MERGER AND PURCHASE ACCOUNTING | 3 Months Ended |
Mar. 31, 2015 |
MERGER AND PURCHASE ACCOUNTING | |
MERGER AND PURCHASE ACCOUNTING | NOTE 2—MERGER AND PURCHASE ACCOUNTING |
On September 19, 2014, the Company and Eldorado combined their businesses through the Mergers, as defined above, consummated pursuant to the Agreement and Plan of Merger, dated as of September 9, 2013, as amended on November 18, 2013, February 13, 2014 and May 13, 2014, by and among MTR, Eldorado, NewCo and certain affiliates of NewCo and Eldorado (the "Merger Agreement"). |
Pursuant to the Merger Agreement, upon completion of the MTR Merger, subject to proration, each outstanding share of the Company's common stock, par value $0.00001 per share, was converted into the right to elect to receive either $6.05 per share in cash or one share of ERI's common stock, par value $0.00001 per share. Pursuant to the proration procedures provided in the Merger Agreement, former MTR shareholders received (in the aggregate) a cash payment of $35.0 million (of which $30.0 million was funded by MTR and $5.0 million by Eldorado). |
Consideration Transferred |
The purchase consideration in a reverse acquisition is determined with reference to the value of equity that the accounting acquirer, Eldorado, would have had to issue to the owners of the accounting acquiree, MTR, to give them the same percentage interest in the combined entity. However, in reverse acquisitions that occur between a public company as the legal acquirer and a private company as the accounting acquirer, the fair value of the legal acquirer's publicly traded stock generally is a more reliable determination of the fair value than the fair value of the accounting acquirer's untraded equity securities, and, as such, is generally used in calculating the purchase consideration. Accordingly, the following table provides the calculation of the purchase price, which was calculated using the fair value of MTR's common stock, based on the closing stock price of $4.43 on the Acquisition Date, as well as a reconciliation of the total shares outstanding as of the Acquisition Date. |
|
ERI Outstanding Share Calculation | | | | |
Shares Issued to Eldorado(i) | | | 23,286,202 | |
Number of MTR shares outstanding at the Acquisition Date(ii) | | | 28,386,084 | |
MTR RSUs that vested upon closing of the Mergers(iii) | | | 499,179 | |
| | | | |
Total ERI shares outstanding—before share repurchase | | | 52,171,465 | |
MTR shares acquired at $6.05 per share based on $35.0 million cash election | | | (5,785,123 | ) |
Total ERI shares outstanding at Acquisition Date(iv) | | | 46,386,342 | |
| | | | |
| | | | |
Eldorado % ownership | | | 50.2 | % |
MTR % ownership | | | 49.8 | % |
Consideration Transferred (dollars in thousands, except stock price) | | | | |
Number of MTR shares outstanding at the Acquisition Date | | | 28,386,084 | |
MTR RSUs that vested upon closing of the Mergers | | | 499,179 | |
MTR shares acquired at $6.05 per share based on $35.0 million cash election | | | (5,785,123 | ) |
| | | | |
Total net MTR shares | | | 23,100,140 | |
FMV of MTR common stock at Acquisition Date | | $ | 4.43 | |
| | | | |
Fair Value of MTR shares | | $ | 102,334 | |
Fair Value of MTR stock options(iii) | | | 677 | |
| | | | |
| | | | |
Total consideration transferred | | $ | 103,011 | |
| | | | |
| | | | |
| | | | |
|
(i) | The number of shares issued to members of Eldorado in the Mergers as merger consideration was determined pursuant to terms of the Merger Agreement. The shares have been adjusted based upon the final review, as defined in the Merger Agreement. As a result, 25,290 escrow shares previously issued were returned to Authorized and Unissued prior to December 31, 2014. | | | |
(ii) | Number of shares of MTR common stock issued and outstanding immediately prior to closing. | | | |
(iii) | Pursuant to the MTR 2010 Long-Term Incentive Plan, immediately prior to closing, all outstanding stock options and MTR RSUs vested and became immediately exercisable. All vested MTR RSUs were exchanged for one share of ERI common stock. All outstanding stock options became exercisable for shares of ERI common stock with the same terms as the previous awards. | | | |
(iv) | The number of shares issued and outstanding, after settlement of the escrow shares, as determined pursuant to the terms of the Merger Agreement. | | | |
Final Purchase Price Allocation |
The following table summarizes the final allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed at the Acquisition Date. The fair values are based on management's analysis, including final work performed by third-party valuation specialists. |
Goodwill, the excess of the purchase price over the fair market value of the net assets acquired, in the amount of $66.8 million, was recorded as of the Acquisition Date. The Company considers the goodwill to represent benefits that are expected to be realized as a result of the Mergers, including, but not limited to, the expected synergies and the assembled workforce. None of the goodwill is expected to be deductible for tax purposes. |
The following table summarizes the final purchase price allocation of the acquired assets and assumed liabilities as recorded at fair value on the Acquisition Date (dollars in thousands): |
|
Current and other assets | | $ | 75,031 | |
Property and equipment | | | 289,211 | |
Goodwill | | | 66,826 | |
Intangible assets(1) | | | 473,000 | |
Other noncurrent assets | | | 20,381 | |
| | | | |
Total assets | | | 924,449 | |
Current liabilities | | | 46,446 | |
Long term debt(2) | | | 624,877 | |
Deferred income taxes(3) | | | 143,104 | |
Other noncurrent liabilities | | | 7,011 | |
| | | | |
Total liabilities | | | 821,438 | |
| | | | |
Net assets acquired | | $ | 103,011 | |
| | | | |
| | | | |
| | | | |
|
-1 | Intangible assets consist of gaming licenses, trade names, and customer loyalty programs. | | | |
-2 | Long term debt was comprised of MTR's $570.7 million 11.5% Senior Secured Second Lien Notes due August 2019. | | | |
-3 | Deferred tax liabilities were derived based on fair value adjustments for property and equipment, identified intangibles, deferred financing costs, certain long term liabilities and long term debt. | | | |
Pro Forma Information |
The following table includes the unaudited pro forma results for the three months ended March 31, 2014, which gives effect to the Mergers as if they had occurred on January 1, 2013 and reflect pro forma adjustments that are expected to have a continuing impact on the results of operations and are directly attributable to the acquisition. |
|
| | Three Months | |
Ended |
March 31, |
| | 2014 | |
| | (in thousands) | |
Net revenues | | $ | 114,828 | |
Net loss | | $ | (2,326 | ) |
|
|