Eldorado Resorts, Inc. (NasdaqGS:ERI) entered into an agreement and plan of merger to acquire Tropicana Entertainment Inc. (OTCPK:TPCA) from American Entertainment Properties Corp. and others for approximately $640 million on April 15, 2018. In a related transaction, Gaming and Leisure Properties, Inc. (NASDAQ:GLPI) entered into a definitive agreement to acquire real estate assets from Tropicana Entertainment Inc. for $1.2 billion on April 15, 2018. The transaction consideration is subject to adjustment. Under the terms of the agreement, each share of Tropicana Entertainment’s common stock, issued and outstanding, prior to the closing of the transaction will be cancelled and converted into the right to receive the per share merger consideration. Tropicana Entertainment intends to dispose of Tropicana Aruba Resort and Casino prior to closing. Eldorado Resorts intends to fund the transaction consideration of approximately $640 million payable by Eldorado and repay debt outstanding under Tropicana Entertainment’s credit facility with cash generated from its current operations, proceeds from pending asset sales, Tropicana Entertainment’s cash on hand, cash flow generated from Tropicana Entertainment operations through closing and $600 million of committed debt financing from J.P. Morgan Chase Bank N.A. As of September 6, 2018, Eldorado Resorts intends to offer $600 million in aggregate principal amount of senior notes due 2026. The proceeds of the offering initially will be placed in escrow pending satisfaction of certain conditions. Upon satisfaction of the escrow conditions, Eldorado Resorts intends to apply the net proceeds of the sale of the Notes, together with borrowings under Eldorado Resorts’ revolving credit facility, cash on hand and Tropicana's cash on hand, to (i) pay the consideration payable in the Tropicana Acquisition, (ii) repay all amounts outstanding under Tropicana's existing credit facility and (iii) pay fees and costs associated with the Tropicana Acquisition. Following the acquisition of the real estate portfolio by Gaming and Leisure Properties, Inc. (NASDAQ:GLPI), Eldorado Resorts will enter into a triple net master lease for the acquired properties with an initial term of 15 years, with renewals of up to 20 years at the Eldorado Resorts’s option. Following the completion of the transaction, Tropicana Entertainment will operate as a wholly owned subsidiary of Eldorado Resorts. The merger agreement provides for a "window-shop" period through May 15, 2018. As of May 15, 2018, the window-shop period has expired and Tropicana Entertainment received no superior acquisition proposals. In case of termination, either party is liable to pay a termination fee of $92.5 million. At the effective time, the directors and officers of Eldorado Resorts immediately prior to the effective time shall become the directors and officers of the surviving company until their respective successors shall have been duly elected. The closing of the transaction is subject to customary conditions including, receiving the required approval of the Tropicana Entertainment’s stockholders, antitrust approval and regulatory approvals in New Jersey, Indiana, Missouri, Nevada, Mississippi and Louisiana, including applicable gaming regulatory approvals relating to the conduct of gaming operations. Tropicana shall have distributed, transferred or disposed of the Aruba Operations. Consummation of the transaction is also subject to the delivery by American Entertainment Properties Corp., an 83.9% stockholder of Tropicana, of its irrevocable and unconditional consent no later than the 30 days following the date of the merger agreement. The transaction is not subject to financing condition. On April 15, 2018, concurrently with the execution of the merger agreement, American Entertainment Properties Corp. and certain of its affiliates entered into a voting agreement to timely deliver a written consent approving the Tropicana transaction. The Board of Directors of Eldorado Resorts has approved the merger. The Board of Directors of Tropicana Entertainment has unanimously approved the transaction. As of May 15, 2018, Tropicana Entertainment has received the required approval of the transaction by its stockholders. The transaction is expected to close by the fourth quarter of 2018. As of May 2, 2018, the transaction is expected to close in the second half of 2018. As of May 8, 2018, the transaction is expected to close in the fourth quarter of 2018. As of May 15, 2018, the transaction is expected to close in the second half of 2018. As of September 12, 2018, the transaction is expected to close early in the fourth quarter of 2018. Also, as of September 12, 2018, The New Jersey Casino Control Commission granted interim authority to Eldorado Resorts to own Atlantic City's Tropicana casino. The transaction is expected to be immediately accretive to Eldorado’s free cash flow and diluted earnings per share, inclusive of identified expected cost synergies of approximately $40 million in the first year following its completion and when giving effect to the lease transaction. Deborah R. Conrad, Russ Kestenbaum, Max Goodman, Kevin O'Shea and Mike Shah of Milbank, Tweed, Hadley & McCloy LLP acted as legal advisors to Eldorado Resorts. Stuart Welburn, Corby J. Baumann and Branwen Buckley of Thompson Hine LLP acted as legal advisors to Tropicana Entertainment and American Entertainment Properties. David Schwartzbaum, Becky Hurt and Brianna Bloodgood of Covington & Burling acted as legal advisors to Jefferies LLC. Jefferies LLC acted as fairness opinion provider to Tropicana Entertainment’s Board of Directors. Eldorado Resorts, Inc. (NasdaqGS:ERI) completed the acquisition of Tropicana Entertainment Inc. (OTCPK:TPCA) from American Entertainment Properties Corp. and others on October 1, 2018. In connection with the consummation of the merger, the shares of Tropicana will no longer be quoted on the OTCQB Market and Tropicana intends to terminate the registration of the shares. As a result of the merger, each of Daniel A. Cassella, Keith Cozza, Hunter C. Gary, Carl C. Icahn, William A. Leidesdorf, Daniel H. Scott and Anthony P. Rodio resigned and ceased to be members of the Board of Directors of Tropicana. The named Executive Officers of Tropicana, Anthony P. Rodio, Theresa Glebocki and William C. Murtha, resigned and ceased servicing in such capacities. The Directors and officers of ERI immediately prior to the effective time became the Directors and officers of the surviving corporation. The Directors of ERI immediately prior to the effective time were Gary L. Carano, ERI's current Chairman of the Board and Chief Executive Officer who will transition to the new role of Executive Chairman; Anthony L. Carano who will continue as ERI's Chief Operating Officer and Thomas R. Reeg, ERI's current President and Chief Financial Officer who will assume the role of Chief Executive Officer. The officers of ERI immediately prior to the Effective Time were Gary L. Carano, Anthony L. Carano, Thomas R. Reeg and Edmund L. Quatmann, Jr.