UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 26, 2020
Eldorado Resorts, Inc.
(Exact name of registrant as specified in its charter)
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Nevada | | 001-36629 | | 46-3657681 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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100 West Liberty Street, Suite 1150 Reno, Nevada | | 89501 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (775) 328-0100
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $0.00001 par value | | ERI | | NASDAQ Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On June 26, 2020, Eldorado Resorts, Inc. (“Eldorado”) announced that it had entered into a consent agreement with the Federal Trade Commission (the “FTC”), which concludes the FTC’s Hart Scott Rodino review of Eldorado’s pending acquisition of Caesars Entertainment Corporation (the “Merger”). Under the terms of the consent order, Eldorado has agreed to divest the Eldorado Resort Casino in Shreveport, Louisiana, and the MontBleu Casino Resort & Spa in Lake Tahoe, Nevada, to certain subsidiaries of Twin River Worldwide Holdings, Inc. (“Twin River’’) pursuant to the previously announced equity purchase agreement by and among Eldorado, Twin River and certain of their affiliates, dated as of April 24, 2020. The FTC’s acceptance of the consent order satisfies all required antitrust clearances for the Merger. The consummation of the Merger remains subject to the satisfaction of other closing conditions, including receipt of all consents and approvals from Nevada Gaming Control Board, the Nevada Gaming Commission, the New Jersey Casino Control Commission, the Indiana Gaming Commission and the Indiana Horse Racing Commission. On June 26, 2020, Eldorado issued a press release announcing that it had obtained the FTC clearance necessary to consummate the Merger. 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:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: June 26, 2020 | | | | ELDORADO RESORTS, INC. |
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| | | | By: | | /s/ Thomas Reeg |
| | | | | | Chief Executive Officer |
