MTR, Eldorado updates original merger agreement in favor of MTR shareholders

By Rizza Sta. Ana

Nov 19, 2013 10:58 AM EST

A joint announcement by MTR Gaming Group, Inc and Eldorado HoldCo LLC indicated that the original merger agreement between the two companies would signal greater compensation in favor of the shareholders of the gaming company. The amendments of the merger agreement will involve an increase in cash consideration and pro forma ownership of the newly-merged company for shareholders of MTR. The board of directors of the gaming company had given their unanimous recommendation of the amendments.

MTR is a gaming and hospitality company that owns several resorts and casinos through its subsidiaries. It operates the Mountaineer Casino, Racetrack & Resort located in West Virginia, Presque Isle Downs & Casino in Pennsylvania, and Scioto Downs located in Ohio.

Eldorado HoldCo on the other hand, is the parent company of the operator of Eldorado Resorts that include Eldorado Reno and Eldorado Shreveport. It also operates Silver Legacy through a joint venture with MGM Resorts International.

Under the terms of the amended merger agreement, total cash consideration that would be paid to stockholders of MTR will be USD35 million, which is a USD5 million increase from the original agreement and payment for price per share was increased by USD0.90 per share to USD6.05 per share to MTR shareholders. The increase of cash consideration and payment per share would be coming from the coffers of Eldorado, the joint statement of both companies read.

MTR and Eldorado also said that Jacobs Entertainment, Inc. and its affiliates would be voting in favor of the ameded agreement between the two hospitality and gaming companies. Moreover, the termination fee should Eldorado decide to pull out from the merger due to certain reasons has been increased from USD5 million to USD6 million. Also, expense reimbursements should Eldorado decides to back out from the merger due to certain circumstances had been increased from USD500,000 to USD1 million.

The merger agreement would be still subject to customary regulatory approvals and the adoption of the agreement by the stockholders of MTR, the joint statement said.

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