, taking 51% of the company, leaving Caesars with 49%. For $17.3 billion, Eldorado took control over the company by obtaining the majority of shares.

However, it seems like the giant new company will retain Caesars’ name, and will become the fourth-largest casino company in the US with a combined market cap of close to $11 billion. About 60 casino-resorts all over the US, in 16 states, will be under the same name, if everything approved by shareholders and gambling regulators, by the first half of 2020.

The new company will be operated by Gary Carano, the Eldorado Chairman and by its CEO Tom Reeg, will be headquartered in Reno, where Eldorado is based and will have a corporate presence where Caesars is based, in Las Vegas.

Details on the Negotiations

The merger was months in the making. It seems that it finally came to realization thanks to Caesars’ Icahn, who has been pushing for fundamental changes, such as the replacement of the then-CEO. His arguments were that the best way of emerging Caesars from bankruptcy was by selling the company. Even though the company managed to avoid bankruptcy in 2017, it has been struggling ever since.

This is when Icahn took a major position in the company, and changed its CEO, along with the board members. He appointed Tony Rodio as CEO in April, who embraced the Eldorado merger.

However, with the reorganization, the creation of a real estate investment trust happened. The VICI Properties owns more than 20 casino-resorts, including the Las Vegas Strip Caesars Palace. Eldorado’s Tom Reeg told investors and industry analysts that there was a need for some properties sells that would allow the new company to avoid federal anti-trust issues. At that point, Reegs was evaluating whether to sell the Las Vegas Strip property. Even though the decision has not yet been made, he strongly believed that there was more Strip exposure than the company would need to accomplish their set goals with their regional database.

Statement by the Companies

In a statement, Icahn said that while he criticized the Board when he took the position several months ago, he now praised them for acting decisively and responsibly in negotiating and approving the merger as the best possible transformational transaction. Saying that as a combined company Eldorado and Caesars will be the US' preeminent casino company, he finished his statement.

Tom Reeg also issued a statement, saying that the Caesars/Eldorado combination would create America’s largest owner and operator of gaming assets, as it was a financially, strategically and operationally compelling opportunity that brings the long-term and immediate value to the stakeholders of both companies.

Reeg said that together, Eldorado and Caesars would have an immensely powerful suit of epic gaming and entertaining brands, in addition to valuable strategic alliances with leaders in the industry of online gambling and sports betting. On the Strip asset matter, he added that he expected to sell it, and on whether they would venture into Japan, where casino seems to be flourishing after the country legalized gambling last year, he commented that there were no firm decisions, but for them to run into that direction, the international market, there would have to be a stupendous opportunity.

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