Eldorado, Caesars Entertainment Complete $17B Merger

VICI Properties, a REIT spun off from Caesars Entertainment, completed multiple transactions related to the blockbuster merger that created the world’s largest casino and entertainment company.

Harrah’s New Orleans. Image courtesy of VICI Properties Inc.

Caesars Entertainment Corp. and Eldorado Resorts Inc. have completed their $17.3 billion merger, creating the largest casino and entertainment company in the world that will now be known as Caesars Entertainment Inc.

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Tom Reeg, CEO of Caesars and the former Eldorado CEO, called the transaction a “transformative merger” that has made the combined Caesars the “premier leader in gaming and hospitality.” Caesars now owns and operates more than 55 casino properties worldwide, including eight casino properties on the Las Vegas Strip such as the iconic Caesars Palace, Paris Las Vegas, Planet Hollywood and Harrah’s Las Vegas. The company also owns or operates properties in 16 states: Nevada, Colorado, Missouri, Iowa, Florida, Mississippi, Louisiana, Ohio, Illinois, Indiana, New Jersey, Pennsylvania, Arizona, North Carolina, California and Maryland. Properties outside the U.S. are located in the U.K., Egypt, Canada, Dubai and a golf course in Macau.

The merger, planned by Eldorado since 2019, also impacted VICI Properties Inc., a REIT spun off from the old Caesars in 2017 that has been Caesars’ biggest landlord. Under the terms of the new master transaction agreement, VICI has acquired the land and real estate assets of Harrah’s New Orleans, Harrah’s Laughlin in Laughlin, Nev., and Harrah’s Atlantic City in New Jersey for about $1.8 billion. With some lease agreements being modified, the total amount is valued at approximately $3.2 billion in cash. Those properties were added to the non-Caesars Palace Las Vegas (CPLV) lease, which was amended and renamed the regional master lease. Annual rent under the regional master lease has now increased by $154 million. The CPLV and Harrah’s Las Vegas lease agreements were combined into the Las Vegas master lease and increased by $98.5 million. All existing Caesars leases are being extended so that a full 15-year initial lease term will remain prior to the expiration of the initial base lease term.

Looking ahead

Caesars and VICI also have a “put-call agreement” in which Caesars can require VICI to buy the real estate assets of Harrah’s Hoosier Park, a harness racing track and casino in Anderson, Ind., and Indiana Grand, a race track and casino in Shelbyville, Ind. VICI could decide itself to buy the properties between Jan. 1, 2022, and Dec. 31, 2024, and VICI also has the right of first refusal for a sale-leaseback transaction on Horseshoe Casino Baltimore if Caesars decides to sell that property. If Caesars disposes of some of its Las Vegas Strip properties—Flamingo Las Vegas, Bally’s Las Vegas, Paris Las Vegas, Planet Hollywood or the LINQ Hotel & Casino—VICI also has right of first refusal for a purchase or sale-leaseback deal.

John Payne, VICI president & chief operating officer, said in prepared remarks the transaction “will create significant and immediate value for our shareholders while replenishing our embedded pipeline of growth opportunities for years to come.”

Advisement teams

Deutsche Bank Securities Inc. acted as financial advisor. Stifel provided a fairness opinion and Kramer Levin Naftalis & Frankel LLP and Hogan Lovells US LLP were legal advisors to VICI in connection with the transaction.

The team for the Eldorado and Caesars merger included J.P. Morgan, Credit Suisse and Macquarie Capital acting as financial advisors to Eldorado. Millbank LLP and Latham & Watkins LLP served as Eldorado’s legal counsel. PJT Partners LP served as financial advisor to CEC. Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel to CEC.

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