A failure to complete its part of the planned merger with Isle Of Capri Casinos Incorporated could see American casino operator Eldorado Resorts Incorporated liable for a termination fee worth up to $60 million.
Eldorado Resorts Incorporated operates the Eldorado Resort Casino, the Silver Legacy Resort Casino and the Circus Circus Resort Casino in Reno, Nevada, as well as the Eldorado Resort Casino in Shreveport, Louisiana, the Scioto Downs Racino in Columbus, Ohio, the Mountaineer Casino Racetrack And Resort in Chester, West Virginia and the Presque Isle Downs And Casino in Erie, Pennsylvania, and revealed earlier this week that it had signed a definitive merger agreement to purchase its St Louis-based rival for a total consideration of approximately $1.7 billion.
However, according to a filing lodged with the United States Securities And Exchange Commission, the deal is subject to shareholder consent and the receipt of approvals from the relevant gaming authorities as well as the “expiration of the waiting period under the Hart-Scott-Rodino Act and the absence of any order or legal requirement that prohibits or makes the merger illegal.”
“The obligation of Eldorado [Resorts Incorporated] to consummate the merger is subject to the absence of a material adverse effect on Isle [Of Capri Casinos Incorporated] and the obligation of Isle [Of Capri Casinos Incorporated] to consummate the merger is subject to the absence of a material adverse effect on Eldorado [Resorts Incorporated],” read the filing. “The obligation of Eldorado [Resorts Incorporated] to consummate the merger is not subject to a financing condition.”
For its part, Isle Of Capri Casinos Incorporated operates 14 casino properties in Colorado, Florida, Iowa, Louisiana, Mississippi, Missouri and Pennsylvania and last month announced that it had inked a deal to offload its Isle Of Capri Casino Hotel Lake Charles to Albuquerque-based Laguna Development Corporation for $134.5 million. The filing reveals that it could be on the hook for a penalty of up to $30 million should it fail to complete its obligations under the projected merger with Reno-based Eldorado Resorts Incorporated.
“Additionally, the merger agreement contains certain termination rights for both Eldorado [Resorts Incorporated] and Isle [Of Capri Casinos Incorporated] including, among others, a mutual termination right if the merger has not been consummated on or prior to June 19, 2017, which may be extended for an additional 90 days by either Eldorado [Resorts Incorporated] or Isle [Of Capri Casinos Incorporated] if all of the conditions precedent other than the receipt of required gaming approvals have been satisfied,” read the filing. “Upon the termination of the merger agreement under certain circumstances, Eldorado [Resorts Incorporated] or Isle [Of Capri Casinos Incorporated] may be required to pay a termination fee of $60,000,000 or $30,000,000, respectively.”