Dealmaker: Eldorado Resorts, Caesars Entertainment to Merge in $17B Deal

Hotel and casino firm Eldorado Resorts, Reno, Nev., agreed to buy Caesar’s Entertainment, Las Vegas, in a $17.3 billion cash-and-stock deal.

Eldorado Resorts CEO Tom Reeg said the merger will create the largest U.S. gaming asset owner.

CaesarsPalaceEldorado will acquire all outstanding Caesars shares for $12.75 per share using $7.2 billion in cash, 77 million Eldorado common shares and the assumption of Caesars outstanding debt. The combined company will own nearly 60 casino-resorts and gaming facilities in 16 states.

The new company will retain the Caesar’s Entertainment name after the merger.

As part of the deal, real estate investment trust VICI Properties, New York, agreed to acquire the real estate associated with three Eldorado assets–Harrah’s Resort Atlantic City in New Jersey, Harrah’s Laughlin Hotel & Casino in Nevada and Harrah’s New Orleans Hotel & Casino in Louisiana, for $1.8 billion. Eldorado also granted VICI right of first refusal for sale or sale-leaseback transactions on two Las Vegas Strip properties and the Horseshoe Casino Baltimore in Maryland. Analysts said the profits from selling those properties to VICI Properties allowed Eldorado to increase its purchase price offer for Caesar’s Entertainment.

The Eldorado, Caesars and VICI Boards of Directors all unanimously approved the transaction, which they expect to close in first-half 2020.

J.P. Morgan, Credit Suisse and Macquarie Capital served as Eldorado’s financial advisors and Milbank LLP and Latham & Watkins LLP provided legal counsel. PJT Partners LP served as Caesars’ financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP provided the firm’s legal counsel in the deal.