June 28, 2019

Milbank Advises Eldorado Resorts on US$17.3B Merger with Caesars Entertainment Corporation


Milbank LLP advised leading casino entertainment company Eldorado Resorts, Inc. (“Eldorado”) on its US$17.3 billion merger with Caesars Entertainment Corporation (“Caesars”). The merger will create the largest casino operator in the United States with 60 casino resorts and gaming facilities located in 16 states. The newly combined company will retain the Caesars name and will continue to trade on the Nasdaq Global Select Market.

Pursuant to the terms of the deal, Eldorado will acquire all of Caesars’ shares for consideration valued at $8.40 per share in cash and 0.0899 shares of Eldorado common stock for each of Caesars’ shares of common stock. In total, the $17.3 billion deal represents approximately $8.58 billion in cash and stock, 77 million Eldorado common shares and Eldorado’s assumption of Caesars’ outstanding debt.

The Milbank team was led by Los Angeles Corporate partner Deborah Conrad, with special counsel Jason Anderson and associates Natalie Chitayat, Avni Mehta, and Kimberly Covington; Tax partners Russell Kestenbaum and Max Goodman with associates Archan Hazra and Nicholas DeLuca; Executive Compensation partner Mike Shah with associates Kelly Bartley and Jon Sorger; and Antitrust partner Fiona Schaeffer with associates Matt DeFrancesco and Hannah Cho.