Eldorado Resorts has agreed to acquire Caesars Entertainment in a cash-and-stock transaction valued at $8.58 billion, creating a mega-casino company in the United States. 

The combined company will provide its guests with access to approximately 60 domestic casino–resorts and gaming facilities across 16 states.

“Eldorado’s combination with Caesars will create the largest owner and operator of U.S. gaming assets and is a strategically, financially and operationally compelling opportunity that brings immediate and long-term value to stakeholders of both companies,” said Eldorado CEO Tom Reeg.

He added, “Together, we will have an extremely powerful suite of iconic gaming and entertainment brands, as well as valuable strategic alliances with industry leaders in sports betting and online gaming. The combined entity will serve customers in essentially every major U.S. gaming market and will marry best-of-breed practices from both entities to ensure high levels of customer satisfaction and significant shareholder returns.”

Eldorado said it would buy all of Caesars’s shares outstanding for $12.75 each, with $8.40 a share in cash and 0.0899 share of Eldorado’s common stock for each of Caesars share.

Eldorado would also assume Caesars’ debt, which is about $8.8 billion. After the deal is complete, Eldorado would own 51% of the combined company and Caesars would hold 49%.

Also part of the deal, Eldorado agreed to sell three Harrah’s-branded properties - Harrah’s Resort Atlantic City, Harrah’s Laughlin Hotel & Casino and Harrah’s New Orleans Hotel & Casino - to VICI Properties for $1.8 billion.

Caesars has 50 casinos in 13 states and five countries, including Caesars Palace and several others along the Las Vegas Strip.

Eldorado has 25 properties primarily outside of Las Vegas in locations such as Reno, Nev., Atlantic City, N.J., and Columbus, Ohio.

Upon completion of the transaction the combined company will retain the Caesars name.

“We believe this combination will build on the accomplishments and best-in-class operating practices of both companies,” said Tony Rodio, CEO of Caesars.

He added, “I’m familiar with Eldorado and its management team, having worked with them on a previous transaction, and I look forward to collaborating with them to bring our companies together. We are excited to integrate Caesars Rewards with the combined portfolio. The incorporation of Caesars Rewards has produced strong results at the recently acquired Centaur properties. By joining forces, we believe the new Caesars will be well-positioned to compete in our dynamic industry.”

The combined company’s Board of Directors will consist of 11 members, six of whom will come from Eldorado’s Board of Directors and five of whom will come from Caesars Board of Directors

The transactions have been unanimously approved by the Boards of Directors of Eldorado, Caesars and VICI.

The Caesars transaction is subject to approval of the stockholders of Eldorado and Caesars, the approval of applicable gaming authorities, the expiration of the applicable Hart-Scott-Rodino waiting period and other customary closing conditions, and is expected to be consummated in the first half of 2020.

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