UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 19, 2014

Eldorado Resorts, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (775) 328-0100

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

On September 19, 2014, Eldorado Resorts, Inc., formerly known as Eclair Holdings Company (“ERI”), filed a Current Report on Form 8-K to report the completion of two mergers pursuant to which MTR Gaming Group, Inc. (“MTR”) and Eldorado HoldCo LLC (“HoldCo”) combined their businesses and became wholly-owned subsidiaries of ERI.  ERI is filing this amendment on Form 8-K/A, to amend such Current Report, to include the financial information required by Item 9.01(b) of Form 8-K that was not included in such Current Report.

Item 9.01                                           Financial Statements and Exhibits

(b) Pro Forma Financial Information.

The selected unaudited pro forma condensed combined financial data for the six months ended June 30, 2014 and the year ended December 31, 2013 are attached hereto as Exhibit 99.3.

(d) Exhibits.

The following exhibits are filed with this report:

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL STATEMENTS

On September 9, 2013, MTR Gaming Group, Inc. (“MTR”), Eclair Holdings Company, a Nevada corporation (now Eldorado Resorts, Inc.) (“ERI”), Ridgeline Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of ERI, Eclair Acquisition Company, LLC, a Nevada limited liability company and wholly-owned subsidiary of ERI, Eldorado HoldCo LLC, a Nevada limited liability company (“Eldorado”), and Thomas Reeg, Robert Jones and Gary Carano, as the member representative thereof, entered into a definitive agreement and plan of merger, as amended on November 18, 2013, February 13, 2014 and May 13, 2014 (the “Merger Agreement”).  Pursuant to the Merger Agreement, on September 19, 2014 (the “Acquisition Date”) MTR merged with and into Ridgeline Acquisition Corp., with MTR surviving the merger (the “MTR Merger”), and Eldorado merged with and into Eclair Acquisition Company, LLC, with Eldorado surviving the merger (the “Eldorado Merger” and, together with the MTR Merger, the “Mergers”).  The transaction was completed for an estimated purchase price of $103.0 million.   See Note 2 to the unaudited pro forma condensed combined financial statements (the “Unaudited Pro Forma Financial Statements”) for additional information on the purchase consideration.

The unaudited pro forma condensed combined statements of operations (the “Unaudited Pro Forma Income Statements”) for the six months ended June 30, 2014 and the year ended December 31, 2013, give effect to the Mergers as if they had occurred on January 1, 2013 and reflect pro forma adjustments that are expected to have a continuing impact on the results of operations.

Note that certain reclassifications have been made to the historical financial statements of Eldorado and MTR to align their presentation in the Unaudited Pro Forma Financial Statements.

The Unaudited Pro Forma Financial Statements have been prepared by management for illustrative purposes only and do not purport to represent what the results of operations, balance sheet data or other financial information of ERI would have been if the Mergers had occurred as of the dates indicated or what such results will be for any future periods. The pro forma adjustments are based on the preliminary assumptions and information available at the time of the preparation of this report. The historical financial information has been adjusted to give effect to pro forma events that are: (1) directly attributable to the Mergers, (2) factually supportable, and (3) with respect to the Unaudited Pro Forma Income Statements, expected to have a continuing impact on the combined results of ERI. As such, the Unaudited Pro Forma Income Statements for the six months ended June 30, 2014 and for the year ended December 31, 2013 do not reflect non-recurring charges that will be incurred in connection with the Mergers. The Unaudited Pro Forma Income Statements also do not reflect any cost savings from potential operating efficiencies or associated costs to achieve such savings or synergies that are expected to result from the Mergers nor does it include any costs associated with severance, exit or disposal of businesses or assets, restructuring or integration activities resulting from the Mergers, as they are currently not known, and, to the extent they arise, they are expected to be non-recurring and will not have been incurred at the closing date of the Mergers. However, such costs could affect the combined company following the Mergers in the period the costs are incurred. Further, the Unaudited Pro Forma Financial Statements do not reflect the effect of any regulatory actions that may impact the results of the combined company following the Mergers.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2014

(Dollars in Thousands, Except Per Share Data)

(a)                                 Refer to the Notes to Unaudited Pro Forma Condensed Combined Financial Statements for discussion of reclassification and pro forma adjustments.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE

SIX MONTHS ENDED JUNE 30, 2014

(Dollars in Thousands, Except Per Share Data)

(a)                                 Refer to the notes to Unaudited Pro Forma Condensed Combined Financial Statements for discussion of reclassification adjustments.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE

YEAR ENDED DECEMBER 31, 2013

(Dollars in Thousands, Except Per Share Data)

(a)                                 Refer to the notes to Unaudited Pro Forma Condensed Combined Financial Statements for discussion of reclassification adjustments.

Note 1—BASIS OF PRESENTATION

The Unaudited Pro Forma Financial Statements have been derived by applying pro forma adjustments to the historical unaudited consolidated interim financial statements as of and for the six months ending June 30, 2014 of MTR and Eldorado, and the historical audited consolidated financial statements as of and for the year ended December 31, 2013 of MTR and Eldorado.

The Unaudited Pro Forma Financial Statements have been prepared giving effect to the accounting acquisition of MTR by Eldorado in a transaction to be accounted for as a purchase in accordance with ASC Topic No. 805, Business Combinations. Under the acquisition method of accounting, the total estimated purchase price, calculated as described in the notes to the Unaudited Pro Forma Financial Statements, is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date.

For purposes of the Unaudited Pro Forma Financial Statements, MTR and Eldorado management have made a preliminary allocation of the estimated purchase price of the tangible and intangible assets acquired and liabilities assumed based on various preliminary estimates of their fair values, as described in the notes presented herein. A final purchase price allocation will be based on the actual net tangible and intangible assets that exist as of the Acquisition Date and will be completed after asset and liability valuations are finalized. Any final adjustments may change the allocation of the purchase price, which could affect the fair value assigned to the assets and liabilities and could result in differences when compared to the pro forma adjustments included in the Unaudited Pro Forma Financial Statements presented herein. Amounts preliminarily allocated to assets and liabilities may change significantly, which could result in a material increase or decrease in pro forma depreciation or amortization expense. Estimates related to the determination of the useful lives of assets acquired may also change, which could result in a material increase or decrease in pro forma depreciation or amortization expense.

Based on the number of shares issued on the Acquisition Date, former Eldorado members have ownership of approximately 50.2% of ERI. Eldorado is the accounting acquirer of MTR, and the acquisition was treated as a reverse merger. This determination was made based on the consideration of all quantitative and qualitative factors, including the following:

·                  certain former members of Eldorado control the largest blocks of voting shares in ERI with the remaining shares of ERI being owned in smaller amounts by a diverse group of investors;

·                  all of the initial members of ERI’s board of directors were selected by Eldorado; and

·                  the Chief Operating Officer, the Chief Financial Officer and other key management of Eldorado  assumed leadership positions at ERI upon consummation of the Mergers.

The Unaudited Pro Forma Financial Statements should be read in conjunction with:

·                  the accompanying notes to the Unaudited Pro Forma Financial Statements;

·                  the separate historical audited consolidated financial statements of Eldorado as of and for the year ended December 31, 2013, incorporated by reference;

·                  the separate historical unaudited consolidated interim financial statements of Eldorado as of and for the six months ended June 30, 2014 (previously filed);

·                  the separate historical audited consolidated financial statements of MTR as of and for the year ended December 31, 2013, included in MTR’s Annual Report on Form 10-K filed on March 14, 2014 and incorporated by reference;

·                  the separate historical unaudited consolidated interim financial statements of MTR as of and for the six months ended June 30, 2014, included in MTR’s Quarterly Report on Form 10-Q filed on August 8, 2014 and incorporated by reference.

Note 2—CALCULATION OF ESTIMATED PURCHASE CONSIDERATION

The purchase consideration in a reverse acquisition is determined with reference to the value of equity that the accounting acquirer, Eldorado, would have had to issue to the owners of the accounting acquiree, MTR, to give them the same percentage interest in the combined entity. However, in reverse acquisitions that occur between a public company as the legal acquirer, and a private company as the accounting acquirer, the fair value of the legal acquirer’s publicly traded stock generally is a more reliable determination of the fair value than the fair value of the accounting acquirer’s untraded equity securities, and as such, is generally used in calculating the purchase consideration. Accordingly, the following table provides the calculation of the purchase price used in the pro forma financial statements, which was calculated using the fair value of MTR’s common stock, based on the closing stock price of $4.43 on the Acquisition Date, as well as, a reconciliation of the total share outstanding as of the Acquisition Date.

Purchase Price Calculation

(i)                                     The number of shares issued to members of Eldorado in the Eldorado Merger  as merger consideration was determined as follows pursuant to the terms of the Merger Agreement:

(1)                                 The calculation of merger consideration payable to members of Eldorado was based on Adjusted EBITDA for the trailing twelve months ended July 31, 2014.  Working capital components and outstanding debt were estimated as of the Acquisition Date and are subject to change based on a post-merger report review to be completed within 45 days from the Acquisition Date.  Pursuant to the terms of the Merger Agreement, 330,579 of the 23,311,492 shares of ERI Stock otherwise issuable to the prior members of Eldorado will be held in escrow to satisfy potential purchase price adjustments in favor of ERI, as more fully described in “The Merger Agreement — Merger Consideration; Conversion of Shares and Membership Interests” in the Registration Statement, incorporated herein by reference.  If there is a purchase price adjustment in favor of ERI, a number of the escrowed shares of ERI Stock equal to the amount of the purchase price adjustment divided by $6.05 will be returned to ERI and canceled, and the remaining portion of the escrowed shares of ERI Stock, if any, will be disbursed to the prior members of Eldorado.  If there is a purchase price adjustment in favor of the prior members of Eldorado, all escrowed shares of ERI Stock shall be disbursed to the prior members of Eldorado, and ERI shall issue to the prior members of Eldorado an additional number of shares of ERI Stock equal to the amount of the purchase price adjustment divided by $6.05.

(2)                                 Includes $168.0 million of 8.625% Senior Secured Notes.

(3)                                 Includes $0.04 million of Capital Lease Obligations and $3.7 million of Interest Payable.

(4)                                 Excess cash equals total cash less cage cash.

(5)                                 Includes $87.7 million Senior Credit Facility and $16.2 million face value of Joint Venture Partner Notes.

(6)                                 Noncontrolling interest representing 3.8142% in ELLC’s 50% interest in Silver Legacy not owned by Eldorado Resorts at the time of the closing of the Mergers.

(7)                                 Includes Escrowed Shares.

(ii)                              Number of shares of MTR common stock issued and outstanding immediately prior to closing.

(iii)                               Pursuant to the MTR 2010 Long-Term Incentive Plan, immediately prior to closing, all outstanding stock options and MTR RSUs vested and became immediately exercisable. All vested MTR RSUs were exchanged for one share of ERI common stock. All outstanding stock options became exercisable for shares of ERI common stock with the same terms as the previous awards.

Preliminary Purchase Price Allocation

The following table summarizes the preliminary allocation of the purchase consideration to the identifiable assets acquired and liabilities assumed of MTR, with the excess recorded as goodwill (dollars in thousands):

Purchase Price Reconciliation to Goodwill (dollars in thousands)

Note 3—UNAUDITED PRO FORMA FINANCIAL STATEMENTS TRANSACTION ADJUSTMENTS

1)                                     The following table illustrates the pro forma adjustments to cash and cash equivalents for the period ended June 30, 2014 (dollars in thousands):

(i)                                     At the Acquisition Date, MTR stockholders elected the maximum cash consideration permitted pursuant to the terms of the Merger Agreement; therefore, the pro forma financial statements reflect the full $35.0 million reduction to cash and cash equivalents (of which $30.0 million was funded by MTR and $5.0 million was funded by Eldorado).

(ii)                                  Under the terms of the Mergers, all performance cash awards granted under the terms of MTR’s 2010 Long-Term Incentive Plan (“2010 Plan”), vested and were paid by MTR upon the closing of the Mergers. The Unaudited Pro

Forma Balance Sheet was adjusted to reflect the impact of the $2.7 million payment made by MTR upon the Acquisition Date. Further discussion regarding the 2010 Plan awards vesting and related pro forma adjustments are discussed in Adjustment 8 below.

(iii)          Eldorado and MTR anticipate incurring approximately $6.0 million and $11.7 million, respectively, for a total of $17.7 million in transaction related costs, which consist primarily of legal, financial advisor, gaming license transfer fee, accounting and consulting costs. The historical combined financial statements already reflect $10.5 million paid as of June 30, 2014. The remaining $7.2 million was shown as a pro forma reduction to cash and cash equivalents with a corresponding adjustment to accounts payable/accrued liabilities and retained earnings, as further discussed in Adjustment 11 below.

2)                                     Reflects the elimination of deferred financing costs associated with MTR’s long term debt.

3)                                     Reflects the adjustment to MTR’s historical property and equipment to the estimated fair value of the property and equipment on the acquisition date. The estimated fair values compared to net book value of property and equipment and the valuation methodologies used are as follows (dollars in thousands):

The fair value of land was determined using the market approach, which considers sales of comparable assets and applies compensating factors for any differences specific to the particular assets. With respect to personal property components of the assets (gaming equipment, furniture, fixtures and equipment, computers, and vehicles) the cost approach was used, which is based on replacement or reproduction costs of the asset. Building and site improvements were valued using the cost approach using a direct cost model built on estimates of replacement cost.

The cost approach methodology reflects the contributory value of these improvements on a going concern basis in line with the purpose of the acquisition consistent with the perspective of a market participant. The income approach incorporates all tangible and intangible property and served as a ceiling for the fair values of the acquired assets of the ongoing business enterprise, while still taking into account the premise of highest and best use. In the instance where the business enterprise value developed via the income approach was exceeded by the initial fair values of the underlying assets, an adjustment to reflect economic obsolescence was made to the tangible assets on a pro rata basis to reflect the contributory value of each individual asset to the enterprise as a whole.

In determining the 25% economic obsolescence applied to the personal property value indications, primary consideration was given to the anticipated earnings of the property (from an EBITDA perspective) relative to the property’s historical earnings and relative to the earnings of selected guideline companies. Each tangible asset of the applicable property was reduced by the same 25% economic obsolescence factor with the exception of the recently- completed construction at Scioto Downs and construction in progress (CIP). Due to the nature of the CIP assets, the short period of time that has elapsed since the construction occurred, and the absence of any plans to abandon these projects, these assets were included at original cost. CIP represents less than 1% of the total tangible asset value. The resulting tangible asset values, in conjunction with the fair values of the other assets, were representative of the total value of the overall properties indicated by the income approach.

In addition, a fair value adjustment of $5.7 million was recorded to non-operating real property utilizing a sales comparison approach. As the adjustment to fair value was related to non-operating land, there was no adjustment to depreciation expense.

Adjustments to depreciation expense for property and equipment were based on comparing the historical depreciation recorded during the periods presented to the revised depreciation. The revised depreciation was calculated by dividing, on a straight line basis, the fair value assigned to MTR’s property and equipment by the estimated remaining useful lives assigned to the assets. For the six months ended June 30, 2014 pro forma depreciation expense decreased $4.9 million due to a reduction in the overall fair value in property and equipment, as well as the impact of an increase in the remaining useful life assigned to certain assets. For the year ended

December 31, 2013, pro forma depreciation expense decreased $0.3 million due to a reduction in the overall fair value in property and equipment, as well as the impact of an increase in the remaining useful life assigned to certain assets, offset in part by additional depreciation associated with assets assigned a remaining useful life of one year or less.

4)           The transaction resulted in an increase to the balance of the intangible assets primarily due to an increase in the gaming license intangible assets and the addition of the trade name and InClub player development program intangible assets. Each of MTR’s facilities (Mountaineer Park, Presque Isle Downs and Scioto Downs) is required to maintain gaming and racing licenses. The gaming and racing licenses of each property were valued in aggregate for each respective property, as these licenses are considered to be the most significant asset of the Company and the gaming licenses could not be obtained without holding the racing licenses. Therefore, a market participant would consider the licenses in aggregate. The estimated fair values of the identifiable intangible assets; their estimated useful lives and valuation methodology are as follows (dollars in thousands):