Investor Presentaiton
Two Highly Complementary Regional Gaming Operators
Combine To Establish a Premier Regional Gaming Platform
ELDORADO
RESORTS
isle.
capri
Transaction
consideration
Transaction value
Financing
Management and
Governance
Approval process
Timing
TOO
Eldorado Resorts to acquire Isle of Capri for $23.00 per share
Each Isle shareholder has the option to elect cash or stock consideration for each share of Isle stock
Shareholder election is subject to proration procedures so that aggregate consideration is 58% cash and 42% stock
Pro forma for the transaction, Eldorado shareholders will own approximately 62% and Isle of Capri shareholders will
own approximately 38% of combined entity
Total Isle purchase price: $1.7bn¹ inclusive of $929mm of debt
Acquisition multiple of 8.8x based on Isle standalone LTM 7/24/16 EBITDA of $194mm
Synergized acquisition multiple of 7.4x pro forma for $35mm of estimated cost synergies
J.P. Morgan has provided $2,125mm in committed financing
New 5 year, $300mm revolving credit facility and new 7 year, $1,450mm Term Loan B
New 8 year, $375mm Senior Notes
Expected net leverage² of 5.1x at closing
Eldorado CEO, and President & CFO will maintain their respective positions at the pro forma company
Isle will designate two new directors subject to mutual agreement between both companies
Eldorado and Isle shareholder approval required
Subject to regulatory approvals
The companies have entered into a support agreement with key shareholders, i.e., Recreational Enterprises (Eldorado)
and GFIL Holdings (Isle) to vote in support of the acquisition
Transaction expected to close in Q2 2017, subject to customary closing conditions
1 Pro forma for announced sale of Lake Charles for net cash proceeds of $124mm
2 Net debt/ EBITDA
3View entire presentation