Washington, D.C. 20549

FORM 12b-25






SEC FILE NO. 001-36629


(Check one):


o Form 10-K

o Form 20-F

o Form 11-K

x Form 10-Q

o Form 10-D



o Form N-SAR

o Form N-CSR













For Period Ended:

September 30, 2014



o Transition Report on Form 10-K





o Transition Report on Form 20-F





o Transition Report on Form 11-K





o Transition Report on Form 10-Q





o Transition Report on Form N-SAR





For the Transition Period Ended:



Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:




Eldorado Resorts, Inc.

Full Name of Registrant



Former Name if Applicable



Address of Principal Executive Office (Street and Number)


100 West Liberty Street, Suite 1150, Reno, NV  89501

City, State and Zip Code



PART II — RULES 12b-25(b) AND (c)


If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)




The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense



The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and



The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.




State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.


The Registrant was unable to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 on a timely basis because the Registrant required additional time to finalize its financial statements to reflect the accounting impact of the mergers of Eldorado Holdco, LLC and MTR Gaming Group, Inc. with subsidiaries of the Registrant consummated on September 19, 2014 (the “Mergers”), including the completion of the estimate of the fair value of the assets and liabilities of MTR Gaming Group, Inc. as of the date of the consummation of the Mergers. The Registrant fully expects to file its Form 10-Q within the additional time allowed by this report.


CAUTIONS ABOUT FORWARD-LOOKING STATEMENTS:  Certain statements appearing in this report constitute “forward-looking statements.” Forward-looking statements include financial projections, statements of plans and objectives for future operations, statements of future economic performance, and statements of assumptions relating thereto. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “expects,” “plans,” “anticipates,” “estimates,” “believes,” “potential,” “projects,” “forecasts,” “intends,” or the negative thereof or other comparable terminology. By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause actual results, performance and the timing of events to differ materially from those anticipated, expressed or implied by the forward-looking statements in this report. Such risks or uncertainties may give rise to future claims and increase exposure to contingent liabilities.  The forward-looking statements in this report are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are outside of our control, and could cause results to materially differ from expectations.  Other key risks are described in the Registrant’s reports filed with the SEC.  The Registrant undertakes no commitment to update or revise forward-looking statements except as required by law.






Name and telephone number of person to contact in regard to this notification


Robert M. Jones, Chief Financial Officer






(Name and Title)


(Area Code)


(Telephone Number)




Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).








x Yes    o No








Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?








x Yes    o No








If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.




As a result of the Mergers, the results of operations of MTR Gaming Group, Inc. will be included in the consolidated financial statements of the Registrant for the portion of the quarter ended September 30, 2014 beginning on the date that the Mergers were consummated.


Eldorado Resorts, Inc.

(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.



November 10, 2014



/s/ Robert M. Jones





Robert M. Jones





Chief Financial Officer


INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.





Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).