U.S. casino operator Eldorado Resorts Inc. has agreed to merge with Caesars Entertainment Corp. in a $17.3 billion cash-and-stock deal, including debt, the companies said on Monday.
The proposed transaction will combine two leading gaming companies with complementary national operating platforms, strong brands, strategic industry alliances, and a commitment to enhancing guest service and shareholder value.
The combined company will retain the Caesars name and will continue to trade on the Nasdaq Stock Market.
“Eldorado’s combination with Caesars will create the largest owner and operator of U.S. gaming assets and is a strategically, financially and operationally compelling opportunity that brings immediate and long-term value to stakeholders of both companies,” said Eldorado Chief Executive Officer Tom Reeg. “Together, we will have an extremely powerful suite of iconic gaming and entertainment brands, as well as valuable strategic alliances with industry leaders in sports betting and online gaming.”
Eldorado will acquire all of Caesars’s shares outstanding for $12.75 a share, with $8.40 a share in cash and 0.0899 share of Eldorado’s common stock for each of Caesars share. Eldorado will also assume Caesars’ debt, which is about $8.8 billion.
Caesars shareholders will be offered a consideration election mechanism, subject to proration pursuant to the definitive merger agreement. Giving effect to the transaction, after the deal is complete, Eldorado will own 51 percent of the combined company and Caesars will hold 49 percent.
Caesars is the world’s most geographically diversified casino-entertainment company and emerged from bankruptcy in 2017. It now operates casinos with the Harrah’s and Horseshoe brands. Since its beginning in Reno, Nev., in 1937, Caesars has grown through development of new resorts, expansions and acquisitions, and now operates 53 properties in 14 U.S. states and five countries outside the United States. Its long-term debt stood at $8.79 billion at the end of March.
Eldorado has a market value of about $4 billion. It had long-term debt of about $3.06 billion at the end of March. The company owns and operates 26 properties in 12 U.S. states.