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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
April
16, 2019
Gary L. Carano
Executive Chairman of the Board of Directors
Eldorado Resorts, Inc.
100 West Liberty Street, Suite 1150
Reno, Nevada 89501
Re: Eldorado Resorts, Inc.
PRE 14A preliminary proxy statement filing made on Schedule
14A
Filed on April 11, 2019 by Eldorado Resorts, Inc.
File No. 001-36629
Dear Mr. Carano,
We have reviewed the above-captioned filing, and have the following
comments. Some
of our comments may ask for additional information so that we may better
understand the disclosure.
Please respond to this letter by amending the filing and/or by
providing the requested
information. If you do not believe our comments apply to your facts and
circumstances, and/or do
not believe an amendment is appropriate, please tell us why in a written
response.
After reviewing any amendment to the filing and any information
provided in response to
these comments, we may have additional comments.
Schedule 14A
1. The first page of the proxy statement, as defined in Rule 14a-1(g) and
distinguished from
the Notice or any letter to shareholders must be marked as preliminary.
In addition, the
form of proxy also needs to be marked as preliminary. Given that a
preliminary proxy
statement may be lawfully disseminated under Rule 14a-3(a), please revise
both documents.
See Rule 14a-6(e)(1) of Regulation 14A.
2. Notwithstanding the disclosure that appears on page 57 regarding the
registrant's Annual
Report, please advise us, with a view toward revised disclosure, how
Eldorado complied with
or intends to comply with Rule 14a-3(b)(10).
3. Page 3 leaves open the possibility that the proxy statement will be
distributed electronically
to the exclusion of other methods while suggesting its availability on a
dedicated website.
Please advise us whether Eldorado will be relying upon Rule 14a-16 to
distribute the proxy
statement electronically as the primary means of fulfilling its
obligations under Rule 14a-3(a)
and Rule 14a-4(f). If so, please summarize for us how compliance with Rule
14a-16 has
been effectuated.
Gary L. Carano
Eldorado Resorts, Inc.
April 16, 2019
Page 2
4. Please advise us why the EDGAR header tag used to identify the
above-captioned
submission was PRE 14A instead of PREC14A. Please also confirm that
successive filings,
including the definitive proxy statement, will be designated correctly.
Refer to Note 3 of Rule
14a-6 for the standards used in determining whether or not a solicitation in
opposition exists.
5. Unless the registrant is relying upon Rule 14a-5(a) to exclude negative
responses to line item
disclosures, information regarding dissenters' rights of appraisal (or
similar rights) appears to
have been inadvertently omitted. Please revise to include the information
required under
Item 3 of Schedule 14A, or advise.
Broker Non-Votes, page 3
6. Given the solicitation in opposition, as determined under the legal
standards set forth in Note
3 to Rule 14a-6, please advise us of the legal basis upon which the
registrant has relied to
conclude that broker non-votes may exist. See Item 21(b) of Schedule 14A.
Copies of Proxy Materials, page 3
7. Please advise us, with a view towards revised disclosure, how the registrant
has complied
with Item 23 of Schedule 14A.
Proposal 1 Election of Directors, page 4
8. In light of the requirement under Item 5(b)(1)(iii) of Schedule 14A to state
whether or not
any of the participants have been the subject of criminal convictions within
the last ten years,
please provide us with a written reply on behalf of each participant in
response to this line
item notwithstanding the fact that a negative response need not be disclosed
in the proxy
statement filed under cover of Schedule 14A.
9. Please confirm that each person nominated for election as a director has
agreed to be named
in the proxy statement and to serve if elected. Refer to Rule 14a-4(d)(1).
Stockholder Proposals, page 51
10. To the extent the five stockholder proposals are regulated under Item 18 of
Schedule 14A,
titled "Matters not required to be submitted," please revise to expressly
state what board
action, if any, is intended to be taken in the event of a negative vote by
security holders.
Note also that the right of a security holder to vote on a matter is
determined by a source of
legal authority other than the federal securities laws.
Gary L. Carano
Eldorado Resorts, Inc.
April 16, 2019
Page 3
Form of Proxy
11. The form of proxy is not part of the proxy statement. See Rule 14a-1(g)(for
a definition of
the term "proxy statement") and Rule 14a-101(for Schedule 14A and an
itemization of
information required in the proxy statement). Disclosures made in the
narrative of the proxy
statement therefore will not satisfy disclosure obligations with respect to
the presentation of
information on form of proxy. Please revise the form of proxy to expressly
state whether
each matter upon which security holders are being asked to vote has been
proposed by the
registrant or security holders. See Rule 14a-4(a)(3) of Regulation 14A.
* * *
We remind you that the registrant is responsible for the accuracy and
adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
You may contact me at (202) 551-3266 with any questions.
Sincerely,
/s/ Nicholas P.
Panos
Nicholas P. Panos
Senior Special
Counsel
Office of Mergers
& Acquisitions
cc: Edmund L. Quatmann, Jr., Secretary