Milbank, Latham, Skadden Advise on $8.6B Casino Mega-Merger

Eldorado Resorts and Caesars Entertainment Corp. are betting big that a merger between the two gaming giants will lead to a heater for shareholders. The new combined entity will retain the “Caesars” name and operate 60 gaming facilities across 16 U.S. states.

In a deal announced Monday morning, Eldorado will take control of all of Caesars’ outstanding shares at $12.75 per share, with a total purchase price of $8.58 billion in cash and stock and a total consideration of $17.3 billion, including debt. Eldorado shareholders will maintain 51% of the company’s outstanding shares, while Caesar’s investors will hold the remaining 49%.

Milbank, Tweed, Hadley & McCloy and Latham & Watkins are representing Eldorado on the deal. Milbank has represented both companies in the past, including handling an $18 billion debt restructuring for a Caesars subsidiary and advising Eldorado on a 2018 deal with William Hill PLC to act as the company’s exclusive sports betting operator.

Skadden, Arps, Slate, Meagher & Flom is advising Caesars in the Eldorado acquisition. The firm has a long history with Caesars, including when the gaming company sold four casino properties for $2.2 billion in 2014, as well as on its sale to Harrah’s for $9.4 billion in 2004.

Caesars, which emerged from bankruptcy in 2017, operates 34 properties in nine states and has $8.79 billion in long-term debt as of March 31. Eldorado, on the other hand, has a market value of about $4 billion and long-term debt of $3.06 billion as of the end of the first quarter. It operates 26 properties in 12 U.S. states.

Caesars has been a financial boon for several major law firms over the years. Its 2015 Chapter 11, from which the company emerged in 2017, helped generate fees of over $70 million for Kirkland & Ellis, $29 million for Proskauer Rose and $25 million for Jones Day.

Tom Reeg, CEO of Eldorado, said in a statement that “Eldorado’s combination with Caesars will create the largest owner and operator of U.S. gaming assets and is a strategically, financially and operationally compelling opportunity that brings immediate and long-term value to stakeholders of both companies.”

The deal team for Milbank was led by corporate M&A partner Deborah Conrad, tax partners Russell Kestenbaum and Max Goodman and executive compensation and employee benefits partner Mike Shah.

Latham fielded a team led by San Diego-based Sony Ben-Moshe. Moshe is a co-chair of the firm’s gaming and hospitality practice.

The Skadden team was led by M&A partners Andrew Garelick, Brian McCarthy and Richard Grossman, banking partner K. Kristine Dunn, capital markets partner Michelle Gasaway antitrust/competition partner Kenneth Schwartz, tax partner Kenneth Betts, labor and employment law partner Karen Corman, executive compensation and benefits partner Joseph Yaffe, intellectual property and technology partner Bruce Goldner, litigation partner Edward Micheletti and real estate partner Meryl Chae.