UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
As previously disclosed, on June 17, 2019, (i) Eldorado Resorts, Inc., a Nevada corporation, 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., a Delaware corporation (“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 would purchase for approximately $278 million the real property relating to Lady Luck Casino Caruthersville, Isle Casino Cape Girardeau and Mountaineer Casino, Racetrack & Resort and (B) immediately thereafter, Century would purchase for approximately $107 million all of the outstanding equity interests in Mountaineer Park, Inc., a West Virginia corporation, IOC-Caruthersville, LLC, a Missouri limited liability company, and IOC-Cape Girardeau LLC, a Missouri limited liability company, for aggregate consideration of $385 million (the “Sale”).
On December 6, 2019, the Sale was consummated in accordance with the terms of the Transaction Agreements.
| Item 9.01 | Financial Statements and Exhibits. |
(b) Pro forma financial information
The following unaudited pro forma condensed combined financial statements giving effect to the Sale are attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference:
| • | Unaudited pro forma condensed combined balance sheet as of September 30, 2019 |
| • | Unaudited pro forma condensed combined statement of operations for the year ended December 31, 2018 |
| • | Unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2019 |
(d) Exhibits
| Exhibit |
Description | |||
| 99.1 |
Press Release, dated December 6, 2019, of Eldorado Resorts, Inc. announcing completion of sale. | |||
| 99.2 |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
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.
| ELDORADO RESORTS, INC. | ||||||
| Date: December 10, 2019 |
By: |
/s/ Thomas R. Reeg | ||||
| Name: |
Thomas R. Reeg | |||||
| Title: |
Chief Executive Officer |