Eldorado Resorts, Inc. (NasdaqGS:ERI) signed a definitive agreement to acquire Caesars Entertainment Corporation (NasdaqGS:CZR) from Icahn Enterprises L.P. (NasdaqGS:IEP), Recreational Enterprises, Inc. and others for $9.1 billion on June 24, 2019. Under the terms of the agreement, the aggregate consideration paid by Eldorado in respect of outstanding shares of common stock of Caesars will be an amount of cash equal to the sum of $8.4 plus if the waiting period under the HSR Act, has not expired or been terminated by March 25, 2020, an amount equal to $0.003333 for each day from March 25, 2020 until the closing date, multiplied by the number of shares of Caesars Common Stock outstanding at the effective time of the merger (“Aggregate Cash Amount”) and a number of shares of common stock of Eldorado equal to 0.0899 multiplied by the number of shares of Caesars Common Stock outstanding at the effective time of the merger (the “Aggregate Eldorado Share Amount”). Each holder of shares of Caesars Common Stock will be entitled to elect to receive, for each share of Caesars Common Stock held by such holder, either an amount of cash or a number of shares of Eldorado Common Stock with value equal to the Per Share Amount.

Elections are subject to proration such that the aggregate amount of cash paid in exchange for outstanding shares of Caesars Common Stock in the merger will not exceed the Aggregate Cash Amount and the aggregate number of shares of Eldorado Common Stock issued in exchange for shares of Caesars Common Stock in the Merger will not exceed the Aggregate Eldorado Share Amount. Immediately prior to the effective time, each Caesers restricted stock unit that is outstanding, will be assumed by Eldorado as of the effective time and converted into a restricted unit award of Eldorado and each Caesers restricted unit award shall cover that number of whole shares of Eldorado Common Stock equal to the product of (A) the number of shares of Caesers common stock underlying the applicable restricted stock unit, multiplied by (B) the quotient of (1) the Per Share Amount divided by (2) the Eldorado common stock VWAP of a 10 days period. Immediately prior to the effective time, with respect to each outstanding Caesers Performance Stock Unit will be converted as of the effective time into the right to receive Per Share Amount in cash. The total consideration is approximately $17.3 billion, comprised of $8.58 billion in cash, approximately 77 million Eldorado common shares and the assumption of Caesars outstanding net debt (excluding face value of the existing convertible note). $6.3 billion of outstanding Caesars debt will remain in place. Caesars shareholders will be offered a consideration election mechanism that is subject to proration pursuant to the definitive merger agreement. Giving effect to the transaction, Eldorado and Caesars shareholders will hold approximately 51% and 49% of the combined company's outstanding shares, respectively.

In a related transaction, VICI Properties, Inc. and Eldorado have entered into a master transaction agreement in connection with the acquisition of the real estate associated with Harrah's Resort Atlantic City, Harrah's Laughlin Hotel & Casino, and Harrah's New Orleans Hotel & Casino for approximately $1.8 billion. Eldorado will finance the transaction with committed financing from JPMorgan Chase Bank, N.A., Credit Suisse AG, Cayman Islands Branch, Credit Suisse Loan Funding LLC, Macquarie Capital (USA) Inc. and Macquarie Capital Funding LLC. Pursuant to the debt commitment letter, parties have committed to provide Eldorado with a $1 billion senior secured revolving credit facility, a $3 billion senior secured term loan facility, a $3.6 billion senior secured 364-day bridge facility, a $1.8 billion senior unsecured bridge loan facility and a subsidiary of Caesars with a $2.4 billion senior secured incremental term loan facility. The cash consideration will be derived from $3.2 billion of asset sale to VICI, $0.4 billion of announced assets sales, $0.9 billion from upsizing of its existing debt facility, $2.7 billion from cash on hand and new financing at Eldorado. Pursuant to the merger Caesars Entertainment Corporation will become a wholly owned subsidiary of Eldorado Resorts. Upon completion of the transaction the combined company will retain the Caesars name. If the merger agreement is terminated in certain circumstances relating to changes in the recommendation of the Board of Directors of Caesars, entry by Caesars into an alternative transaction or following the failure of Caesar's stockholders to approve the merger, Caesars will be required to pay Eldorado a termination fee of $418.4 million. The merger agreement also provides that Eldorado will be obligated to pay a termination fee of $836.8 million to Caesars if the merger agreement is terminated due to a law or order relating to gaming or antitrust laws that prohibits or permanently enjoins the consummation of the transactions, because the required regulatory approvals were not obtained prior to the end date or due to Eldorado willfully and materially breaching certain obligations with respect to the actions required to be taken by Eldorado to obtain required antitrust approvals.

The new company will continue to trade on the Nasdaq. The combined company's Board of Directors will consist of 11 members, six of whom will come from Eldorado's Board of Directors and five of whom will come from Caesars Board of Directors. Gary Carano as Chairman of Eldorado, Thomas Robert Reeg as Chief Executive Officer of Eldorado, Anthony Carano as Chief Operating Officer, Bret Yunker as Chief Financial Officer and Ed Quatmann as Chief Legal Officer will lead the combined company. The corporate headquarters will be based in Reno with significant corporate presence in Las Vegas. The transaction is subject to approvals of the stockholders of Eldorado and Caesars, Form S-4 having been declared effective by the SEC, the shares of Eldorado common stock to be issued in the merger shall having been approved for listing on Nasdaq, the approval of applicable gaming authorities, the expiration of the applicable Hart-Scott-Rodino waiting period and customary closing conditions. The transaction is unanimously approved by the Boards of Directors of the both the entities. Apart from this, voting agreements will be entered into with key shareholders, i.e. Icahn Enterprises L.P. and Recreational Enterprises, Inc. The transaction is expected to close in the first half of 2020. The transaction is expected to close in mid-2020. The transaction is expected to be accretive to free cash flow with significant cash flows from the combined company to be allocated to leverage reduction.

Credit Suisse Securities (USA) LLC and Macquarie Capital (USA) Inc. acted as financial advisors and J.P. Morgan Securities LLC acted as financial advisor and fairness opinion provider to Eldorado. Milbank LLP is serving as Eldorado's legal counsel. Amish Barot, Jason Noble, Bret Perry, Bryan Slotkin and K. Don Cornwall of PJT Partners LP acted as the financial advisor and fairness opinion provider to Caesars. Brian McCarthy, Kenneth Betts, Meryl Chae, Karen Corman, Kristine Dunn, Bruce Goldner, Michelle Gasaway, Edward Micheletti, Kenneth Schwartz, Joseph Yaffe, Richard Grossman and Andrew Garelick of Skadden is serving as legal counsels to Caesars. Continental Stock Transfer & Trust Company, Inc. acted as transfer agent to Eldorado. D.F. King & Co., Inc. acted as information agent to Eldorado and will receive a fee of $15,000. Morrow & Co., LLC acted as information agent to Caesars and will receive a fee of $50,000. J.P. Morgan Securities LLC will receive a fee of $15 million, $4 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion. PJT Partners, LP will receive a fee of $28.5 million for its services, $3 million of which was paid upon the delivery of its opinion.