Isleworth Healthcare Acquisition Corp. (ISLE)
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DESCRIPTION
Isleworth Healthcare Acquisition Corp. does not have significant operations. The company focuses on effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. It intends to acquire a business in the biopharmaceutical or medical technology/device industries. The company was incorporated in 2020 and is based in Saint Petersburg, Florida.
NEWS

Eldorado Resorts Completes Accretive Cash and Stock Acquisition of Isle of Capri Casinos
businesswire.com
2017-05-01 12:10:00RENO, Nev. & ST. LOUIS--(BUSINESS WIRE)--Eldorado Resorts, Inc. (NASDAQ: ERI) (“Eldorado,” “ERI,” or “the Company”) announced today that it completed its previously announced acquisition of Isle of Capri Casinos, Inc. (NASDAQ: ISLE) (“Isle of Capri” or "Isle") in a cash and stock transaction. The combination creates a premiere, diversified regional gaming platform with combined annual revenue of more than $1.7 billion for the year ended December 31, 2016 for Eldorado and January 22, 2017 for Isle and adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) of approximately $394 million for that period after giving effect to identified cost synergies of approximately $35 million which are expected to be realized over the next four quarters. The Company’s shares will continue to trade on the NASDAQ Global Select Market under the symbol “ERI.” Pursuant to the terms of the Merger Agreement, Eldorado acquired all of the outstanding shares of Isle of Capri for $23.00 in cash or 1.638 shares of Eldorado common stock, at the election of each Isle of Capri shareholder. Isle of Capri shareholder elections were subject to proration such that the outstanding shares of Isle common stock were exchanged for aggregate consideration comprised of 58% cash, or $552.0 million, with the remaining 42% of the consideration paid to Isle of Capri shareholders in the form of 28.5 million newly issued shares of Eldorado common stock. Following the consummation of the merger, Eldorado has approximately 75.6 million common shares outstanding. The transaction is expected to be immediately accretive to Eldorado’s free cash flow and diluted earnings per share (after giving effect to the identified cost synergies as well as Isle’s recently completed sale of Lady Luck Casino Marquette for $40 million and previously announced divestiture of Isle of Capri Casino Hotel Lake Charles for $134.5 million which is expected to be completed later in 2017). The Isle transaction adds twelve casino–resorts to Eldorado’s portfolio and significantly expands its operational and geographic diversity. Eldorado’s expanded property portfolio includes 19 properties in ten states featuring approximately 20,000 slot machines and VLTs, more than 550 table games and over 6,500 hotel rooms. Gary Carano, Chairman and Chief Executive Officer of Eldorado, commented, “Our acquisition of Isle of Capri marks a significant milestone in Eldorado’s history of growth through strategic, accretive acquisitions. The combination significantly expands the scale of our gaming operations, further diversifies our geographic reach into new markets and minimizes market-specific risk. “We are delighted to welcome the Isle shareholders and team members to the Eldorado family. We believe that Eldorado is positioned for continued growth with a portfolio of premiere regional gaming assets, a solid balance sheet and an attractive weighted average cost of capital. Our experience in integrating the MTR assets and Silver Legacy and Circus Circus operations will serve us well as we add the Isle of Capri assets to our operating base. We intend to implement our strategy of focusing on margin enhancement and customer service and experiences across the portfolio by marrying best practices from both companies. Led by our gaming, hotel management and food and beverage teams with a long-term record of operating execution and M&A integration, we believe that Eldorado Resorts is positioned for near- and long-term success and the creation of value for our shareholders.” Tom Reeg, President and Chief Financial Officer of Eldorado, added, “The financing for the transaction was executed at favorable rates that should permit us to generate more incremental annual free cash flow than we originally expected. With our experienced management team, operating discipline and return-focused approach to capital expenditures, we believe the acquisition represents another meaningful opportunity for Eldorado Resorts and our existing and new shareholders.” J.P. Morgan acted as exclusive financial advisor and Milbank Tweed Hadley & McCloy LLP acted as legal counsel to Eldorado in connection with the transaction. Credit Suisse acted as exclusive financial advisor and Mayer Brown LLP acted as legal counsel to Isle of Capri in connection with the transaction. About Eldorado Resorts, Inc. Eldorado Resorts is a leading casino entertainment company that owns and operates nineteen properties in ten states, including Colorado, Florida, Iowa, Louisiana, Mississippi, Missouri, Nevada, Ohio, Pennsylvania and West Virginia. In aggregate, Eldorado’s properties feature approximately 20,000 slot machines and VLTs, more than 550 table games and over 6,500 hotel rooms. For more information, please visit www.eldoradoresorts.com. Non-GAAP Measures Adjusted EBITDA is a non-GAAP measurement. Eldorado defines adjusted EBITDA operating income (loss) before depreciation and amortization, stock based compensation, (gain) loss on the sale or disposal of property, equity in income of unconsolidated affiliate, acquisition charges, S-1 expenses, severance expenses and other regulatory gaming assessments, including the impact of change in reporting requirements. Isle of Capri defines Adjusted EBITDA as "earnings from continuing operations before interest and other non-operating income (expense), income taxes, stock-based compensation, preopening expenses and depreciation and amortization. Forward-Looking Statements This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding our strategies, objectives and plans for future development or acquisitions of properties or operations, as well as expectations, future operating results and other information that is not historical information. Although our expectations, beliefs and projections are expressed in good faith and with what we believe is a reasonable basis, there can be no assurance that these expectations, beliefs and projections will be realized. There are a number of risks and uncertainties that could cause our actual results to differ materially from those expressed in the forward-looking statements. Such risks, uncertainties and other important factors include, but are not limited to: Eldorado’s ability to promptly and effectively integrate the business of Eldorado and Isle and realize synergies resulting from the combined operations; our substantial indebtedness and the impact of such obligations on our operations and liquidity; competition; sensitivity of our operations to reductions in discretionary consumer spending and changes in general economic and market conditions; governmental regulations and increases in gaming taxes and fees in jurisdictions in which we operate; and other risks and uncertainties described in our reports on Form 10-K, Form 10-Q and Form 8-K. These forward-looking statements speak only as of the date of this press release, even if subsequently made available on our website or otherwise, and we do not intend to update publicly any forward-looking statement as a result of new information, future events or otherwise, except as may be required by law.

Eldorado Resorts and Isle of Capri Casinos Announce Preliminary Results of Elections Made by Isle Stockholders
businesswire.com
2017-04-27 16:05:00RENO, Nev. & ST. LOUIS--(BUSINESS WIRE)--Eldorado Resorts, Inc. (NASDAQ: ERI) (“Eldorado,” “ERI,” or “the Company”) and Isle of Capri Casinos, Inc. (NASDAQ: ISLE) (“Isle of Capri” or "Isle") announced today the preliminary results of the cash/stock elections made by Isle stockholders with respect to the consideration to be received in the previously announced merger between Eldorado and Isle. Holders of 35,667,371 shares of Isle common stock (which includes 6,030,617 shares that remain subject to guaranteed delivery procedures) elected to receive the stock consideration of 1.638 shares of Eldorado common stock per share of Isle common stock (“Stock Election Shares”) and holders of 6,882,190 shares of Isle common stock (which includes 9,759 shares that remain subject to guaranteed delivery procedures) elected to receive the cash consideration of $23.00 per share of Isle common stock (“Cash Election Shares”). The remaining shares of Isle common stock did not make any election (“No Election Shares”). As of April 27, 2017, there were approximately 42,066,144 shares of Isle common stock outstanding. Based on the preliminary election results, upon closing of the merger, each Cash Election Share and No Election Share will be entitled to receive $23.00 in cash, and, pursuant to the adjustment, proration and reallocation procedures described in the merger agreement governing the merger, a portion of Stock Election Shares will be entitled to receive the stock consideration of 1.638 shares of Eldorado common stock per share and a portion of Stock Election Shares will be entitled to receive $23.00 in cash per share. Eldorado and Isle expect to release the final results of such adjustment, proration and allocation procedures following the closing of the merger. About Eldorado Resorts, Inc. Eldorado Resorts is a casino entertainment company that owns and operates seven properties in five states, including the Eldorado Resort Casino, the Silver Legacy Resort Casino and Circus Circus Resort Casino in Reno, NV; the Eldorado Resort Casino in Shreveport, LA; Eldorado Gaming Scioto Downs in Columbus, OH; Mountaineer Casino Racetrack & Resort in Chester, WV; and Presque Isle Downs & Casino in Erie, PA. For more information, please visit www.eldoradoresorts.com. About Isle of Capri Casinos, Inc. Isle of Capri Casinos, Inc. is a leading regional gaming and entertainment company dedicated to providing guests with an exceptional experience at each of the 13 casino properties that it owns or operates, primarily under the Isle and Lady Luck brands. The Company currently operates gaming and entertainment facilities in Mississippi, Louisiana, Iowa, Missouri, Colorado, Florida and Pennsylvania. More information is available at the Company’s website, www.islecorp.com. Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the current expectations of Eldorado and Isle and are subject to uncertainty and changes in circumstances. Forward-looking statements include statements regarding the timing and completion of the acquisition of Isle by Eldorado. Although Eldorado’s and Isle’s expectations, beliefs and projections are expressed in good faith and with what we believe is a reasonable basis, there can be no assurance that these expectations, beliefs and projections will be realized. Information on potential risks and uncertainties is available in each of Eldorado’s and Isle’s recent filings with the SEC, including their respective reports on Form 10-K, Form 10-Q and Form 8-K. In light of these and other risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur. These forward-looking statements speak only as of the date of this press release, even if subsequently made available on our website or otherwise, and we do not intend to update publicly any forward-looking statement to reflect events or circumstances that occur after the date on which the statement is made, except as may be required by law.

Shareholders of Eldorado Resorts and Isle of Capri Casinos Vote to Approve Eldorado’s Acquisition of Isle of Capri
businesswire.com
2017-01-25 14:15:00RENO, Nev. & ST. LOUIS--(BUSINESS WIRE)--Eldorado Resorts, Inc. (NASDAQ: ERI) (“Eldorado”) and Isle of Capri Casinos, Inc. (NASDAQ: ISLE) (“Isle of Capri” or "Isle") announced that, at separate Special Meetings of Shareholders today, their respective shareholders approved certain actions in connection with Eldorado’s acquisition of Isle of Capri. The transaction is expected to be consummated in the second quarter of 2017 and remains subject to the approval of applicable gaming authorities, and other customary closing conditions. Holders of over 99% of the Eldorado shares that voted on the issuance of shares of Eldorado common stock in the merger cast their votes in favor, representing approximately 85% of Eldorado’s outstanding common stock as of the record date for the shareholder meeting. Holders of over 99% of the Isle shares that voted on the merger cast their votes in favor, representing approximately 84% of Isle’s outstanding common stock as of the record date for the shareholder meeting. Both Eldorado and Isle will file a Current Report on Form 8-K with the respective final results of the votes. Eldorado and Isle shareholders also approved each of the other matters on their respective meeting agendas including the Isle shareholders’ approval, on an advisory basis, of certain payments to Isle’s executive officers in connection with the merger. Gary Carano, Chairman and Chief Executive Officer of Eldorado, commented, “The acquisition of Isle of Capri represents a significant milestone in our long-term strategy to expand our regional gaming platform through accretive acquisitions. Upon completion of the transaction we will substantially increase the scale of our gaming operations and further diversify the geographic reach of Eldorado. After giving effect to the planned dispositions of Isle of Capri Casino Hotel Lake Charles and Lady Luck Casino Marquette, the combined operations of Eldorado and Isle will feature approximately 20,290 slot machines and VLTs, more than 550 table games and over 6,550 hotel rooms in ten states. The transaction is expected to be immediately accretive to our free cash flow and diluted earnings per share, inclusive of identified cost synergies of approximately $35 million expected in the first year following the completion of the transaction. “Since entering into the agreement, we have made progress towards the completion of the transaction including dialogue and meetings with gaming regulators and the development of detailed plans to optimize the operations of the combined company’s properties. We expect that our planned initiatives to implement our margin enhancement strategies across the Isle of Capri property portfolio while elevating the customer experience by marrying best practices from both companies will position Eldorado for near and long-term success.” Eric Hausler, Chief Executive Officer of Isle of Capri, added, “Today’s vote is an important step towards providing Isle of Capri shareholders with substantial and immediate value, as well as the opportunity to participate in the upside potential of the combined company through the transaction with Eldorado. I believe Eldorado has a solid plan in place to quickly integrate the two companies and I look forward to working closely with the Eldorado team to bring our companies together to realize the benefits of this compelling combination and ensure a smooth transition.” Transaction Details On September 19, 2016, Eldorado and Isle announced that they entered into a definitive merger agreement whereby Eldorado will acquire all of the outstanding shares of Isle of Capri for $23.00 in cash or 1.638 shares of Eldorado common stock, at the election of each Isle of Capri shareholder, reflecting total consideration of approximately $1.7 billion, inclusive of $929 million of long-term debt of Isle of Capri and its subsidiaries. Elections are subject to proration such that the outstanding shares of Isle common stock will be exchanged for aggregate consideration comprised of 58% cash and 42% Eldorado common stock. Upon completion of the transaction, Eldorado and Isle of Capri shareholders will hold approximately 62% and 38%, respectively, of the combined company’s outstanding shares. In addition, subject to mutual agreement by both companies, two members of the Isle of Capri Board of Directors, Bonnie Biumi and Gregory J. Kozicz, will be designated as members of the Eldorado Board of Directors effective immediately following the closing of the transaction. Eldorado has received committed financing for the transaction totaling $2.1 billion from J.P. Morgan. J.P. Morgan is acting as exclusive financial advisor and Milbank Tweed Hadley & McCloy LLP is acting as legal counsel to Eldorado in connection with the proposed transaction. Credit Suisse is acting as exclusive financial advisor and Mayer Brown LLP is acting as legal counsel to Isle of Capri in connection with the proposed transaction. About Eldorado Resorts, Inc. Eldorado Resorts is a casino entertainment company that owns and operates seven properties in five states, including the Eldorado Resort Casino, the Silver Legacy Resort Casino and Circus Circus Resort Casino in Reno, NV; the Eldorado Resort Casino in Shreveport, LA; Eldorado Gaming Scioto Downs in Columbus, OH; Mountaineer Casino Racetrack & Resort in Chester, WV; and Presque Isle Downs & Casino in Erie, PA. For more information, please visit www.eldoradoresorts.com. On September 19, 2016 the Company announced that it entered into a definitive merger agreement to acquire Isle of Capri Casinos, Inc. (NASDAQ: ISLE) for total consideration of $1.7 billion. Upon completion of the transaction, expected to occur in the second quarter of 2017, Eldorado will add 12 additional properties to its portfolio taking into account announced divestitures. About Isle of Capri Casinos, Inc. Isle of Capri Casinos, Inc. is a leading regional gaming and entertainment company dedicated to providing guests with an exceptional experience at each of the 14 casino properties that it owns or operates, primarily under the Isle and Lady Luck brands. Isle currently operates gaming and entertainment facilities in Colorado, Florida, Iowa, Louisiana, Mississippi, Missouri, and Pennsylvania. More information is available at the Company's website, www.islecorp.com. Forward-Looking Statements This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding our strategies, objectives and plans for future development or acquisitions of properties or operations, as well as expectations, future operating results and other information that is not historical information. When used in this press release, the terms or phrases such as “anticipates,” “believes,” “projects,” “plans,” “intends,” “expects,” “might,” “may,” “estimates,” “could,” “should,” “would,” “will likely continue,” and variations of such words or similar expressions are intended to identify forward-looking statements. Although our expectations, beliefs and projections are expressed in good faith and with what we believe is a reasonable basis, there can be no assurance that these expectations, beliefs and projections will be realized. There are a number of risks and uncertainties that could cause our actual results to differ materially from those expressed in the forward-looking statements which are included elsewhere in this press release. Such risks, uncertainties and other important factors include, but are not limited to: the timing of consummating a potential transaction between Eldorado and Isle; the ability and timing to obtain required regulatory approvals (including approval from gaming regulators) and satisfy or waive other closing conditions; the possibility that the merger does not close when expected or at all or that the companies may be required to modify aspects of the merger to achieve regulatory approval; Eldorado’s ability to realize the synergies contemplated by a potential transaction; Eldorado’s ability to promptly and effectively integrate the business of Eldorado and Isle; uncertainties in the global economy and credit markets and its potential impact on Eldorado’s ability to finance the transaction; the outcome of any legal proceedings that may be instituted in connection with the transaction; the ability to retain certain key employees of Isle; the possibility of a material adverse change affecting Eldorado or Isle; the possibility that the business of Eldorado or Isle may suffer as a result of the announcement of the transaction; Eldorado’s ability to obtain financing on the terms expected, or at all; changes in value of our common stock between the date of the merger agreement and the closing of the merger; our substantial indebtedness and the impact of such obligations on our operations and liquidity; competition; our geographic concentration; sensitivity of our operations to reductions in discretionary consumer spending and changes in general economic and market conditions; governmental regulations and increases in gaming taxes and fees in jurisdictions in which we operate; risks relating to pending claims or future claims that may be brought against us; the effect of disruptions to our information technology and other systems and infrastructure; construction factors relating to maintenance and expansion of operations; our ability to attract and retain customers; weather or road conditions limiting access to our properties; the effect of war, terrorist activity, natural disasters and other catastrophic events; and competition to attract and retain management and key employees. In light of these and other risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur. These forward-looking statements speak only as of the date of this press release, even if subsequently made available on our website or otherwise, and we do not intend to update publicly any forward-looking statement to reflect events or circumstances that occur after the date on which the statement is made, except as may be required by law. Important Information for Investors and Stockholders The information in this press release is neither an offer to sell nor the solicitation of an offer to sell, subscribe for or buy any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offer of securities or solicitation will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with the proposed transaction between ERI and Isle, ERI filed a registration statement on Form S-4 (File No. 333-214422) with the Securities and Exchange Commission (the “SEC”) that was declared effective on December 29, 2016 and contains a definitive joint proxy statement of ERI and Isle that also constitutes a prospectus of ERI, which was mailed to shareholders of ERI and Isle on or about January 4, 2017. This communication is not a substitute for the joint proxy statement/prospectus or any other document that ERI or Isle may file with the SEC or send to their shareholders in connection with the proposed transaction. SECURITY HOLDERS OF ELDORADO AND ISLE ARE ADVISED TO READ THE PROSPECTUS/PROXY STATEMENT CAREFULLY AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN SUCH MATERIALS BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The Prospectus/Proxy Statement and other documents that will be filed with the SEC by Eldorado and Isle will be available without charge at the SEC’s website, www.sec.gov, or by directing a request to (1) Eldorado Resorts, Inc. by mail at 100 West Liberty Street, Suite 1150, Reno, Nevada 89501, Attention: Investor Relations, by telephone at (775) 328-0112 or by going to the Investor page on Eldorado’s corporate website at www.eldoradoresorts.com; or (2) Isle of Capri Casinos, Inc. by mail at 600 Emerson Road, Suite 300, Saint Louis, Missouri 63141, Attention: Investor Relations, by telephone at (314) 813-9200, or by going to the Investors page on Isle’s corporate website at www.islecorp.com.

Eldorado Resorts Secures Approval from the West Virginia Lottery Commission for Isle of Capri Casinos Transaction
businesswire.com
2016-12-15 12:30:00RENO, Nev.--(BUSINESS WIRE)--Eldorado Resorts, Inc. (NASDAQ: ERI) (“Eldorado,” “ERI,” or “the Company”) announced today that it received approval from the West Virginia Lottery Commission for its pending acquisition of Isle of Capri Casinos, Inc. (NASDAQ: ISLE). Eldorado Resorts operates the Mountaineer Casino Racetrack & Resort in West Virginia and the approval by the West Virginia Lottery Commission marks the first regulatory approval of the transaction. Eldorado and Isle of Capri are in the process of obtaining all necessary approvals for the planned transaction which is expected to close in the second quarter of 2017. The timing of the closing is subject to obtaining certain regulatory approvals and satisfying other customary closing conditions including approval by the shareholders of both companies. About Eldorado Resorts, Inc. Eldorado Resorts is a casino entertainment company that owns and operates seven properties in five states, including the Eldorado Resort Casino, the Silver Legacy Resort Casino and Circus Circus Resort Casino in Reno, NV; the Eldorado Resort Casino in Shreveport, LA; Scioto Downs Racino in Columbus, OH; Mountaineer Casino Racetrack & Resort in Chester, WV; and Presque Isle Downs & Casino in Erie, PA. For more information, please visit www.eldoradoresorts.com. The Company recently announced that it has entered into a definitive merger agreement to acquire Isle of Capri Casinos, Inc. (NASDAQ: ISLE) for total consideration of $1.7 billion. Upon completion of the transaction, expected to occur in the second quarter of 2017, Eldorado will add 12 additional properties to its portfolio taking into account announced divestitures. Forward-Looking Statements This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding our strategies, objectives and plans for future development or acquisitions of properties or operations, as well as expectations, future operating results and other information that is not historical information. When used in this press release, the terms or phrases such as “anticipates,” “believes,” “projects,” “plans,” “intends,” “expects,” “might,” “may,” “estimates,” “could,” “should,” “would,” “will likely continue,” and variations of such words or similar expressions are intended to identify forward-looking statements. Although our expectations, beliefs and projections are expressed in good faith and with what we believe is a reasonable basis, there can be no assurance that these expectations, beliefs and projections will be realized. There are a number of risks and uncertainties that could cause our actual results to differ materially from those expressed in the forward-looking statements which are included elsewhere in this press release. Such risks, uncertainties and other important factors include, but are not limited to: the timing of consummating a potential transaction between Eldorado and Isle; the ability and timing to obtain required regulatory approvals (including approval from gaming regulators) and satisfy or waive other closing conditions; the ability to obtain the approval of stockholders of Eldorado and Isle; the possibility that the merger does not close when expected or at all or that the companies may be required to modify aspects of the merger to achieve regulatory approval; Eldorado’s ability to realize the synergies contemplated by a potential transaction; Eldorado’s ability to promptly and effectively integrate the business of Eldorado and Isle; uncertainties in the global economy and credit markets and its potential impact on Eldorado’s ability to finance the transaction; the outcome of any legal proceedings that may be instituted in connection with the transaction; the ability to retain certain key employees of Isle; the possibility of a material adverse change affecting Eldorado or Isle; the possibility that the business of Eldorado or Isle may suffer as a result of the announcement of the transaction; Eldorado’s ability to obtain financing on the terms expected, or at all; changes in value of our common stock between the date of the merger agreement and the closing of the merger; our substantial indebtedness and the impact of such obligations on our operations and liquidity; competition; our geographic concentration; sensitivity of our operations to reductions in discretionary consumer spending and changes in general economic and market conditions; governmental regulations and increases in gaming taxes and fees in jurisdictions in which we operate; risks relating to pending claims or future claims that may be brought against us; the effect of disruptions to our information technology and other systems and infrastructure; construction factors relating to maintenance and expansion of operations; our ability to attract and retain customers; weather or road conditions limiting access to our properties; the effect of war, terrorist activity, natural disasters and other catastrophic events; and competition to attract and retain management and key employees. In light of these and other risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur. These forward-looking statements speak only as of the date of this press release, even if subsequently made available on our website or otherwise, and we do not intend to update publicly any forward-looking statement to reflect events or circumstances that occur after the date on which the statement is made, except as may be required by law. Important Information for Investors and Stockholders The information in this press release is not a substitute for the prospectus/proxy statement that Eldorado and Isle will file with the Securities and Exchange Commission (the “SEC”), which will include a prospectus with respect to shares of Eldorado common stock to be issued in the merger and a proxy statement of each of Eldorado and Isle in connection with the merger between Eldorado and Isle (the “Prospectus/Proxy Statement”). The Prospectus/Proxy Statement will be sent or given to the stockholders of Eldorado and Isle when it becomes available and will contain important information about the merger and related matters, including detailed risk factors. SECURITY HOLDERS OF ELDORADO AND ISLE ARE ADVISED TO READ THE PROSPECTUS/PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The Prospectus/Proxy Statement and other documents that will be filed with the SEC by Eldorado and Isle will be available without charge at the SEC’s website, www.sec.gov, or by directing a request when such a filing is made to (1) Eldorado Resorts, Inc. by mail at 100 West Liberty Street, Suite 1150, Reno, Nevada 89501, Attention: Investor Relations, by telephone at (775) 328-0112 or by going to the Investor page on Eldorado’s corporate website at www.eldoradoresorts.com; or (2) Isle of Capri Casinos, Inc. by mail at 600 Emerson Road, Suite 300, Saint Louis, Missouri 63141, Attention: Investor Relations, by telephone at (314) 813-9200, or by going to the Investors page on Isle’s corporate website at www.islecorp.com. A final proxy statement or proxy/prospectus statement will be mailed to stockholders of Eldorado and Isle as of their respective record dates. The information in this press release is neither an offer to sell nor the solicitation of an offer to sell, subscribe for or buy any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This communication is also not a solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise. No offer of securities or solicitation will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Proxy Solicitation Eldorado and Isle, and certain of their respective directors, executive officers and other members of management and employees may be deemed participants in the solicitation of proxies in connection with the proposed transactions. Information about the directors and executive officers of Eldorado is set forth in the proxy statement for Eldorado’s 2016 annual meeting of stockholders and Eldorado’s 10-K for the year ended December 31, 2015. Information about the directors and executive officers of Isle is set forth in the proxy statement for Isle’s 2016 annual meeting of shareholders and Isle’s Form 10-K for the year ended April 24, 2016. Investors may obtain additional information regarding the interests of such participants in the proposed transactions by reading the prospectus/proxy statement for such proposed transactions when it becomes available.

SHAREHOLDER ALERT: Rigrodsky & Long, P.A. Announces Investigation Of Isle of Capri Casinos, Inc. Buyout
businesswire.com
2016-10-26 16:29:00WILMINGTON, Del.--(BUSINESS WIRE)--Rigrodsky & Long, P.A.: Do you own shares of Isle of Capri Casinos, Inc. (NASDAQ GS: ISLE)? Did you purchase any of your shares prior to September 19, 2016? Do you think the proposed buyout value is too low? Do you want to discuss your rights? Rigrodsky & Long, P.A. announces that it is investigating potential legal claims against the board of directors of Isle of Capri Casinos, Inc. (“Isle of Capri” or the “Company”) (NASDAQ GS: ISLE) regarding possible breaches of fiduciary duties and other violations of law related to the Company’s entry into an agreement to be acquired by Eldorado Resorts, Inc. (“Eldorado”) (NASDAQ GS: ERI), in a transaction valued at approximately $1.7 billion. Click here to learn more: http://rigrodskylong.com/investigations/isle-of-capri-casinos-inc-isle. Under the terms of the agreement, shareholders of Isle of Capri will receive either $23.00 in cash or 1.638 shares of Eldorado common stock for each share of Isle of Capri they own. The investigation concerns whether Isle of Capri’s board of directors failed to adequately shop the Company and obtain the best possible value for Isle of Capri’s shareholders before entering into an agreement with Eldorado. If you own the common stock of Isle of Capri and purchased your shares before September 19, 2016, if you have information or would like to learn more about these claims, or if you wish to discuss these matters or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Seth D. Rigrodsky or Gina M. Serra at Rigrodsky & Long, P.A., 2 Righter Parkway, Suite 120, Wilmington, DE 19803, by telephone at (888) 969-4242; by e-mail to info@rl-legal.com, or at: http://rigrodskylong.com/investigations/isle-of-capri-casinos-inc-isle. Rigrodsky & Long, P.A., with offices in Wilmington, Delaware and Garden City, New York, regularly prosecutes securities class, derivative and direct actions, shareholder rights litigation and corporate governance litigation, on behalf of shareholders in states and federal courts throughout the United States. Attorney advertising. Prior results do not guarantee a similar outcome.

INVESTOR ALERT: Brower Piven Commences An Investigation Into The Proposed Sale Of Isle of Capri Casinos, Inc. And Encourages Shareholders To Contact The Firm For Additional Information
businesswire.com
2016-09-27 13:35:00STEVENSON, Md.--(BUSINESS WIRE)--The securities litigation law firm of Brower Piven, A Professional Corporation, has commenced an investigation into possible breaches of fiduciary duty and other violations of state law by the Board of Directors of Isle of Capri Casinos, Inc. (Nasdaq: ISLE) (“Isle of Capri Casinos” or the “Company”) relating to the proposed buyout of Isle of Capri Casinos by Eldorado Resorts, Inc. Under the terms of the agreement, Isle of Capri Casinos shareholders are anticipated to receive either $23.00 in cash or 1.638 shares of Eldorado common stock for each share of Isle of Capri Casinos they own. The firm’s investigation seeks to determine, among other things, whether the Company’s Board of Directors failed to satisfy their duties to shareholders, including whether the Board adequately pursued alternatives to the acquisition and whether the Board obtained the best price possible for the Company’s shares of common stock. If you currently own common stock of Isle of Capri Casinos and believe that the proposed buyout price is too low, or you would like to learn more about the investigation being conducted by Brower Piven, please visit our website at http://www.browerpiven.com/currentinvestigations.html. You may also request more information by contacting Brower Piven either by email at hoffman@browerpiven.com or by telephone at (410) 415-6616. Attorneys at Brower Piven have extensive experience in litigating securities and other class action cases and have been advocating for the rights of shareholders since the 1980s.

INVESTOR ALERT: Levi & Korsinsky, LLP Announces an Investigation Concerning Whether the Sale of Isle of Capri Casinos, Inc. to Eldorado Resorts, Inc. Is Fair to Shareholders -- ISLE
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2016-09-26 13:07:00NEW YORK--(BUSINESS WIRE)--The following statement is being issued by Levi & Korsinsky, LLP: To: All Persons or Entities who purchased Isle of Capri Casinos, Inc. (“Isle of Capri”) (NASDAQ:ISLE) stock prior to September 19, 2016. You are hereby notified that Levi & Korsinsky, LLP has commenced an investigation into the fairness of the sale of Isle of Capri to Eldorado Resorts, Inc. (NASDAQ: ERI). Under the terms of the transaction, Isle of Capri shareholders may elect to receive either $23.00 in cash or 1.638 shares of Eldorado common stock for each share of Isle of Capri stock they own. To learn more about the action and your rights, go to: http://zlk.9nl.com/isle-of-capri-isle or contact Joseph E. Levi, Esq. either via email at jlevi@zlk.com or by telephone at (212) 363-7500, toll-free: (877) 363-5972. There is no cost or obligation to you. Levi & Korsinsky is a national firm with offices in New York, New Jersey, Connecticut, California, and Washington D.C. The firm’s attorneys have extensive expertise in prosecuting securities litigation involving financial fraud, representing investors throughout the nation in securities lawsuits and have recovered hundreds of millions of dollars for aggrieved shareholders. For more information, please feel free to contact any of the attorneys listed below. Attorney advertising. Prior results do not guarantee similar outcomes. Levi & Korsinsky, LLPJoseph E. Levi, Esq.Eduard Korsinsky, Esq.30 Broad Street - 24th FloorNew York, NY 10004Tel: (212) 363-7500Toll Free: (877) 363-5972Fax: (212) 363-7171www.zlk.com

ISLE SHAREHOLDER ALERT: Brower Piven Commences An Investigation Into The Proposed Sale Of Isle of Capri Casinos, Inc. And Encourages Investors To Contact The Firm For Additional Information
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2016-09-21 15:33:00STEVENSON, Md.--(BUSINESS WIRE)--The securities litigation law firm of Brower Piven, A Professional Corporation, has commenced an investigation into possible breaches of fiduciary duty and other violations of state law by the Board of Directors of Isle of Capri Casinos, Inc. (Nasdaq: ISLE) (“Isle of Capri Casinos” or the “Company”) relating to the proposed buyout of Isle of Capri Casinos by Eldorado Resorts, Inc. Under the terms of the agreement, Isle of Capri Casinos shareholders are anticipated to receive either $23.00 in cash or 1.638 shares of Eldorado common stock for each share of Isle of Capri Casinos they own. The firm’s investigation seeks to determine, among other things, whether the Company’s Board of Directors failed to satisfy their duties to shareholders, including whether the Board adequately pursued alternatives to the acquisition and whether the Board obtained the best price possible for the Company’s shares of common stock. If you currently own common stock of Isle of Capri Casinos and believe that the proposed buyout price is too low, or you would like to learn more about the investigation being conducted by Brower Piven, please visit our website at http://www.browerpiven.com/currentinvestigations.html. You may also request more information by contacting Brower Piven either by email at hoffman@browerpiven.com or by telephone at (410) 415-6616. Attorneys at Brower Piven have extensive experience in litigating securities and other class action cases and have been advocating for the rights of shareholders since the 1980s.

ISLE OF CAPRI CASINOS, INC. SHAREHOLDER ALERT: Rigrodsky & Long, P.A. Announces Investigation Of Buyout
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2016-09-20 17:33:00WILMINGTON, Del.--(BUSINESS WIRE)--Rigrodsky & Long, P.A.: Do you own shares of Isle of Capri Casinos, Inc. (NASDAQ GS: ISLE)? Did you purchase any of your shares prior to September 19, 2016? Do you think the proposed buyout value is too low? Do you want to discuss your rights? Rigrodsky & Long, P.A. announces that it is investigating potential legal claims against the board of directors of Isle of Capri Casinos, Inc. (“Isle of Capri” or the “Company”) (NASDAQ GS: ISLE) regarding possible breaches of fiduciary duties and other violations of law related to the Company’s entry into an agreement to be acquired by Eldorado Resorts, Inc. (“Eldorado”) (NASDAQ GS: ERI), in a transaction valued at approximately $1.7 billion. Click here to learn more: http://rigrodskylong.com/investigations/isle-of-capri-casinos-inc-isle. Under the terms of the agreement, shareholders of Isle of Capri will receive either $23.00 in cash or 1.638 shares of Eldorado common stock for each share of Isle of Capri they own. The investigation concerns whether Isle of Capri’s board of directors failed to adequately shop the Company and obtain the best possible value for Isle of Capri’s shareholders before entering into an agreement with Eldorado. If you own the common stock of Isle of Capri and purchased your shares before September 19, 2016, if you have information or would like to learn more about these claims, or if you wish to discuss these matters or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Seth D. Rigrodsky or Gina M. Serra at Rigrodsky & Long, P.A., 2 Righter Parkway, Suite 120, Wilmington, DE 19803, by telephone at (888) 969-4242; by e-mail to info@rl-legal.com, or at: http://rigrodskylong.com/investigations/isle-of-capri-casinos-inc-isle. Rigrodsky & Long, P.A., with offices in Wilmington, Delaware and Garden City, New York, regularly prosecutes securities class, derivative and direct actions, shareholder rights litigation and corporate governance litigation, on behalf of shareholders in states and federal courts throughout the United States. Attorney advertising. Prior results do not guarantee a similar outcome.

INVESTOR ALERT: Levi & Korsinsky, LLP Announces an Investigation Concerning Whether the Sale of Isle of Capri Casinos, Inc. to Eldorado Resorts, Inc. Is Fair to Shareholders
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2016-09-20 15:20:00NEW YORK--(BUSINESS WIRE)--The following statement is being issued by Levi & Korsinsky, LLP: To: All Persons or Entities who purchased Isle of Capri Casinos, Inc. (“Isle of Capri”) (NASDAQ:ISLE) stock prior to September 19, 2016. You are hereby notified that Levi & Korsinsky, LLP has commenced an investigation into the fairness of the sale of Isle of Capri to Eldorado Resorts, Inc. (NASDAQ: ERI). Under the terms of the transaction, Isle of Capri shareholders may elect to receive either $23.00 in cash or 1.638 shares of Eldorado common stock for each share of Isle of Capri stock they own. To learn more about the action and your rights, go to: http://zlk.9nl.com/isle-of-capri-isle or contact Joseph E. Levi, Esq. either via email at jlevi@zlk.com or by telephone at (212) 363-7500, toll-free: (877) 363-5972. There is no cost or obligation to you. Levi & Korsinsky is a national firm with offices in New York, New Jersey, Connecticut, California, and Washington D.C. The firm’s attorneys have extensive expertise in prosecuting securities litigation involving financial fraud, representing investors throughout the nation in securities lawsuits and have recovered hundreds of millions of dollars for aggrieved shareholders. For more information, please feel free to contact any of the attorneys listed below. Attorney advertising. Prior results do not guarantee similar outcomes.

Robbins Arroyo LLP: Acquisition of Isle of Capri Casinos, Inc. (ISLE) by Eldorado Resorts, Inc. (ERI) May Not Be in Shareholders' Best Interests
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2016-09-19 18:17:00SAN DIEGO & ST. LOUIS--(BUSINESS WIRE)--Shareholder rights attorneys at Robbins Arroyo LLP are investigating the proposed acquisition of Isle of Capri Casinos, Inc. (NASDAQ: ISLE) by Eldorado Resorts, Inc. (NASDAQ: ERI). On September 19, 2016, the two companies announced the signing of a definitive merger agreement pursuant to which Eldorado will acquire Isle of Capri. Under the terms of the agreement, Isle of Capri shareholders will receive $23.00 in cash or 1.638 shares of Eldorado common stock, the value of which is equivalent to $23.00 based on Eldorado's 30-day average closing price, for each share of Isle of Capri common stock. View this information on the law firm's Shareholder Rights Blog: www.robbinsarroyo.com/shareholders-rights-blog/isle-of-capri-casinos-inc Is the Proposed Acquisition Best for Isle of Capri and Its Shareholders? Robbins Arroyo LLP's investigation focuses on whether the board of directors at Isle of Capri is undertaking a fair process to obtain maximum value and adequately compensate its shareholders. On August 30, 2016, Isle of Capri reported strong earnings results for its first quarter 2017. Isle of Capri reported net income of $10.3 million for the three months ended July 24, 2016, a 232.26% increase from the same period of the prior year. In commenting on these results, Isle of Capri Chief Executive Officer Eric Hausler remarked, "We continue to reinvigorate our properties through prudent capital investments to enhance the guest experience. During the quarter, we began renovating the Kansas City buffet and expect to start renovating the Black Hawk buffet in the second quarter, among other projects.…We continued to execute on a variety of other strategic initiatives which we believe enhance shareholder value. Most notably, on August 22 we announced that we have signed a definitive agreement to sell our Lake Charles property for $134.5 million." In light of these facts, Robbins Arroyo LLP is examining Isle of Capri's board of directors' decision to sell the company now rather than allow shareholders to continue to participate in the company's continued success and future growth prospects. Isle of Capri shareholders have the option to file a class action lawsuit to ensure the board of directors obtains the best possible price for shareholders and the disclosure of material information. Isle of Capri shareholders interested in information about their rights and potential remedies can contact attorney Darnell R. Donahue at (800) 350-6003, ddonahue@robbinsarroyo.com, or via the shareholder information form on the firm's website. Robbins Arroyo LLP is a nationally recognized leader in securities litigation and shareholder rights law. The law firm represents individual and institutional investors in shareholder derivative and securities class action lawsuits, and has helped its clients realize more than $1 billion of value for themselves and the companies in which they have invested. Attorney Advertising. Past results do not guarantee a similar outcome.

Isle of Capri Casinos, Inc. Shareholder Alert: Former SEC Attorney Willie Briscoe and Powers Taylor LLP Investigate Merger with Eldorado Resorts, Inc.
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2016-09-19 12:20:00DALLAS--(BUSINESS WIRE)--Former United States Securities and Exchange Commission attorney Willie Briscoe and the securities litigation firm of Powers Taylor LLP are investigating potential claims against the Board of Directors of Isle of Capri Casinos, Inc. (“Isle of Capri”) (NASDAQ: ISLE) concerning the merger with Eldorado Resorts, Inc. (“Eldorado”). Under the terms of the agreement, valued at approximately $1.7 billion, Isle of Capri shareholders will only receive $23.00 in cash or 1.638 shares of Eldorado per share held. If you are an affected investor, and you want to learn more about the investigation or if you have information that you believe would be helpful to our investigation of the fairness of the proposed transaction, contact Willie Briscoe at The Briscoe Law Firm, PLLC via email at shareholders@thebriscoelawfirm.com, Patrick Powers at Powers Taylor LLP via e-mail at shareholder@powerstaylor.com or by calling toll free at (877) 728-9607. There is no cost or fee to you. The investigation centers on whether Isle of Capri’s Board of Directors is acting in the shareholders’ best interests, whether the board is properly negotiating a higher share price for the shareholders, and whether the board has employed an adequate process to review and act on the proposed transaction. The Briscoe Law Firm, PLLC is a full service business litigation and shareholder rights advocacy firm with more than 20 years of experience in complex litigation and transactional matters. Powers Taylor LLP is a boutique litigation law firm that handles a variety of complex business litigation matters, including claims of investor and stockholder fraud, shareholder oppression, shareholder derivative suits, and security class actions.

Eldorado Resorts Enters into Definitive Agreement to Acquire Isle of Capri Casinos for $23 Per Share in Accretive Cash and Stock Transaction Valued at $1.7 Billion
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2016-09-19 06:30:00RENO, Nev. & ST. LOUIS--(BUSINESS WIRE)--Eldorado Resorts, Inc. (NASDAQ: ERI) (“Eldorado,” “ERI,” or “the Company”) and Isle of Capri Casinos, Inc. (NASDAQ: ISLE) (“Isle of Capri” or "Isle") announced today that they have entered into a definitive merger agreement whereby Eldorado will acquire all of the outstanding shares of Isle of Capri for $23.00 in cash or 1.638 shares of Eldorado common stock, at the election of each Isle of Capri shareholder, reflecting total consideration of approximately $1.7 billion, inclusive of $929 million of long-term debt of Isle of Capri and its subsidiaries. The exchange ratio for stock consideration to be issued in the merger is fixed and was determined based on Eldorado’s 30-trading day volume weighted average price as of September 18, 2016 of $14.04. Elections are subject to proration such that the outstanding shares of Isle common stock will be exchanged for aggregate consideration comprised of 58% cash and 42% Eldorado common stock. The transaction is expected to be immediately accretive to Eldorado’s free cash flow and diluted earnings per share, inclusive of identified cost synergies of approximately $35 million in the first year following the completion of the transaction and giving effect to Isle’s previously announced divestiture of Isle of Capri Casino Hotel Lake Charles. The transaction consideration represents an approximate 36% premium over the closing share price of Isle of Capri on September 16, 2016. Following the completion of the transaction, Eldorado will benefit from increased operational and geographic diversity as it will add thirteen casino–resorts to its portfolio, for a total of 20 properties in ten states. After giving effect to the completion of the transaction and the sale of Isle of Capri Casino Hotel Lake Charles, the combined operations of Eldorado and Isle would have generated approximately $1.8 billion in revenue for the twelve months ended June 30, 2016. Eldorado’s expanded property portfolio will feature approximately 20,800 slot machines and VLTs, more than 560 table games and over 6,500 hotel rooms. No single market accounted for more than 15% of the combined entity’s Adjusted EBITDA for the twelve month periods ended the last day of the most recent fiscal quarter for each of Eldorado and Isle. Gary Carano, Chairman and Chief Executive Officer of Eldorado, commented, “The acquisition of Isle of Capri represents a transformational growth opportunity for Eldorado and is a significant milestone in the successful ongoing execution of our long-term strategy to opportunistically expand our regional gaming platform through accretive acquisitions. In the last two years we have created tremendous value for our shareholders as the scale of Eldorado Resorts will grow from two wholly-owned properties and a 50% interest in a third property in two markets in 2014 to 20 properties in ten states after completing the transaction. Financially, the transaction is expected to be accretive to our operating results upon closing. For the twelve month periods ended the last day of the most recent fiscal quarter for each of Eldorado and Isle, the revenues of the combined company were almost double Eldorado’s revenues on a standalone basis and combined Adjusted EBITDA was approximately $400 million, inclusive of the cost synergies we have identified. Strategically, the combination builds the scale of our gaming operations and further diversifies the geographic reach of our operations without any overlap with our existing properties. “We intend to implement our strategy of focusing on margin enhancement and customer service and experiences across the portfolio by marrying best practices from both companies. Led by our proven gaming, hotel management and food and beverage teams with a long-term record of operating execution and M&A integration we believe that Eldorado Resorts will be positioned for long-term success. Combining the assets, management, personnel, operations and other resources of these two organizations is expected to create substantial near- and long-term synergies." Eric Hausler, Chief Executive Officer of Isle of Capri, added, “We are pleased to reach this agreement with Eldorado Resorts, which provides Isle of Capri shareholders with substantial and immediate value, as well as the opportunity to participate in the upside potential of the combined company. The premium value our shareholders will be receiving reflects the culmination of several years of hard work by many dedicated Isle of Capri employees and the determination and guidance of our Board of Directors in creating and driving value. I am thankful for the hard work and dedication of our talented employees, and I am confident they will continue to make many valuable contributions as part of a larger and stronger organization. I look forward to working closely with the Eldorado team to bring our companies together to realize the benefits of this compelling combination and ensure a smooth transition.” Tom Reeg, President and Chief Financial Officer of Eldorado, concluded, “This acquisition marks further progress toward our goal of strategically expanding our property base to realize benefits of scale, increasing long-term strategic and financial flexibility, and driving shareholder value. Our experience and success over the last two years in integrating the MTR assets and Silver Legacy and Circus Circus operations will serve us well as we add the Isle of Capri assets to our operating base. With our experienced management team, operating discipline and return-focused approach to capital expenditures, we believe the acquisition of Isle of Capri offers a meaningful opportunity for Eldorado Resorts, our shareholders and Isle shareholders. Notably, after giving effect to the transaction, the incurrence of debt to fund the cash portion of the purchase price, transaction expenses, and the expected first year cost synergies of $35 million, we expect our net leverage ratio to be approximately 5.1x at closing. We plan to use the free cash flow expected to be generated by the combined company to reduce leverage and pursue future growth opportunities.” Eldorado has received committed financing for the transaction totaling $2.1 billion from J.P. Morgan. The completion of the transaction is not subject to a financing contingency. The transaction has been unanimously approved by the Boards of Directors of both Eldorado Resorts, Inc. and Isle of Capri Casinos, Inc. The transaction is subject to approval of the stockholders of Eldorado Resorts and Isle of Capri, 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 second quarter of 2017. Certain stockholders of Eldorado and Isle of Capri who control approximately 24% and 35% of the outstanding shares of common stock of Eldorado and Isle of Capri, respectively, have signed agreements to vote in favor of the transaction. Upon completion of the transaction, Eldorado and Isle of Capri shareholders will hold approximately 62% and 38%, respectively, of the combined company’s outstanding shares. In addition, subject to mutual agreement by both companies, two members of the Isle of Capri Board of Directors will be designated as members of the Eldorado Board of Directors effective immediately following the closing of the transaction. J.P. Morgan is acting as exclusive financial advisor and Milbank Tweed Hadley & McCloy LLP is acting as legal counsel to Eldorado in connection with the proposed transaction. Credit Suisse is acting as exclusive financial advisor and Mayer Brown LLP is acting as legal counsel to Isle of Capri in connection with the proposed transaction. Conference Call, Webcast, Investor Presentation Eldorado Resorts and Isle of Capri will host a joint conference call today, Monday, September 19 at 8:30 a.m. ET to review the transaction and host a question and answer session. To access the conference call, interested parties may dial (888) 461-2011 (domestic callers) or (719) 457-2659 (international callers). The Conference ID Number is 8991337. Participants can also listen to a live webcast of the call from Eldorado’s website at http://www.eldoradoresorts.com/ or Isle of Capri’s website at http://www.islecorp.com/index.html. During the conference call and webcast, management will review a presentation summarizing the proposed transaction which can be accessed at http://www.eldoradoresorts.com/. A webcast replay will be available for 90 days following the live event at http://www.eldoradoresorts.com/. Please call five minutes in advance to ensure that you are connected. Questions and answers will be taken only from participants on the conference call. For the webcast, please allow 15 minutes to register, download and install any necessary software. About Eldorado Resorts, Inc. Eldorado Resorts is a casino entertainment company that owns and operates seven properties in five states, including the Eldorado Resort Casino, the Silver Legacy Resort Casino and Circus Circus Resort Casino in Reno, NV; the Eldorado Resort Casino in Shreveport, LA; Scioto Downs Racino in Columbus, OH; Mountaineer Casino Racetrack & Resort in Chester, WV; and Presque Isle Downs & Casino in Erie, PA. For more information, please visit www.eldoradoresorts.com. About Isle of Capri Casinos, Inc. Isle of Capri Casinos, Inc. is a leading regional gaming and entertainment company dedicated to providing guests with an exceptional experience at each of the 14 casino properties that it owns or operates, primarily under the Isle and Lady Luck brands. The Company currently operates gaming and entertainment facilities in Colorado, Florida, Iowa, Louisiana, Mississippi, Missouri, and Pennsylvania. More information is available at the Company's website, www.islecorp.com. Important Information for Investors and Stockholders The information in this press release is not a substitute for the prospectus/proxy statement that Eldorado and Isle will file with the Securities and Exchange Commission (the “SEC”), which will include a prospectus with respect to shares of Eldorado common stock to be issued in the merger and a proxy statement of each of Eldorado and Isle in connection with the merger between Eldorado and Isle (the “Prospectus/Proxy Statement”). The Prospectus/Proxy Statement will be sent or given to the stockholders of Eldorado and Isle when it becomes available and will contain important information about the merger and related matters, including detailed risk factors. SECURITY HOLDERS OF ELDORADO AND ISLE ARE ADVISED TO READ THE PROSPECTUS/PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The Prospectus/Proxy Statement and other documents that will be filed with the SEC by Eldorado and Isle will be available without charge at the SEC’s website, www.sec.gov, or by directing a request when such a filing is made to (1) Eldorado Resorts, Inc. by mail at 100 West Liberty Street, Suite 1150, Reno, Nevada 89501, Attention: Investor Relations, by telephone at (775) 328-0112 or by going to the Investor page on Eldorado’s corporate website at www.eldoradoresorts.com; or (2) Isle of Capri Casinos, Inc. by mail at 600 Emerson Road, Suite 300, Saint Louis, Missouri 63141, Attention: Investor Relations, by telephone at (314) 813-9200, or by going to the Investors page on Isle’s corporate website at www.islecorp.com. A final proxy statement or proxy/prospectus statement will be mailed to stockholders of Eldorado and Isle as of their respective record dates. The information in this press release is neither an offer to sell nor the solicitation of an offer to sell, subscribe for or buy any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This communication is also not a solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise. No offer of securities or solicitation will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Proxy Solicitation Eldorado and Isle, and certain of their respective directors, executive officers and other members of management and employees may be deemed participants in the solicitation of proxies in connection with the proposed transactions. Information about the directors and executive officers of Eldorado is set forth in the proxy statement for Eldorado’s 2016 annual meeting of stockholders and Eldorado’s 10-K for the year ended December 31, 2015. Information about the directors and executive officers of Isle is set forth in the proxy statement for Isle’s 2016 annual meeting of shareholders and Isle’s Form 10-K for the year ended April 24, 2016. Investors may obtain additional information regarding the interests of such participants in the proposed transactions by reading the prospectus/proxy statement for such proposed transactions when it becomes available. Non-GAAP Measures Adjusted EBITDA is a non-GAAP measurement. Eldorado defines adjusted EBITDA operating income (loss) before depreciation and amortization, stock based compensation, (gain) loss on the sale or disposal of property, equity in income of unconsolidated affiliate, acquisition charges, S-1 expenses, severance expenses and other regulatory gaming assessments, including the impact of change in reporting requirements. Isle defines Adjusted EBITDA as earnings from continuing operations before interest and other non-operating income (expense), income taxes, stock-based compensation, preopening expenses and depreciation and amortization. Combined Adjusted EBITDA is based on the combination of Eldorado’s Adjusted EBITDA and Isle’s Adjusted EBITDA for the relevant periods. Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the current expectations of Eldorado and Isle and are subject to uncertainty and changes in circumstances. These forward-looking statements include, among others, statements regarding the expected synergies and benefits of a potential combination of Eldorado and Isle, including the expected accretive effect of the merger on Eldorado’s results of operations; the anticipated benefits of geographic diversity that would result from the merger and the expected results of Isle’s gaming properties; expectations about future business plans, prospective performance and opportunities; required regulatory approvals; the expected timing of the completion of the transaction; and the anticipated financing of the transaction. These forward-looking statements may be identified by the use of words such as “expect,” “anticipate,” “believe,” “estimate,” “potential,” “should,” “will” or similar words intended to identify information that is not historical in nature. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. There is no assurance that the potential transaction will be consummated, and there are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. These risks and uncertainties include (a) the timing to consummate a potential transaction between Eldorado and Isle; (b) the ability and timing to obtain required regulatory approvals (including approval from gaming regulators and expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976) and satisfy or waive other closing conditions; (c) the ability to obtain the approval of stockholders of Eldorado and Isle; (d) the possibility that the merger does not close when expected or at all or that the companies may be required to modify aspects of the merger to achieve regulatory approval; (e) Eldorado’s ability to realize the synergies contemplated by a potential transaction; (f) Eldorado’s ability to promptly and effectively integrate the business of Eldorado and Isle; (g) uncertainties in the global economy and credit markets and its potential impact on Eldorado’s ability to finance the transaction; (h) the outcome of any legal proceedings that may be instituted in connection with the transaction; (i) the ability to retain certain key employees of Isle; (j) the possibility of a material adverse change affecting Eldorado or Isle; (k) the possibility that the business of Eldorado or Isle may suffer as a result of the announcement of the transaction; (l) Eldorado’s ability to obtain financing on the terms expected, or at all; (m) changes in value of Eldorado’s common stock between the date of the merger agreement and the closing of the merger; and (n) the risk factors disclosed in Eldorado’s most recent Annual Report on Form 10-K, which Eldorado filed with the SEC on March 15, 2016 and the risk factors disclosed in Isle’s most recent Annual Report on Form 10-K, which Isle filed with the SEC on June 21, 2016, and in all reports on Forms 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission by Eldorado and Isle subsequent to the filing of their respective Form 10-K’s. Forward-looking statements reflect the analysis of management of Eldorado and Isle as of the date of this release. Eldorado and Isle do not undertake to revise these statements to reflect subsequent developments, except as required under the federal securities laws. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
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Eldorado Resorts Completes Accretive Cash and Stock Acquisition of Isle of Capri Casinos
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2017-05-01 12:10:00RENO, Nev. & ST. LOUIS--(BUSINESS WIRE)--Eldorado Resorts, Inc. (NASDAQ: ERI) (“Eldorado,” “ERI,” or “the Company”) announced today that it completed its previously announced acquisition of Isle of Capri Casinos, Inc. (NASDAQ: ISLE) (“Isle of Capri” or "Isle") in a cash and stock transaction. The combination creates a premiere, diversified regional gaming platform with combined annual revenue of more than $1.7 billion for the year ended December 31, 2016 for Eldorado and January 22, 2017 for Isle and adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) of approximately $394 million for that period after giving effect to identified cost synergies of approximately $35 million which are expected to be realized over the next four quarters. The Company’s shares will continue to trade on the NASDAQ Global Select Market under the symbol “ERI.” Pursuant to the terms of the Merger Agreement, Eldorado acquired all of the outstanding shares of Isle of Capri for $23.00 in cash or 1.638 shares of Eldorado common stock, at the election of each Isle of Capri shareholder. Isle of Capri shareholder elections were subject to proration such that the outstanding shares of Isle common stock were exchanged for aggregate consideration comprised of 58% cash, or $552.0 million, with the remaining 42% of the consideration paid to Isle of Capri shareholders in the form of 28.5 million newly issued shares of Eldorado common stock. Following the consummation of the merger, Eldorado has approximately 75.6 million common shares outstanding. The transaction is expected to be immediately accretive to Eldorado’s free cash flow and diluted earnings per share (after giving effect to the identified cost synergies as well as Isle’s recently completed sale of Lady Luck Casino Marquette for $40 million and previously announced divestiture of Isle of Capri Casino Hotel Lake Charles for $134.5 million which is expected to be completed later in 2017). The Isle transaction adds twelve casino–resorts to Eldorado’s portfolio and significantly expands its operational and geographic diversity. Eldorado’s expanded property portfolio includes 19 properties in ten states featuring approximately 20,000 slot machines and VLTs, more than 550 table games and over 6,500 hotel rooms. Gary Carano, Chairman and Chief Executive Officer of Eldorado, commented, “Our acquisition of Isle of Capri marks a significant milestone in Eldorado’s history of growth through strategic, accretive acquisitions. The combination significantly expands the scale of our gaming operations, further diversifies our geographic reach into new markets and minimizes market-specific risk. “We are delighted to welcome the Isle shareholders and team members to the Eldorado family. We believe that Eldorado is positioned for continued growth with a portfolio of premiere regional gaming assets, a solid balance sheet and an attractive weighted average cost of capital. Our experience in integrating the MTR assets and Silver Legacy and Circus Circus operations will serve us well as we add the Isle of Capri assets to our operating base. We intend to implement our strategy of focusing on margin enhancement and customer service and experiences across the portfolio by marrying best practices from both companies. Led by our gaming, hotel management and food and beverage teams with a long-term record of operating execution and M&A integration, we believe that Eldorado Resorts is positioned for near- and long-term success and the creation of value for our shareholders.” Tom Reeg, President and Chief Financial Officer of Eldorado, added, “The financing for the transaction was executed at favorable rates that should permit us to generate more incremental annual free cash flow than we originally expected. With our experienced management team, operating discipline and return-focused approach to capital expenditures, we believe the acquisition represents another meaningful opportunity for Eldorado Resorts and our existing and new shareholders.” J.P. Morgan acted as exclusive financial advisor and Milbank Tweed Hadley & McCloy LLP acted as legal counsel to Eldorado in connection with the transaction. Credit Suisse acted as exclusive financial advisor and Mayer Brown LLP acted as legal counsel to Isle of Capri in connection with the transaction. About Eldorado Resorts, Inc. Eldorado Resorts is a leading casino entertainment company that owns and operates nineteen properties in ten states, including Colorado, Florida, Iowa, Louisiana, Mississippi, Missouri, Nevada, Ohio, Pennsylvania and West Virginia. In aggregate, Eldorado’s properties feature approximately 20,000 slot machines and VLTs, more than 550 table games and over 6,500 hotel rooms. For more information, please visit www.eldoradoresorts.com. Non-GAAP Measures Adjusted EBITDA is a non-GAAP measurement. Eldorado defines adjusted EBITDA operating income (loss) before depreciation and amortization, stock based compensation, (gain) loss on the sale or disposal of property, equity in income of unconsolidated affiliate, acquisition charges, S-1 expenses, severance expenses and other regulatory gaming assessments, including the impact of change in reporting requirements. Isle of Capri defines Adjusted EBITDA as "earnings from continuing operations before interest and other non-operating income (expense), income taxes, stock-based compensation, preopening expenses and depreciation and amortization. Forward-Looking Statements This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding our strategies, objectives and plans for future development or acquisitions of properties or operations, as well as expectations, future operating results and other information that is not historical information. Although our expectations, beliefs and projections are expressed in good faith and with what we believe is a reasonable basis, there can be no assurance that these expectations, beliefs and projections will be realized. There are a number of risks and uncertainties that could cause our actual results to differ materially from those expressed in the forward-looking statements. Such risks, uncertainties and other important factors include, but are not limited to: Eldorado’s ability to promptly and effectively integrate the business of Eldorado and Isle and realize synergies resulting from the combined operations; our substantial indebtedness and the impact of such obligations on our operations and liquidity; competition; sensitivity of our operations to reductions in discretionary consumer spending and changes in general economic and market conditions; governmental regulations and increases in gaming taxes and fees in jurisdictions in which we operate; and other risks and uncertainties described in our reports on Form 10-K, Form 10-Q and Form 8-K. These forward-looking statements speak only as of the date of this press release, even if subsequently made available on our website or otherwise, and we do not intend to update publicly any forward-looking statement as a result of new information, future events or otherwise, except as may be required by law.

Eldorado Resorts and Isle of Capri Casinos Announce Preliminary Results of Elections Made by Isle Stockholders
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2017-04-27 16:05:00RENO, Nev. & ST. LOUIS--(BUSINESS WIRE)--Eldorado Resorts, Inc. (NASDAQ: ERI) (“Eldorado,” “ERI,” or “the Company”) and Isle of Capri Casinos, Inc. (NASDAQ: ISLE) (“Isle of Capri” or "Isle") announced today the preliminary results of the cash/stock elections made by Isle stockholders with respect to the consideration to be received in the previously announced merger between Eldorado and Isle. Holders of 35,667,371 shares of Isle common stock (which includes 6,030,617 shares that remain subject to guaranteed delivery procedures) elected to receive the stock consideration of 1.638 shares of Eldorado common stock per share of Isle common stock (“Stock Election Shares”) and holders of 6,882,190 shares of Isle common stock (which includes 9,759 shares that remain subject to guaranteed delivery procedures) elected to receive the cash consideration of $23.00 per share of Isle common stock (“Cash Election Shares”). The remaining shares of Isle common stock did not make any election (“No Election Shares”). As of April 27, 2017, there were approximately 42,066,144 shares of Isle common stock outstanding. Based on the preliminary election results, upon closing of the merger, each Cash Election Share and No Election Share will be entitled to receive $23.00 in cash, and, pursuant to the adjustment, proration and reallocation procedures described in the merger agreement governing the merger, a portion of Stock Election Shares will be entitled to receive the stock consideration of 1.638 shares of Eldorado common stock per share and a portion of Stock Election Shares will be entitled to receive $23.00 in cash per share. Eldorado and Isle expect to release the final results of such adjustment, proration and allocation procedures following the closing of the merger. About Eldorado Resorts, Inc. Eldorado Resorts is a casino entertainment company that owns and operates seven properties in five states, including the Eldorado Resort Casino, the Silver Legacy Resort Casino and Circus Circus Resort Casino in Reno, NV; the Eldorado Resort Casino in Shreveport, LA; Eldorado Gaming Scioto Downs in Columbus, OH; Mountaineer Casino Racetrack & Resort in Chester, WV; and Presque Isle Downs & Casino in Erie, PA. For more information, please visit www.eldoradoresorts.com. About Isle of Capri Casinos, Inc. Isle of Capri Casinos, Inc. is a leading regional gaming and entertainment company dedicated to providing guests with an exceptional experience at each of the 13 casino properties that it owns or operates, primarily under the Isle and Lady Luck brands. The Company currently operates gaming and entertainment facilities in Mississippi, Louisiana, Iowa, Missouri, Colorado, Florida and Pennsylvania. More information is available at the Company’s website, www.islecorp.com. Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the current expectations of Eldorado and Isle and are subject to uncertainty and changes in circumstances. Forward-looking statements include statements regarding the timing and completion of the acquisition of Isle by Eldorado. Although Eldorado’s and Isle’s expectations, beliefs and projections are expressed in good faith and with what we believe is a reasonable basis, there can be no assurance that these expectations, beliefs and projections will be realized. Information on potential risks and uncertainties is available in each of Eldorado’s and Isle’s recent filings with the SEC, including their respective reports on Form 10-K, Form 10-Q and Form 8-K. In light of these and other risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur. These forward-looking statements speak only as of the date of this press release, even if subsequently made available on our website or otherwise, and we do not intend to update publicly any forward-looking statement to reflect events or circumstances that occur after the date on which the statement is made, except as may be required by law.

Shareholders of Eldorado Resorts and Isle of Capri Casinos Vote to Approve Eldorado’s Acquisition of Isle of Capri
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2017-01-25 14:15:00RENO, Nev. & ST. LOUIS--(BUSINESS WIRE)--Eldorado Resorts, Inc. (NASDAQ: ERI) (“Eldorado”) and Isle of Capri Casinos, Inc. (NASDAQ: ISLE) (“Isle of Capri” or "Isle") announced that, at separate Special Meetings of Shareholders today, their respective shareholders approved certain actions in connection with Eldorado’s acquisition of Isle of Capri. The transaction is expected to be consummated in the second quarter of 2017 and remains subject to the approval of applicable gaming authorities, and other customary closing conditions. Holders of over 99% of the Eldorado shares that voted on the issuance of shares of Eldorado common stock in the merger cast their votes in favor, representing approximately 85% of Eldorado’s outstanding common stock as of the record date for the shareholder meeting. Holders of over 99% of the Isle shares that voted on the merger cast their votes in favor, representing approximately 84% of Isle’s outstanding common stock as of the record date for the shareholder meeting. Both Eldorado and Isle will file a Current Report on Form 8-K with the respective final results of the votes. Eldorado and Isle shareholders also approved each of the other matters on their respective meeting agendas including the Isle shareholders’ approval, on an advisory basis, of certain payments to Isle’s executive officers in connection with the merger. Gary Carano, Chairman and Chief Executive Officer of Eldorado, commented, “The acquisition of Isle of Capri represents a significant milestone in our long-term strategy to expand our regional gaming platform through accretive acquisitions. Upon completion of the transaction we will substantially increase the scale of our gaming operations and further diversify the geographic reach of Eldorado. After giving effect to the planned dispositions of Isle of Capri Casino Hotel Lake Charles and Lady Luck Casino Marquette, the combined operations of Eldorado and Isle will feature approximately 20,290 slot machines and VLTs, more than 550 table games and over 6,550 hotel rooms in ten states. The transaction is expected to be immediately accretive to our free cash flow and diluted earnings per share, inclusive of identified cost synergies of approximately $35 million expected in the first year following the completion of the transaction. “Since entering into the agreement, we have made progress towards the completion of the transaction including dialogue and meetings with gaming regulators and the development of detailed plans to optimize the operations of the combined company’s properties. We expect that our planned initiatives to implement our margin enhancement strategies across the Isle of Capri property portfolio while elevating the customer experience by marrying best practices from both companies will position Eldorado for near and long-term success.” Eric Hausler, Chief Executive Officer of Isle of Capri, added, “Today’s vote is an important step towards providing Isle of Capri shareholders with substantial and immediate value, as well as the opportunity to participate in the upside potential of the combined company through the transaction with Eldorado. I believe Eldorado has a solid plan in place to quickly integrate the two companies and I look forward to working closely with the Eldorado team to bring our companies together to realize the benefits of this compelling combination and ensure a smooth transition.” Transaction Details On September 19, 2016, Eldorado and Isle announced that they entered into a definitive merger agreement whereby Eldorado will acquire all of the outstanding shares of Isle of Capri for $23.00 in cash or 1.638 shares of Eldorado common stock, at the election of each Isle of Capri shareholder, reflecting total consideration of approximately $1.7 billion, inclusive of $929 million of long-term debt of Isle of Capri and its subsidiaries. Elections are subject to proration such that the outstanding shares of Isle common stock will be exchanged for aggregate consideration comprised of 58% cash and 42% Eldorado common stock. Upon completion of the transaction, Eldorado and Isle of Capri shareholders will hold approximately 62% and 38%, respectively, of the combined company’s outstanding shares. In addition, subject to mutual agreement by both companies, two members of the Isle of Capri Board of Directors, Bonnie Biumi and Gregory J. Kozicz, will be designated as members of the Eldorado Board of Directors effective immediately following the closing of the transaction. Eldorado has received committed financing for the transaction totaling $2.1 billion from J.P. Morgan. J.P. Morgan is acting as exclusive financial advisor and Milbank Tweed Hadley & McCloy LLP is acting as legal counsel to Eldorado in connection with the proposed transaction. Credit Suisse is acting as exclusive financial advisor and Mayer Brown LLP is acting as legal counsel to Isle of Capri in connection with the proposed transaction. About Eldorado Resorts, Inc. Eldorado Resorts is a casino entertainment company that owns and operates seven properties in five states, including the Eldorado Resort Casino, the Silver Legacy Resort Casino and Circus Circus Resort Casino in Reno, NV; the Eldorado Resort Casino in Shreveport, LA; Eldorado Gaming Scioto Downs in Columbus, OH; Mountaineer Casino Racetrack & Resort in Chester, WV; and Presque Isle Downs & Casino in Erie, PA. For more information, please visit www.eldoradoresorts.com. On September 19, 2016 the Company announced that it entered into a definitive merger agreement to acquire Isle of Capri Casinos, Inc. (NASDAQ: ISLE) for total consideration of $1.7 billion. Upon completion of the transaction, expected to occur in the second quarter of 2017, Eldorado will add 12 additional properties to its portfolio taking into account announced divestitures. About Isle of Capri Casinos, Inc. Isle of Capri Casinos, Inc. is a leading regional gaming and entertainment company dedicated to providing guests with an exceptional experience at each of the 14 casino properties that it owns or operates, primarily under the Isle and Lady Luck brands. Isle currently operates gaming and entertainment facilities in Colorado, Florida, Iowa, Louisiana, Mississippi, Missouri, and Pennsylvania. More information is available at the Company's website, www.islecorp.com. Forward-Looking Statements This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding our strategies, objectives and plans for future development or acquisitions of properties or operations, as well as expectations, future operating results and other information that is not historical information. When used in this press release, the terms or phrases such as “anticipates,” “believes,” “projects,” “plans,” “intends,” “expects,” “might,” “may,” “estimates,” “could,” “should,” “would,” “will likely continue,” and variations of such words or similar expressions are intended to identify forward-looking statements. Although our expectations, beliefs and projections are expressed in good faith and with what we believe is a reasonable basis, there can be no assurance that these expectations, beliefs and projections will be realized. There are a number of risks and uncertainties that could cause our actual results to differ materially from those expressed in the forward-looking statements which are included elsewhere in this press release. Such risks, uncertainties and other important factors include, but are not limited to: the timing of consummating a potential transaction between Eldorado and Isle; the ability and timing to obtain required regulatory approvals (including approval from gaming regulators) and satisfy or waive other closing conditions; the possibility that the merger does not close when expected or at all or that the companies may be required to modify aspects of the merger to achieve regulatory approval; Eldorado’s ability to realize the synergies contemplated by a potential transaction; Eldorado’s ability to promptly and effectively integrate the business of Eldorado and Isle; uncertainties in the global economy and credit markets and its potential impact on Eldorado’s ability to finance the transaction; the outcome of any legal proceedings that may be instituted in connection with the transaction; the ability to retain certain key employees of Isle; the possibility of a material adverse change affecting Eldorado or Isle; the possibility that the business of Eldorado or Isle may suffer as a result of the announcement of the transaction; Eldorado’s ability to obtain financing on the terms expected, or at all; changes in value of our common stock between the date of the merger agreement and the closing of the merger; our substantial indebtedness and the impact of such obligations on our operations and liquidity; competition; our geographic concentration; sensitivity of our operations to reductions in discretionary consumer spending and changes in general economic and market conditions; governmental regulations and increases in gaming taxes and fees in jurisdictions in which we operate; risks relating to pending claims or future claims that may be brought against us; the effect of disruptions to our information technology and other systems and infrastructure; construction factors relating to maintenance and expansion of operations; our ability to attract and retain customers; weather or road conditions limiting access to our properties; the effect of war, terrorist activity, natural disasters and other catastrophic events; and competition to attract and retain management and key employees. In light of these and other risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur. These forward-looking statements speak only as of the date of this press release, even if subsequently made available on our website or otherwise, and we do not intend to update publicly any forward-looking statement to reflect events or circumstances that occur after the date on which the statement is made, except as may be required by law. Important Information for Investors and Stockholders The information in this press release is neither an offer to sell nor the solicitation of an offer to sell, subscribe for or buy any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offer of securities or solicitation will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with the proposed transaction between ERI and Isle, ERI filed a registration statement on Form S-4 (File No. 333-214422) with the Securities and Exchange Commission (the “SEC”) that was declared effective on December 29, 2016 and contains a definitive joint proxy statement of ERI and Isle that also constitutes a prospectus of ERI, which was mailed to shareholders of ERI and Isle on or about January 4, 2017. This communication is not a substitute for the joint proxy statement/prospectus or any other document that ERI or Isle may file with the SEC or send to their shareholders in connection with the proposed transaction. SECURITY HOLDERS OF ELDORADO AND ISLE ARE ADVISED TO READ THE PROSPECTUS/PROXY STATEMENT CAREFULLY AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN SUCH MATERIALS BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The Prospectus/Proxy Statement and other documents that will be filed with the SEC by Eldorado and Isle will be available without charge at the SEC’s website, www.sec.gov, or by directing a request to (1) Eldorado Resorts, Inc. by mail at 100 West Liberty Street, Suite 1150, Reno, Nevada 89501, Attention: Investor Relations, by telephone at (775) 328-0112 or by going to the Investor page on Eldorado’s corporate website at www.eldoradoresorts.com; or (2) Isle of Capri Casinos, Inc. by mail at 600 Emerson Road, Suite 300, Saint Louis, Missouri 63141, Attention: Investor Relations, by telephone at (314) 813-9200, or by going to the Investors page on Isle’s corporate website at www.islecorp.com.

Eldorado Resorts Secures Approval from the West Virginia Lottery Commission for Isle of Capri Casinos Transaction
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2016-12-15 12:30:00RENO, Nev.--(BUSINESS WIRE)--Eldorado Resorts, Inc. (NASDAQ: ERI) (“Eldorado,” “ERI,” or “the Company”) announced today that it received approval from the West Virginia Lottery Commission for its pending acquisition of Isle of Capri Casinos, Inc. (NASDAQ: ISLE). Eldorado Resorts operates the Mountaineer Casino Racetrack & Resort in West Virginia and the approval by the West Virginia Lottery Commission marks the first regulatory approval of the transaction. Eldorado and Isle of Capri are in the process of obtaining all necessary approvals for the planned transaction which is expected to close in the second quarter of 2017. The timing of the closing is subject to obtaining certain regulatory approvals and satisfying other customary closing conditions including approval by the shareholders of both companies. About Eldorado Resorts, Inc. Eldorado Resorts is a casino entertainment company that owns and operates seven properties in five states, including the Eldorado Resort Casino, the Silver Legacy Resort Casino and Circus Circus Resort Casino in Reno, NV; the Eldorado Resort Casino in Shreveport, LA; Scioto Downs Racino in Columbus, OH; Mountaineer Casino Racetrack & Resort in Chester, WV; and Presque Isle Downs & Casino in Erie, PA. For more information, please visit www.eldoradoresorts.com. The Company recently announced that it has entered into a definitive merger agreement to acquire Isle of Capri Casinos, Inc. (NASDAQ: ISLE) for total consideration of $1.7 billion. Upon completion of the transaction, expected to occur in the second quarter of 2017, Eldorado will add 12 additional properties to its portfolio taking into account announced divestitures. Forward-Looking Statements This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding our strategies, objectives and plans for future development or acquisitions of properties or operations, as well as expectations, future operating results and other information that is not historical information. When used in this press release, the terms or phrases such as “anticipates,” “believes,” “projects,” “plans,” “intends,” “expects,” “might,” “may,” “estimates,” “could,” “should,” “would,” “will likely continue,” and variations of such words or similar expressions are intended to identify forward-looking statements. Although our expectations, beliefs and projections are expressed in good faith and with what we believe is a reasonable basis, there can be no assurance that these expectations, beliefs and projections will be realized. There are a number of risks and uncertainties that could cause our actual results to differ materially from those expressed in the forward-looking statements which are included elsewhere in this press release. Such risks, uncertainties and other important factors include, but are not limited to: the timing of consummating a potential transaction between Eldorado and Isle; the ability and timing to obtain required regulatory approvals (including approval from gaming regulators) and satisfy or waive other closing conditions; the ability to obtain the approval of stockholders of Eldorado and Isle; the possibility that the merger does not close when expected or at all or that the companies may be required to modify aspects of the merger to achieve regulatory approval; Eldorado’s ability to realize the synergies contemplated by a potential transaction; Eldorado’s ability to promptly and effectively integrate the business of Eldorado and Isle; uncertainties in the global economy and credit markets and its potential impact on Eldorado’s ability to finance the transaction; the outcome of any legal proceedings that may be instituted in connection with the transaction; the ability to retain certain key employees of Isle; the possibility of a material adverse change affecting Eldorado or Isle; the possibility that the business of Eldorado or Isle may suffer as a result of the announcement of the transaction; Eldorado’s ability to obtain financing on the terms expected, or at all; changes in value of our common stock between the date of the merger agreement and the closing of the merger; our substantial indebtedness and the impact of such obligations on our operations and liquidity; competition; our geographic concentration; sensitivity of our operations to reductions in discretionary consumer spending and changes in general economic and market conditions; governmental regulations and increases in gaming taxes and fees in jurisdictions in which we operate; risks relating to pending claims or future claims that may be brought against us; the effect of disruptions to our information technology and other systems and infrastructure; construction factors relating to maintenance and expansion of operations; our ability to attract and retain customers; weather or road conditions limiting access to our properties; the effect of war, terrorist activity, natural disasters and other catastrophic events; and competition to attract and retain management and key employees. In light of these and other risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur. These forward-looking statements speak only as of the date of this press release, even if subsequently made available on our website or otherwise, and we do not intend to update publicly any forward-looking statement to reflect events or circumstances that occur after the date on which the statement is made, except as may be required by law. Important Information for Investors and Stockholders The information in this press release is not a substitute for the prospectus/proxy statement that Eldorado and Isle will file with the Securities and Exchange Commission (the “SEC”), which will include a prospectus with respect to shares of Eldorado common stock to be issued in the merger and a proxy statement of each of Eldorado and Isle in connection with the merger between Eldorado and Isle (the “Prospectus/Proxy Statement”). The Prospectus/Proxy Statement will be sent or given to the stockholders of Eldorado and Isle when it becomes available and will contain important information about the merger and related matters, including detailed risk factors. SECURITY HOLDERS OF ELDORADO AND ISLE ARE ADVISED TO READ THE PROSPECTUS/PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The Prospectus/Proxy Statement and other documents that will be filed with the SEC by Eldorado and Isle will be available without charge at the SEC’s website, www.sec.gov, or by directing a request when such a filing is made to (1) Eldorado Resorts, Inc. by mail at 100 West Liberty Street, Suite 1150, Reno, Nevada 89501, Attention: Investor Relations, by telephone at (775) 328-0112 or by going to the Investor page on Eldorado’s corporate website at www.eldoradoresorts.com; or (2) Isle of Capri Casinos, Inc. by mail at 600 Emerson Road, Suite 300, Saint Louis, Missouri 63141, Attention: Investor Relations, by telephone at (314) 813-9200, or by going to the Investors page on Isle’s corporate website at www.islecorp.com. A final proxy statement or proxy/prospectus statement will be mailed to stockholders of Eldorado and Isle as of their respective record dates. The information in this press release is neither an offer to sell nor the solicitation of an offer to sell, subscribe for or buy any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This communication is also not a solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise. No offer of securities or solicitation will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Proxy Solicitation Eldorado and Isle, and certain of their respective directors, executive officers and other members of management and employees may be deemed participants in the solicitation of proxies in connection with the proposed transactions. Information about the directors and executive officers of Eldorado is set forth in the proxy statement for Eldorado’s 2016 annual meeting of stockholders and Eldorado’s 10-K for the year ended December 31, 2015. Information about the directors and executive officers of Isle is set forth in the proxy statement for Isle’s 2016 annual meeting of shareholders and Isle’s Form 10-K for the year ended April 24, 2016. Investors may obtain additional information regarding the interests of such participants in the proposed transactions by reading the prospectus/proxy statement for such proposed transactions when it becomes available.

SHAREHOLDER ALERT: Rigrodsky & Long, P.A. Announces Investigation Of Isle of Capri Casinos, Inc. Buyout
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2016-10-26 16:29:00WILMINGTON, Del.--(BUSINESS WIRE)--Rigrodsky & Long, P.A.: Do you own shares of Isle of Capri Casinos, Inc. (NASDAQ GS: ISLE)? Did you purchase any of your shares prior to September 19, 2016? Do you think the proposed buyout value is too low? Do you want to discuss your rights? Rigrodsky & Long, P.A. announces that it is investigating potential legal claims against the board of directors of Isle of Capri Casinos, Inc. (“Isle of Capri” or the “Company”) (NASDAQ GS: ISLE) regarding possible breaches of fiduciary duties and other violations of law related to the Company’s entry into an agreement to be acquired by Eldorado Resorts, Inc. (“Eldorado”) (NASDAQ GS: ERI), in a transaction valued at approximately $1.7 billion. Click here to learn more: http://rigrodskylong.com/investigations/isle-of-capri-casinos-inc-isle. Under the terms of the agreement, shareholders of Isle of Capri will receive either $23.00 in cash or 1.638 shares of Eldorado common stock for each share of Isle of Capri they own. The investigation concerns whether Isle of Capri’s board of directors failed to adequately shop the Company and obtain the best possible value for Isle of Capri’s shareholders before entering into an agreement with Eldorado. If you own the common stock of Isle of Capri and purchased your shares before September 19, 2016, if you have information or would like to learn more about these claims, or if you wish to discuss these matters or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Seth D. Rigrodsky or Gina M. Serra at Rigrodsky & Long, P.A., 2 Righter Parkway, Suite 120, Wilmington, DE 19803, by telephone at (888) 969-4242; by e-mail to info@rl-legal.com, or at: http://rigrodskylong.com/investigations/isle-of-capri-casinos-inc-isle. Rigrodsky & Long, P.A., with offices in Wilmington, Delaware and Garden City, New York, regularly prosecutes securities class, derivative and direct actions, shareholder rights litigation and corporate governance litigation, on behalf of shareholders in states and federal courts throughout the United States. Attorney advertising. Prior results do not guarantee a similar outcome.

INVESTOR ALERT: Brower Piven Commences An Investigation Into The Proposed Sale Of Isle of Capri Casinos, Inc. And Encourages Shareholders To Contact The Firm For Additional Information
businesswire.com
2016-09-27 13:35:00STEVENSON, Md.--(BUSINESS WIRE)--The securities litigation law firm of Brower Piven, A Professional Corporation, has commenced an investigation into possible breaches of fiduciary duty and other violations of state law by the Board of Directors of Isle of Capri Casinos, Inc. (Nasdaq: ISLE) (“Isle of Capri Casinos” or the “Company”) relating to the proposed buyout of Isle of Capri Casinos by Eldorado Resorts, Inc. Under the terms of the agreement, Isle of Capri Casinos shareholders are anticipated to receive either $23.00 in cash or 1.638 shares of Eldorado common stock for each share of Isle of Capri Casinos they own. The firm’s investigation seeks to determine, among other things, whether the Company’s Board of Directors failed to satisfy their duties to shareholders, including whether the Board adequately pursued alternatives to the acquisition and whether the Board obtained the best price possible for the Company’s shares of common stock. If you currently own common stock of Isle of Capri Casinos and believe that the proposed buyout price is too low, or you would like to learn more about the investigation being conducted by Brower Piven, please visit our website at http://www.browerpiven.com/currentinvestigations.html. You may also request more information by contacting Brower Piven either by email at hoffman@browerpiven.com or by telephone at (410) 415-6616. Attorneys at Brower Piven have extensive experience in litigating securities and other class action cases and have been advocating for the rights of shareholders since the 1980s.

INVESTOR ALERT: Levi & Korsinsky, LLP Announces an Investigation Concerning Whether the Sale of Isle of Capri Casinos, Inc. to Eldorado Resorts, Inc. Is Fair to Shareholders -- ISLE
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2016-09-26 13:07:00NEW YORK--(BUSINESS WIRE)--The following statement is being issued by Levi & Korsinsky, LLP: To: All Persons or Entities who purchased Isle of Capri Casinos, Inc. (“Isle of Capri”) (NASDAQ:ISLE) stock prior to September 19, 2016. You are hereby notified that Levi & Korsinsky, LLP has commenced an investigation into the fairness of the sale of Isle of Capri to Eldorado Resorts, Inc. (NASDAQ: ERI). Under the terms of the transaction, Isle of Capri shareholders may elect to receive either $23.00 in cash or 1.638 shares of Eldorado common stock for each share of Isle of Capri stock they own. To learn more about the action and your rights, go to: http://zlk.9nl.com/isle-of-capri-isle or contact Joseph E. Levi, Esq. either via email at jlevi@zlk.com or by telephone at (212) 363-7500, toll-free: (877) 363-5972. There is no cost or obligation to you. Levi & Korsinsky is a national firm with offices in New York, New Jersey, Connecticut, California, and Washington D.C. The firm’s attorneys have extensive expertise in prosecuting securities litigation involving financial fraud, representing investors throughout the nation in securities lawsuits and have recovered hundreds of millions of dollars for aggrieved shareholders. For more information, please feel free to contact any of the attorneys listed below. Attorney advertising. Prior results do not guarantee similar outcomes. Levi & Korsinsky, LLPJoseph E. Levi, Esq.Eduard Korsinsky, Esq.30 Broad Street - 24th FloorNew York, NY 10004Tel: (212) 363-7500Toll Free: (877) 363-5972Fax: (212) 363-7171www.zlk.com

ISLE SHAREHOLDER ALERT: Brower Piven Commences An Investigation Into The Proposed Sale Of Isle of Capri Casinos, Inc. And Encourages Investors To Contact The Firm For Additional Information
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2016-09-21 15:33:00STEVENSON, Md.--(BUSINESS WIRE)--The securities litigation law firm of Brower Piven, A Professional Corporation, has commenced an investigation into possible breaches of fiduciary duty and other violations of state law by the Board of Directors of Isle of Capri Casinos, Inc. (Nasdaq: ISLE) (“Isle of Capri Casinos” or the “Company”) relating to the proposed buyout of Isle of Capri Casinos by Eldorado Resorts, Inc. Under the terms of the agreement, Isle of Capri Casinos shareholders are anticipated to receive either $23.00 in cash or 1.638 shares of Eldorado common stock for each share of Isle of Capri Casinos they own. The firm’s investigation seeks to determine, among other things, whether the Company’s Board of Directors failed to satisfy their duties to shareholders, including whether the Board adequately pursued alternatives to the acquisition and whether the Board obtained the best price possible for the Company’s shares of common stock. If you currently own common stock of Isle of Capri Casinos and believe that the proposed buyout price is too low, or you would like to learn more about the investigation being conducted by Brower Piven, please visit our website at http://www.browerpiven.com/currentinvestigations.html. You may also request more information by contacting Brower Piven either by email at hoffman@browerpiven.com or by telephone at (410) 415-6616. Attorneys at Brower Piven have extensive experience in litigating securities and other class action cases and have been advocating for the rights of shareholders since the 1980s.

ISLE OF CAPRI CASINOS, INC. SHAREHOLDER ALERT: Rigrodsky & Long, P.A. Announces Investigation Of Buyout
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2016-09-20 17:33:00WILMINGTON, Del.--(BUSINESS WIRE)--Rigrodsky & Long, P.A.: Do you own shares of Isle of Capri Casinos, Inc. (NASDAQ GS: ISLE)? Did you purchase any of your shares prior to September 19, 2016? Do you think the proposed buyout value is too low? Do you want to discuss your rights? Rigrodsky & Long, P.A. announces that it is investigating potential legal claims against the board of directors of Isle of Capri Casinos, Inc. (“Isle of Capri” or the “Company”) (NASDAQ GS: ISLE) regarding possible breaches of fiduciary duties and other violations of law related to the Company’s entry into an agreement to be acquired by Eldorado Resorts, Inc. (“Eldorado”) (NASDAQ GS: ERI), in a transaction valued at approximately $1.7 billion. Click here to learn more: http://rigrodskylong.com/investigations/isle-of-capri-casinos-inc-isle. Under the terms of the agreement, shareholders of Isle of Capri will receive either $23.00 in cash or 1.638 shares of Eldorado common stock for each share of Isle of Capri they own. The investigation concerns whether Isle of Capri’s board of directors failed to adequately shop the Company and obtain the best possible value for Isle of Capri’s shareholders before entering into an agreement with Eldorado. If you own the common stock of Isle of Capri and purchased your shares before September 19, 2016, if you have information or would like to learn more about these claims, or if you wish to discuss these matters or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Seth D. Rigrodsky or Gina M. Serra at Rigrodsky & Long, P.A., 2 Righter Parkway, Suite 120, Wilmington, DE 19803, by telephone at (888) 969-4242; by e-mail to info@rl-legal.com, or at: http://rigrodskylong.com/investigations/isle-of-capri-casinos-inc-isle. Rigrodsky & Long, P.A., with offices in Wilmington, Delaware and Garden City, New York, regularly prosecutes securities class, derivative and direct actions, shareholder rights litigation and corporate governance litigation, on behalf of shareholders in states and federal courts throughout the United States. Attorney advertising. Prior results do not guarantee a similar outcome.

INVESTOR ALERT: Levi & Korsinsky, LLP Announces an Investigation Concerning Whether the Sale of Isle of Capri Casinos, Inc. to Eldorado Resorts, Inc. Is Fair to Shareholders
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2016-09-20 15:20:00NEW YORK--(BUSINESS WIRE)--The following statement is being issued by Levi & Korsinsky, LLP: To: All Persons or Entities who purchased Isle of Capri Casinos, Inc. (“Isle of Capri”) (NASDAQ:ISLE) stock prior to September 19, 2016. You are hereby notified that Levi & Korsinsky, LLP has commenced an investigation into the fairness of the sale of Isle of Capri to Eldorado Resorts, Inc. (NASDAQ: ERI). Under the terms of the transaction, Isle of Capri shareholders may elect to receive either $23.00 in cash or 1.638 shares of Eldorado common stock for each share of Isle of Capri stock they own. To learn more about the action and your rights, go to: http://zlk.9nl.com/isle-of-capri-isle or contact Joseph E. Levi, Esq. either via email at jlevi@zlk.com or by telephone at (212) 363-7500, toll-free: (877) 363-5972. There is no cost or obligation to you. Levi & Korsinsky is a national firm with offices in New York, New Jersey, Connecticut, California, and Washington D.C. The firm’s attorneys have extensive expertise in prosecuting securities litigation involving financial fraud, representing investors throughout the nation in securities lawsuits and have recovered hundreds of millions of dollars for aggrieved shareholders. For more information, please feel free to contact any of the attorneys listed below. Attorney advertising. Prior results do not guarantee similar outcomes.

Robbins Arroyo LLP: Acquisition of Isle of Capri Casinos, Inc. (ISLE) by Eldorado Resorts, Inc. (ERI) May Not Be in Shareholders' Best Interests
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2016-09-19 18:17:00SAN DIEGO & ST. LOUIS--(BUSINESS WIRE)--Shareholder rights attorneys at Robbins Arroyo LLP are investigating the proposed acquisition of Isle of Capri Casinos, Inc. (NASDAQ: ISLE) by Eldorado Resorts, Inc. (NASDAQ: ERI). On September 19, 2016, the two companies announced the signing of a definitive merger agreement pursuant to which Eldorado will acquire Isle of Capri. Under the terms of the agreement, Isle of Capri shareholders will receive $23.00 in cash or 1.638 shares of Eldorado common stock, the value of which is equivalent to $23.00 based on Eldorado's 30-day average closing price, for each share of Isle of Capri common stock. View this information on the law firm's Shareholder Rights Blog: www.robbinsarroyo.com/shareholders-rights-blog/isle-of-capri-casinos-inc Is the Proposed Acquisition Best for Isle of Capri and Its Shareholders? Robbins Arroyo LLP's investigation focuses on whether the board of directors at Isle of Capri is undertaking a fair process to obtain maximum value and adequately compensate its shareholders. On August 30, 2016, Isle of Capri reported strong earnings results for its first quarter 2017. Isle of Capri reported net income of $10.3 million for the three months ended July 24, 2016, a 232.26% increase from the same period of the prior year. In commenting on these results, Isle of Capri Chief Executive Officer Eric Hausler remarked, "We continue to reinvigorate our properties through prudent capital investments to enhance the guest experience. During the quarter, we began renovating the Kansas City buffet and expect to start renovating the Black Hawk buffet in the second quarter, among other projects.…We continued to execute on a variety of other strategic initiatives which we believe enhance shareholder value. Most notably, on August 22 we announced that we have signed a definitive agreement to sell our Lake Charles property for $134.5 million." In light of these facts, Robbins Arroyo LLP is examining Isle of Capri's board of directors' decision to sell the company now rather than allow shareholders to continue to participate in the company's continued success and future growth prospects. Isle of Capri shareholders have the option to file a class action lawsuit to ensure the board of directors obtains the best possible price for shareholders and the disclosure of material information. Isle of Capri shareholders interested in information about their rights and potential remedies can contact attorney Darnell R. Donahue at (800) 350-6003, ddonahue@robbinsarroyo.com, or via the shareholder information form on the firm's website. Robbins Arroyo LLP is a nationally recognized leader in securities litigation and shareholder rights law. The law firm represents individual and institutional investors in shareholder derivative and securities class action lawsuits, and has helped its clients realize more than $1 billion of value for themselves and the companies in which they have invested. Attorney Advertising. Past results do not guarantee a similar outcome.

Isle of Capri Casinos, Inc. Shareholder Alert: Former SEC Attorney Willie Briscoe and Powers Taylor LLP Investigate Merger with Eldorado Resorts, Inc.
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2016-09-19 12:20:00DALLAS--(BUSINESS WIRE)--Former United States Securities and Exchange Commission attorney Willie Briscoe and the securities litigation firm of Powers Taylor LLP are investigating potential claims against the Board of Directors of Isle of Capri Casinos, Inc. (“Isle of Capri”) (NASDAQ: ISLE) concerning the merger with Eldorado Resorts, Inc. (“Eldorado”). Under the terms of the agreement, valued at approximately $1.7 billion, Isle of Capri shareholders will only receive $23.00 in cash or 1.638 shares of Eldorado per share held. If you are an affected investor, and you want to learn more about the investigation or if you have information that you believe would be helpful to our investigation of the fairness of the proposed transaction, contact Willie Briscoe at The Briscoe Law Firm, PLLC via email at shareholders@thebriscoelawfirm.com, Patrick Powers at Powers Taylor LLP via e-mail at shareholder@powerstaylor.com or by calling toll free at (877) 728-9607. There is no cost or fee to you. The investigation centers on whether Isle of Capri’s Board of Directors is acting in the shareholders’ best interests, whether the board is properly negotiating a higher share price for the shareholders, and whether the board has employed an adequate process to review and act on the proposed transaction. The Briscoe Law Firm, PLLC is a full service business litigation and shareholder rights advocacy firm with more than 20 years of experience in complex litigation and transactional matters. Powers Taylor LLP is a boutique litigation law firm that handles a variety of complex business litigation matters, including claims of investor and stockholder fraud, shareholder oppression, shareholder derivative suits, and security class actions.

Eldorado Resorts Enters into Definitive Agreement to Acquire Isle of Capri Casinos for $23 Per Share in Accretive Cash and Stock Transaction Valued at $1.7 Billion
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2016-09-19 06:30:00RENO, Nev. & ST. LOUIS--(BUSINESS WIRE)--Eldorado Resorts, Inc. (NASDAQ: ERI) (“Eldorado,” “ERI,” or “the Company”) and Isle of Capri Casinos, Inc. (NASDAQ: ISLE) (“Isle of Capri” or "Isle") announced today that they have entered into a definitive merger agreement whereby Eldorado will acquire all of the outstanding shares of Isle of Capri for $23.00 in cash or 1.638 shares of Eldorado common stock, at the election of each Isle of Capri shareholder, reflecting total consideration of approximately $1.7 billion, inclusive of $929 million of long-term debt of Isle of Capri and its subsidiaries. The exchange ratio for stock consideration to be issued in the merger is fixed and was determined based on Eldorado’s 30-trading day volume weighted average price as of September 18, 2016 of $14.04. Elections are subject to proration such that the outstanding shares of Isle common stock will be exchanged for aggregate consideration comprised of 58% cash and 42% Eldorado common stock. The transaction is expected to be immediately accretive to Eldorado’s free cash flow and diluted earnings per share, inclusive of identified cost synergies of approximately $35 million in the first year following the completion of the transaction and giving effect to Isle’s previously announced divestiture of Isle of Capri Casino Hotel Lake Charles. The transaction consideration represents an approximate 36% premium over the closing share price of Isle of Capri on September 16, 2016. Following the completion of the transaction, Eldorado will benefit from increased operational and geographic diversity as it will add thirteen casino–resorts to its portfolio, for a total of 20 properties in ten states. After giving effect to the completion of the transaction and the sale of Isle of Capri Casino Hotel Lake Charles, the combined operations of Eldorado and Isle would have generated approximately $1.8 billion in revenue for the twelve months ended June 30, 2016. Eldorado’s expanded property portfolio will feature approximately 20,800 slot machines and VLTs, more than 560 table games and over 6,500 hotel rooms. No single market accounted for more than 15% of the combined entity’s Adjusted EBITDA for the twelve month periods ended the last day of the most recent fiscal quarter for each of Eldorado and Isle. Gary Carano, Chairman and Chief Executive Officer of Eldorado, commented, “The acquisition of Isle of Capri represents a transformational growth opportunity for Eldorado and is a significant milestone in the successful ongoing execution of our long-term strategy to opportunistically expand our regional gaming platform through accretive acquisitions. In the last two years we have created tremendous value for our shareholders as the scale of Eldorado Resorts will grow from two wholly-owned properties and a 50% interest in a third property in two markets in 2014 to 20 properties in ten states after completing the transaction. Financially, the transaction is expected to be accretive to our operating results upon closing. For the twelve month periods ended the last day of the most recent fiscal quarter for each of Eldorado and Isle, the revenues of the combined company were almost double Eldorado’s revenues on a standalone basis and combined Adjusted EBITDA was approximately $400 million, inclusive of the cost synergies we have identified. Strategically, the combination builds the scale of our gaming operations and further diversifies the geographic reach of our operations without any overlap with our existing properties. “We intend to implement our strategy of focusing on margin enhancement and customer service and experiences across the portfolio by marrying best practices from both companies. Led by our proven gaming, hotel management and food and beverage teams with a long-term record of operating execution and M&A integration we believe that Eldorado Resorts will be positioned for long-term success. Combining the assets, management, personnel, operations and other resources of these two organizations is expected to create substantial near- and long-term synergies." Eric Hausler, Chief Executive Officer of Isle of Capri, added, “We are pleased to reach this agreement with Eldorado Resorts, which provides Isle of Capri shareholders with substantial and immediate value, as well as the opportunity to participate in the upside potential of the combined company. The premium value our shareholders will be receiving reflects the culmination of several years of hard work by many dedicated Isle of Capri employees and the determination and guidance of our Board of Directors in creating and driving value. I am thankful for the hard work and dedication of our talented employees, and I am confident they will continue to make many valuable contributions as part of a larger and stronger organization. I look forward to working closely with the Eldorado team to bring our companies together to realize the benefits of this compelling combination and ensure a smooth transition.” Tom Reeg, President and Chief Financial Officer of Eldorado, concluded, “This acquisition marks further progress toward our goal of strategically expanding our property base to realize benefits of scale, increasing long-term strategic and financial flexibility, and driving shareholder value. Our experience and success over the last two years in integrating the MTR assets and Silver Legacy and Circus Circus operations will serve us well as we add the Isle of Capri assets to our operating base. With our experienced management team, operating discipline and return-focused approach to capital expenditures, we believe the acquisition of Isle of Capri offers a meaningful opportunity for Eldorado Resorts, our shareholders and Isle shareholders. Notably, after giving effect to the transaction, the incurrence of debt to fund the cash portion of the purchase price, transaction expenses, and the expected first year cost synergies of $35 million, we expect our net leverage ratio to be approximately 5.1x at closing. We plan to use the free cash flow expected to be generated by the combined company to reduce leverage and pursue future growth opportunities.” Eldorado has received committed financing for the transaction totaling $2.1 billion from J.P. Morgan. The completion of the transaction is not subject to a financing contingency. The transaction has been unanimously approved by the Boards of Directors of both Eldorado Resorts, Inc. and Isle of Capri Casinos, Inc. The transaction is subject to approval of the stockholders of Eldorado Resorts and Isle of Capri, 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 second quarter of 2017. Certain stockholders of Eldorado and Isle of Capri who control approximately 24% and 35% of the outstanding shares of common stock of Eldorado and Isle of Capri, respectively, have signed agreements to vote in favor of the transaction. Upon completion of the transaction, Eldorado and Isle of Capri shareholders will hold approximately 62% and 38%, respectively, of the combined company’s outstanding shares. In addition, subject to mutual agreement by both companies, two members of the Isle of Capri Board of Directors will be designated as members of the Eldorado Board of Directors effective immediately following the closing of the transaction. J.P. Morgan is acting as exclusive financial advisor and Milbank Tweed Hadley & McCloy LLP is acting as legal counsel to Eldorado in connection with the proposed transaction. Credit Suisse is acting as exclusive financial advisor and Mayer Brown LLP is acting as legal counsel to Isle of Capri in connection with the proposed transaction. Conference Call, Webcast, Investor Presentation Eldorado Resorts and Isle of Capri will host a joint conference call today, Monday, September 19 at 8:30 a.m. ET to review the transaction and host a question and answer session. To access the conference call, interested parties may dial (888) 461-2011 (domestic callers) or (719) 457-2659 (international callers). The Conference ID Number is 8991337. Participants can also listen to a live webcast of the call from Eldorado’s website at http://www.eldoradoresorts.com/ or Isle of Capri’s website at http://www.islecorp.com/index.html. During the conference call and webcast, management will review a presentation summarizing the proposed transaction which can be accessed at http://www.eldoradoresorts.com/. A webcast replay will be available for 90 days following the live event at http://www.eldoradoresorts.com/. Please call five minutes in advance to ensure that you are connected. Questions and answers will be taken only from participants on the conference call. For the webcast, please allow 15 minutes to register, download and install any necessary software. About Eldorado Resorts, Inc. Eldorado Resorts is a casino entertainment company that owns and operates seven properties in five states, including the Eldorado Resort Casino, the Silver Legacy Resort Casino and Circus Circus Resort Casino in Reno, NV; the Eldorado Resort Casino in Shreveport, LA; Scioto Downs Racino in Columbus, OH; Mountaineer Casino Racetrack & Resort in Chester, WV; and Presque Isle Downs & Casino in Erie, PA. For more information, please visit www.eldoradoresorts.com. About Isle of Capri Casinos, Inc. Isle of Capri Casinos, Inc. is a leading regional gaming and entertainment company dedicated to providing guests with an exceptional experience at each of the 14 casino properties that it owns or operates, primarily under the Isle and Lady Luck brands. The Company currently operates gaming and entertainment facilities in Colorado, Florida, Iowa, Louisiana, Mississippi, Missouri, and Pennsylvania. More information is available at the Company's website, www.islecorp.com. Important Information for Investors and Stockholders The information in this press release is not a substitute for the prospectus/proxy statement that Eldorado and Isle will file with the Securities and Exchange Commission (the “SEC”), which will include a prospectus with respect to shares of Eldorado common stock to be issued in the merger and a proxy statement of each of Eldorado and Isle in connection with the merger between Eldorado and Isle (the “Prospectus/Proxy Statement”). The Prospectus/Proxy Statement will be sent or given to the stockholders of Eldorado and Isle when it becomes available and will contain important information about the merger and related matters, including detailed risk factors. SECURITY HOLDERS OF ELDORADO AND ISLE ARE ADVISED TO READ THE PROSPECTUS/PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The Prospectus/Proxy Statement and other documents that will be filed with the SEC by Eldorado and Isle will be available without charge at the SEC’s website, www.sec.gov, or by directing a request when such a filing is made to (1) Eldorado Resorts, Inc. by mail at 100 West Liberty Street, Suite 1150, Reno, Nevada 89501, Attention: Investor Relations, by telephone at (775) 328-0112 or by going to the Investor page on Eldorado’s corporate website at www.eldoradoresorts.com; or (2) Isle of Capri Casinos, Inc. by mail at 600 Emerson Road, Suite 300, Saint Louis, Missouri 63141, Attention: Investor Relations, by telephone at (314) 813-9200, or by going to the Investors page on Isle’s corporate website at www.islecorp.com. A final proxy statement or proxy/prospectus statement will be mailed to stockholders of Eldorado and Isle as of their respective record dates. The information in this press release is neither an offer to sell nor the solicitation of an offer to sell, subscribe for or buy any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This communication is also not a solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise. No offer of securities or solicitation will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Proxy Solicitation Eldorado and Isle, and certain of their respective directors, executive officers and other members of management and employees may be deemed participants in the solicitation of proxies in connection with the proposed transactions. Information about the directors and executive officers of Eldorado is set forth in the proxy statement for Eldorado’s 2016 annual meeting of stockholders and Eldorado’s 10-K for the year ended December 31, 2015. Information about the directors and executive officers of Isle is set forth in the proxy statement for Isle’s 2016 annual meeting of shareholders and Isle’s Form 10-K for the year ended April 24, 2016. Investors may obtain additional information regarding the interests of such participants in the proposed transactions by reading the prospectus/proxy statement for such proposed transactions when it becomes available. Non-GAAP Measures Adjusted EBITDA is a non-GAAP measurement. Eldorado defines adjusted EBITDA operating income (loss) before depreciation and amortization, stock based compensation, (gain) loss on the sale or disposal of property, equity in income of unconsolidated affiliate, acquisition charges, S-1 expenses, severance expenses and other regulatory gaming assessments, including the impact of change in reporting requirements. Isle defines Adjusted EBITDA as earnings from continuing operations before interest and other non-operating income (expense), income taxes, stock-based compensation, preopening expenses and depreciation and amortization. Combined Adjusted EBITDA is based on the combination of Eldorado’s Adjusted EBITDA and Isle’s Adjusted EBITDA for the relevant periods. Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the current expectations of Eldorado and Isle and are subject to uncertainty and changes in circumstances. These forward-looking statements include, among others, statements regarding the expected synergies and benefits of a potential combination of Eldorado and Isle, including the expected accretive effect of the merger on Eldorado’s results of operations; the anticipated benefits of geographic diversity that would result from the merger and the expected results of Isle’s gaming properties; expectations about future business plans, prospective performance and opportunities; required regulatory approvals; the expected timing of the completion of the transaction; and the anticipated financing of the transaction. These forward-looking statements may be identified by the use of words such as “expect,” “anticipate,” “believe,” “estimate,” “potential,” “should,” “will” or similar words intended to identify information that is not historical in nature. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. There is no assurance that the potential transaction will be consummated, and there are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. These risks and uncertainties include (a) the timing to consummate a potential transaction between Eldorado and Isle; (b) the ability and timing to obtain required regulatory approvals (including approval from gaming regulators and expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976) and satisfy or waive other closing conditions; (c) the ability to obtain the approval of stockholders of Eldorado and Isle; (d) the possibility that the merger does not close when expected or at all or that the companies may be required to modify aspects of the merger to achieve regulatory approval; (e) Eldorado’s ability to realize the synergies contemplated by a potential transaction; (f) Eldorado’s ability to promptly and effectively integrate the business of Eldorado and Isle; (g) uncertainties in the global economy and credit markets and its potential impact on Eldorado’s ability to finance the transaction; (h) the outcome of any legal proceedings that may be instituted in connection with the transaction; (i) the ability to retain certain key employees of Isle; (j) the possibility of a material adverse change affecting Eldorado or Isle; (k) the possibility that the business of Eldorado or Isle may suffer as a result of the announcement of the transaction; (l) Eldorado’s ability to obtain financing on the terms expected, or at all; (m) changes in value of Eldorado’s common stock between the date of the merger agreement and the closing of the merger; and (n) the risk factors disclosed in Eldorado’s most recent Annual Report on Form 10-K, which Eldorado filed with the SEC on March 15, 2016 and the risk factors disclosed in Isle’s most recent Annual Report on Form 10-K, which Isle filed with the SEC on June 21, 2016, and in all reports on Forms 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission by Eldorado and Isle subsequent to the filing of their respective Form 10-K’s. Forward-looking statements reflect the analysis of management of Eldorado and Isle as of the date of this release. Eldorado and Isle do not undertake to revise these statements to reflect subsequent developments, except as required under the federal securities laws. Readers are cautioned not to place undue reliance on any of these forward-looking statements.








