Eldorado, Caesars close steep ‘haircut’ deals to keep merger on track

Eldorado Resorts Inc. and Caesars Entertainment Corp. announced planned transactions Friday that will clear a path toward their merger by the end of June.

In one announcement, Reno-based Eldorado said it would sell the Eldorado Shreveport Resort and Casino in Shreveport, Louisiana, and the MontBleu Resort Casino & Spa in Lake Tahoe to Twin River Worldwide Holdings, Inc. for $155 million in cash. Eldorado terminated an agreement to sell the two properties to Las Vegas-based Maverick Gaming and returned a deposit.

“The agreement to divest Shreveport and MontBleu to Twin River Worldwide Holdings is consistent with our continued focus on closing the Caesars transaction in the first half of 2020,” Eldorado CEO Tom Reeg said in a statement announcing the deal.

In a separate transaction, Las Vegas-based Caesars agreed to sell its Bally’s Atlantic City property to Twin River, a publicly traded Lincoln, Rhode Island, gaming company that owns casinos and racetracks in Colorado, Delaware, Mississippi and Rhode Island.

In a Securities and Exchange Commission filing Friday, Caesars said it would sell Bally’s Atlantic City and its real estate for $25 million in cash.

Carlo Santarelli, a gaming industry analyst in the New York office of Deutsche Bank described the price point as a “financial haircut.”

Under terms of the deal, Vici Properties Inc., Caesars’ affiliated real estate investment trust, would receive $19 million from the sale and Caesars would get $6 million.

Following the sale, Caesars would continue to operate Caesars Atlantic City, which will include the Wild Wild West casino area and The Book sports wagering facility, and Harrah’s Resort Atlantic City. Vici will continue to own the land and real estate associated with Caesars Atlantic City, including the Wild Wild West casino area.

Both deals are expected to ease antitrust concerns that could have arisen from the Federal Trade Commission. The FTC, the Nevada Gaming Commission and other regulators need to sign off on the $17.3 billion Eldorado-Caesars merger before the deal can close.

Santarelli said Eldorado’s decision to move from Maverick Gaming to Twin River was probably based on concerns that Maverick would not be able to close the deal. Maverick planned to pay $230 million for Eldorado Shreveport, and the price of the MontBleu property was not disclosed.

“We believe this removes a key concern related to the potential re-emergence of FTC issues, in the event Maverick was unable to close on the transactions,” Santarelli said in a Friday note to investors.

“We think this transaction, given the financing circumstances of Twin River, despite the financial haircut, is a distinct positive for Eldorado as it pertains to getting to the finish line with the Caesars acquisition,” Santarelli said. “We expect the acquisition of Caesars to close late in the second quarter of 2020.”

Santarelli said that on March 20 Twin River announced that it had $360 million of available cash and no debt maturities until 2024, providing about 12 months of liquidity in a zero-revenue environment. Twin River announced that it expected to fund the aggregate $180 million capital outlay with cash on hand and proceeds from an expected upsizing of an existing credit facility.

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