UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 8.01 of this Current Report on Form 8-K under the caption “Borrowing under Revolving Credit Facility” is incorporated herein by reference.
Item 8.01 | Other Events. |
Other Recent Developments
Between March 13, 2020 and March 17, 2020, Eldorado Resorts, Inc. (the “Company”) issued press releases announcing temporary closures of their casino properties in Colorado, Ohio, Illinois, Indiana, Louisiana, Mississippi and New Jersey. Copies of these press releases are attached hereto as Exhibits 99.1 through 99.7 and are incorporated herein by reference.
Borrowing under Revolving Credit Facility
As previously disclosed, the Company is party to a $500.0 million Revolving Credit Facility (the “Revolver”), the material terms of which are described in the section entitled “Term Loan and Revolving Credit Facility” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2020 (the “Form 10-K”), and incorporated by reference.
As of December 31, 2019, the Company had no outstanding borrowings under the Revolver. On March 16, 2020, the Company provided notice to the lenders pursuant to that certain Credit Agreement, dated as of April 17, 2017 (as amended, the “Credit Agreement”), to draw down on the Revolver in an amount equal to $465.0 million, resulting in a total of $483.2 million that is currently outstanding under the Credit Agreement (including $18.2 million in letters of credit). The Revolver will expire, at the earliest, on October 1, 2023. A copy of the Credit Agreement is filed as an exhibit to the Form 10-K.
The Company elected to borrow such amounts to provide liquidity in light of the closure of the Company’s properties as a result of the spread of novel coronavirus (COVID-19).
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit No. |
Description | |||
99.1 |
Press Release dated March 13, 2020 of Eldorado Resorts, Inc. | |||
99.2 |
Press Release dated March 15, 2020 of Eldorado Resorts, Inc. | |||
99.3 |
Press Release dated March 15, 2020 of Eldorado Resorts, Inc. | |||
99.4 |
Press Release dated March 16, 2020 of Eldorado Resorts, Inc. | |||
99.5 |
Press Release dated March 16, 2020 of Eldorado Resorts, Inc. | |||
99.6 |
Press Release dated March 16, 2020 of Eldorado Resorts, Inc. | |||
99.7 |
Press Release dated March 17, 2020 of Eldorado Resorts, Inc. | |||
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
ELDORADO RESORTS, INC., a Nevada corporation | ||||||
Date: March 17, 2020 |
By: |
/s/ Thomas R. Reeg | ||||
Name: Thomas R. Reeg | ||||||
Title: Chief Executive Officer |
Exhibit 99.1
ELDORADO RESORTS ANNOUNCES TEMPORARY CLOSING OF ELDORADO SCIOTO DOWNS IN
COLUMBUS, OHIO
Reno, Nevada (March 13, 2020) Eldorado Resorts, Inc. (NASDAQ: ERI) (Eldorado, ERI, or the Company) announced today that it will temporarily close Eldorado Scioto Downs in Columbus, Ohio as a precautionary measure to comply with the Ohio Department of Health (ODH) order to limit/prohibit mass gatherings in the state of Ohio.
While there have been no reported cases of COVID-19 at the property, the company will close Eldorado Scioto Downs to the public at midnight on Friday March 13, 2020.
The safety and well-being of our team members and guests is our highest priority. Eldorado Resorts has issued guidance that follows stringent CDC recommended protocols at its properties nationwide including frequent handwashing by team members, increased placement of hand sanitizers and increased sanitation of frequently touched surfaces. The company has been advising all team members who are experiencing flu like symptoms to go home immediately and contact their health care professional.
The Company is continuing to monitor developments related to COVID-19 and reinforcing our policies as necessary. For additional information, please visit our website at www.sciotodowns.com
About Eldorado Resorts, Inc.
Eldorado Resorts is a leading casino entertainment company that owns and operates twenty-three properties in eleven states, including Colorado, Florida, Illinois, Indiana, Iowa, Louisiana, Mississippi, Missouri, Nevada, New Jersey, and Ohio. In aggregate, Eldorados properties feature approximately 23,900 slot machines, VLTs and e-tables and approximately 660 table games, and over 11,300 hotel rooms. For more information, please visit www.eldoradoresorts.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, among others, statements regarding 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, and may include statements regarding COVID-19, the length of time Eldorado Scioto Downs will remain closed and whether the Company will be required to close other properties. 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 made herein. Such risks, uncertainties and other important factors include, but are not limited to the impact of COVID-19 and other widespread health emergencies and other risks and uncertainties are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
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.
Contact:
Brian Agnew
Eldorado Resorts
775-328-0112
investorrelations@eldoradoresorts.com
Joseph N. Jaffoni, Richard Land, James Leahy
JCIR
212-835-8500
eri@jcir.com
Exhibit 99.2
ELDORADO RESORTS ANNOUNCES FOURTEEN DAY CLOSING OF GRAND VICTORIA CASINO IN ELGIN, ILLINOIS
RENO, Nev (March 15, 2020) Eldorado Resorts, Inc. (NASDAQ: ERI) (Eldorado, ERI, or the Company) announced today that it will close Grand Victoria Casino Elgin for fourteen days to comply with the Illinois Gaming Board (IGB) order to limit/prohibit mass gatherings in the state of Illinois.
While there have been no reported cases of COVID-19 at the property, the Company will close Grand Victoria Elgin to the public at 11:59PM CST on Sunday, March 15, 2020.
The safety and well-being of our team members and guests is our highest priority. Eldorado Resorts has issued guidance that follows stringent CDC recommended protocols at its properties nationwide including frequent handwashing by team members, increased placement of hand sanitizers and increased sanitation of frequently touched surfaces. The Company has been advising all team members who are experiencing flu like symptoms to go home immediately and contact their health care professional.
The Company is continuing to monitor developments related to COVID-19 and reinforcing our policies as necessary. For additional information, please visit our website at www.grandvictoriacasino.com
About Eldorado Resorts, Inc.
Eldorado Resorts is a leading casino entertainment company that owns and operates twenty-three properties in eleven states, including Colorado, Florida, Illinois, Indiana, Iowa, Louisiana, Mississippi, Missouri, Nevada, New Jersey, and Ohio. In aggregate, Eldorados properties feature approximately 23,900 slot machines, VLTs and e-tables and approximately 660 table games, and over 11,300 hotel rooms. For more information, please visit www.eldoradoresorts.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, among others, statements regarding 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, and may include statements regarding COVID-19, the length of time Grand Victoria Elgin will remain closed and whether the Company will be required to close other properties. 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 made herein. Such risks, uncertainties and other important factors include, but are not limited to the impact of COVID-19 and other widespread health emergencies and other risks and uncertainties are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
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.
Contact:
Brian Agnew
Eldorado Resorts
775-328-0112
investorrelations@eldoradoresorts.com
Joseph N. Jaffoni, Richard Land, James Leahy
JCIR
212-835-8500
eri@jcir.com
Exhibit 99.3
ELDORADO RESORTS ANNOUNCES FOURTEEN DAY CLOSING OF TROPICANA CASINO IN EVANSVILLE, INDIANA
RENO, Nev (March 15, 2020) Eldorado Resorts, Inc. (NASDAQ: ERI) (Eldorado, ERI, or the Company) announced today that it will close Tropicana Casino Evansville for fourteen days to comply with the Indiana Gaming Commission (IGC) order to limit/prohibit mass gatherings in the state of Indiana.
While there have been no reported cases of COVID-19 at the property, the Company will close Tropicana Casino Evansville to the public at 6AM CST on Monday, March 16, 2020.
The safety and well-being of our team members and guests is our highest priority. Eldorado Resorts has issued guidance that follows stringent CDC recommended protocols at its properties nationwide including frequent handwashing by team members, increased placement of hand sanitizers and increased sanitation of frequently touched surfaces. The Company has been advising all team members who are experiencing flu like symptoms to go home immediately and contact their health care professional.
The Company is continuing to monitor developments related to COVID-19 and reinforcing our policies as necessary. For additional information, please visit our website at www.tropevansville.com
About Eldorado Resorts, Inc.
Eldorado Resorts is a leading casino entertainment company that owns and operates twenty-three properties in eleven states, including Colorado, Florida, Illinois, Indiana, Iowa, Louisiana, Mississippi, Missouri, Nevada, New Jersey, and Ohio. In aggregate, Eldorados properties feature approximately 23,900 slot machines, VLTs and e-tables and approximately 660 table games, and over 11,300 hotel rooms. For more information, please visit www.eldoradoresorts.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, among others, statements regarding 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, and may include statements regarding COVID-19, the length of time Tropicana Casino Evansville will remain closed and whether the Company will be required to close other properties. 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 made herein. Such risks, uncertainties and other important factors include, but are not limited to the impact of COVID-19 and other widespread health emergencies and other risks and uncertainties are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
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.
Contact:
Brian Agnew
Eldorado Resorts
775-328-0112
investorrelations@eldoradoresorts.com
Joseph N. Jaffoni, Richard Land, James Leahy
JCIR
212-835-8500
eri@jcir.com
Exhibit 99.4
ELDORADO RESORTS ANNOUNCES TEMPORARY CLOSING
OF THREE CASINOS IN LOUISIANA
RENO, Nev (March 16, 2020) Eldorado Resorts, Inc. (NASDAQ: ERI) (Eldorado, ERI, or the Company) announced today that it will comply with the Louisiana Gaming Control Board order and will temporarily suspend operations at the Isle of Capri Lake Charles, Belle of Baton Rouge and Eldorado Shreveport by midnight on Monday, March 16, 2020.
The Company is continuing to monitor developments related to COVID-19 and reinforcing our policies as necessary. For additional information, please visit our website at www.eldoradoresorts.com
About Eldorado Resorts, Inc.
Eldorado Resorts is a leading casino entertainment company that owns and operates twenty-three properties in eleven states, including Colorado, Florida, Illinois, Indiana, Iowa, Louisiana, Mississippi, Missouri, Nevada, New Jersey, and Ohio. In aggregate, Eldorados properties feature approximately 23,900 slot machines, VLTs and e-tables and approximately 660 table games, and over 11,300 hotel rooms. For more information, please visit www.eldoradoresorts.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, among others, statements regarding 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, and may include statements regarding COVID-19, the length of time all three Louisiana casinos will remain closed and whether the Company will be required to close other properties. 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 made herein. Such risks, uncertainties and other important factors include, but are not limited to the impact of COVID-19 and other widespread health emergencies and other risks and uncertainties are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
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.
Contact:
Brian Agnew
Eldorado Resorts
775-328-0112
investorrelations@eldoradoresorts.com
Joseph N. Jaffoni, Richard Land, James Leahy
JCIR
212-835-8500
eri@jcir.com
Exhibit 99.5
ELDORADO RESORTS ANNOUNCES TEMPORARY CLOSING
OF TROPICANA ATLANTIC CITY, NEW JERSERY
RENO, Nev (March 16, 2020) Eldorado Resorts, Inc. (NASDAQ: ERI) (Eldorado, ERI, or the Company) announced today that it will comply with New Jersey Governor Murphys order and will temporarily suspend operations at the Tropicana Atlantic City in New Jersey to the public at 8PM EDT on Monday, March 16, 2020.
The Company is continuing to monitor developments related to COVID-19 and reinforcing our policies as necessary. For additional information, please visit our website at www.tropicana.net.
About Eldorado Resorts, Inc.
Eldorado Resorts is a leading casino entertainment company that owns and operates twenty-three properties in eleven states, including Colorado, Florida, Illinois, Indiana, Iowa, Louisiana, Mississippi, Missouri, Nevada, New Jersey, and Ohio. In aggregate, Eldorados properties feature approximately 23,900 slot machines, VLTs and e-tables and approximately 660 table games, and over 11,300 hotel rooms. For more information, please visit www.eldoradoresorts.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, among others, statements regarding 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, and may include statements regarding COVID-19, the length of time Tropicana Atlantic City will remain closed and whether the Company will be required to close other properties. 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 made herein. Such risks, uncertainties and other important factors include, but are not limited to the impact of COVID-19 and other widespread health emergencies and other risks and uncertainties are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
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.
Contact:
Brian Agnew
Eldorado Resorts
775-328-0112
investorrelations@eldoradoresorts.com
Joseph N. Jaffoni, Richard Land, James Leahy
JCIR
212-835-8500
eri@jcir.com
Exhibit 99.6
ELDORADO RESORTS ANNOUNCES TEMPORARY CLOSING
OF THREE CASINOS IN MISSISSIPPI
RENO, Nev (March 16, 2020) Eldorado Resorts, Inc. (NASDAQ: ERI) (Eldorado, ERI, or the Company) announced today that, in accordance with the Mississippi Gaming Commission order, it will temporarily suspend operations at the Tropicana Greenville, Isle of Capri Lula and Lady Luck Vicksburg by midnight on Monday, March 16, 2020.
The Company is continuing to monitor developments related to COVID-19 and reinforcing our policies as necessary. For additional information, please visit our website at www.eldoradoresorts.com
About Eldorado Resorts, Inc.
Eldorado Resorts is a leading casino entertainment company that owns and operates twenty-three properties in eleven states, including Colorado, Florida, Illinois, Indiana, Iowa, Louisiana, Mississippi, Missouri, Nevada, New Jersey, and Ohio. In aggregate, Eldorados properties feature approximately 23,900 slot machines, VLTs and e-tables and approximately 660 table games, and over 11,300 hotel rooms. For more information, please visit www.eldoradoresorts.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, among others, statements regarding 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, and may include statements regarding COVID-19, the length of time all three Mississippi casinos will remain closed and whether the Company will be required to close other properties. 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 made herein. Such risks, uncertainties and other important factors include, but are not limited to the impact of COVID-19 and other widespread health emergencies and other risks and uncertainties are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
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.
Contact:
Brian Agnew
Eldorado Resorts
775-328-0112
investorrelations@eldoradoresorts.com
Joseph N. Jaffoni, Richard Land, James Leahy
JCIR
212-835-8500
eri@jcir.com
Exhibit 99.7
ELDORADO RESORTS ANNOUNCES TEMPORARY CLOSING
OF ISLE OF CAPRI AND LADY LUCK BLACK HAWK, COLORADO
RENO, Nev (March 17, 2020) Eldorado Resorts, Inc. (NASDAQ: ERI) (Eldorado, ERI, or the Company) announced today that, in accordance with Governor Poliss order, it will temporarily suspend casino operations at the Isle of Capri and Lady Luck Black Hawk at 8AM PST March 17, 2020.
The Company is continuing to monitor developments related to COVID-19 and reinforcing our policies as necessary. For additional information, please visit our website at www.isleblackhawk.com
About Eldorado Resorts, Inc.
Eldorado Resorts is a leading casino entertainment company that owns and operates twenty-three properties in eleven states, including Colorado, Florida, Illinois, Indiana, Iowa, Louisiana, Mississippi, Missouri, Nevada, New Jersey, and Ohio. In aggregate, Eldorados properties feature approximately 23,900 slot machines, VLTs and e-tables and approximately 660 table games, and over 11,300 hotel rooms. For more information, please visit www.eldoradoresorts.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, among others, statements regarding 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, and may include statements regarding COVID-19, the length of time Isle of Capri Black Hawk casinos will remain closed and whether the Company will be required to close other properties. 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 made herein. Such risks, uncertainties and other important factors include, but are not limited to the impact of COVID-19 and other widespread health emergencies and other risks and uncertainties are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
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.
Contact:
Brian Agnew
Eldorado Resorts
775-328-0112
investorrelations@eldoradoresorts.com
Joseph N. Jaffoni, Richard Land, James Leahy
JCIR
212-835-8500
eri@jcir.com