| Item 1.01. | Entry into a Material Definitive Agreement |
On June 17, 2019, (i) Eldorado Resorts, Inc., a Nevada corporation (the “Company”), and its wholly-owned subsidiaries MTR Gaming Group, Inc., a Delaware corporation (“MTR”), and Isle of Capri Casinos LLC, a Delaware limited liability company (“IOC” and together with MTR, the “Sellers”), entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with Century Casinos, Inc. (“Century”) and VICI Properties L.P., a Delaware limited partnership (“PropCo” and together with Century, collectively, the “Acquirors”) and (ii) MTR, IOC and PropCo entered into a Real Estate Purchase Agreement (the “Real Estate Purchase Agreement” and together with the Equity Purchase Agreement, the “Transaction Agreements”), pursuant to which (A) PropCo will purchase for $278,000,000 the real property relating to Lady Luck Casino Caruthersville, Isle Casino Cape Girardeau and Mountaineer Casino, Racetrack & Resort (the “Properties,” and such sale, the “Real Estate Sale”) and (B) immediately thereafter, Century will purchase for $107,000,000 all of the outstanding equity interests in Mountaineer Park, Inc., a West Virginia corporation,IOC-Caruthersville, LLC, a Missouri limited liability company, andIOC-Cape Girardeau, LLC, a Missouri limited liability company (the “Equity Sale”), for aggregate consideration of $385,000,000 (the “Sale”).
The Transaction Agreements contain 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 Transaction Agreements, (ii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) receipt of regulatory approvals, including applicable gaming regulatory approvals, (iv) receipt of specified third-party consents, (v) accuracy of the respective parties’ representations and warranties, (vi) compliance by the parties with their respective covenants and obligations, and (vii) no material adverse effect, material casualty event or material condemnation event occurring with respect to the Properties. The obligation of the Acquirors to consummate the Sale is not subject to a financing condition.
The Equity Purchase Agreement may be terminated by the Company, Sellers, Century or PropCo under certain circumstances, including if (i) closing does not occur by March 17, 2020, subject to threetwo-month extensions under certain circumstances, (ii) there is a final determination by the applicable gaming authority not to issue the gaming approvals required to consummate the Sale, or either Acquiror formally and finally withdraws its application for any such gaming approvals in response to a possible or impending denial of such approvals or (iii) there is a final,non-appealable order preventing the consummation of the Sale. In addition, the Acquirors can terminate the Equity Purchase Agreement if a material casualty, condemnation or other event having a material adverse effect on either the Lady Luck Casino Caruthersville or Isle Casino Cape Girardeau and Mountaineer Casino, Racetrack & Resort occurs, and can terminate the transaction only with respect to the Mountaineer Casino, Racetrack & Resort if a material casualty, condemnation or other event having a material adverse effect on the Mountaineer Casino, Racetrack & Resort occurs. If the Equity Purchase Agreement is terminated in certain circumstances as a result of the failure of Century or PropCo to obtain regulatory approvals (including gaming approvals), then Century and/or PropCo may be obligated to pay the Company a termination fee of up to $13,475,000 in the aggregate or up to $9,047,500 in the aggregate if a termination only with respect to Mountaineer occurs. The Real Estate Purchase Agreement will automatically terminate if the Equity Purchase Agreement is terminated in accordance with its terms.
A copy of the Equity Purchase Agreement and the Real Estate Purchase Agreement is attached hereto as Exhibit 2.1 and Exhibit 2.2, respectively, and is incorporated herein by reference. The foregoing description of the Transaction Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Transaction Agreements.
| Item 7.01. | Regulation FD Disclosure. |
On June 17, 2019, the Company issued a press release announcing the transaction described in Item 1.01 above. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| | |
Exhibit
No. | | Description |
| |
| 2.1* | | Equity Purchase Agreement, dated as of June 17, 2019, by and among Isle of Capri Casinos LLC, MTR Gaming Group, Inc., Century Casinos, Inc., VICI Properties L.P. and, solely for purposes of Section 9.17, Eldorado Resorts, Inc. |
