Item 8.01 Other Events

On January 10, 2020, Eldorado Resorts, Inc., a Nevada corporation (the "Company") and its wholly-owned subsidiaries Eldorado Shreveport #1, LLC, a Nevada limited liability company ("Seller 1"), and Eldorado Shreveport #2, LLC, a Nevada limited liability company ("Seller 2" and, together with Seller 1, collectively the "Sellers"), entered into an Equity Purchase Agreement (the "Equity Purchase Agreement") with Maverick Shreveport #1, LLC, a Nevada limited liability company ("Buyer 1"), Maverick Shreveport #2, LLC, a Nevada limited liability company ("Buyer 2" and, together with Buyer 1, collectively the "Buyer"), and, solely for purposes of Section 8.19 of the Equity Purchase Agreement, Maverick Gaming LLC, a Nevada limited liability company, pursuant to which Buyer will purchase all of the outstanding equity interests in Eldorado Casino Shreveport Joint Venture, a Louisiana partnership (the "Joint Venture") for aggregate consideration of $230,000,000, subject to a working capital adjustment (the "Sale").

The Equity Purchase Agreement contains customary representations, warranties, covenants and indemnification obligations. Consummation of the Sale is subject to customary conditions, including, among other things, (i) the absence of any injunction or order preventing the transactions contemplated by the Equity Purchase Agreement, (ii) approval of the transaction by the Federal Trade Commission, (iii) receipt of regulatory approvals, including applicable gaming regulatory approvals, (iv) accuracy of the respective parties' representations and warranties and (v) compliance by the parties with their respective covenants and obligations. In addition, the Sellers' obligation to consummate the Sale is subject to the prior or concurrent closing of the Company's previously announced merger with Caesars Entertainment Corporation. The obligation of the Buyer to consummate the Sale is not subject to a financing condition.

On January 13, 2020, the Company issued a press release announcing the transactions described in this Item 8.01. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits:

 Exhibit
   No.           Description

   99.1            Press Release dated January 13, 2020

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document).

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