Mirage Hotel sold for $1.075B

Hard Rock International to buy The Mirage Hotel & Casino from MGM

MGM Resorts International (MGM) announced an agreement with Hard Rock International to sell the operations of The Mirage Hotel & Casino (“The Mirage”). The deal, which is valued at $1.075 billion in cash. The deal is likely to be completed in the second half of 2022, subject to regulatory approvals.

The Mirage, which was opened in 1989, was acquired by MGM Resorts in 2000. Per the agreement, MGM Resorts will retain “The Mirage name and brand, licensing it to Hard Rock royalty-free for a maximum period of three years while it finalizes its plans to rebrand the property.”

MGM Resorts anticipates net cash proceeds following taxes and estimated fees to be nearly $815 million. 

Goldman Sachs

Goldman Sachs analyst Stephen Grambling notes that MGM Resorts (MGM) announced it has entered into an agreement to sell the operations of The Mirage to Hard Rock International for $1.075B in cash and $815M after taxes and estimated fees.

Concurrently, VICI Properties (VICI) announced that in connection with the deal, they have agreed to enter into a new separate lease with Hard Rock related to the operations of the Mirage with similar terms as the current MGM Master Lease, Grambling adds, highlighting that VICI has entered into an agreement to purchase MGP, of which MGM is a controlling shareholder.

The analyst believes the deal could be a strategic positive to MGM given the potential to drive deleveraging for the enterprise. He also notes the property had seen improving margins but decelerating growth pre-pandemic, and may require substantial capex to be reinvigorated. The deal therefore would allow MGM to focus on capital allocation elsewhere, the analyst argues. Grambling has a Neutral rating on MGM Resorts with a price target of $49.

CBRE

CBRE analyst John DeCree called this a “record multiple” as well as a “winner, winner, chicken dinner deal for all parties involved, plus some bystanders,” such as Wynn (WYNN) and Caesars (CZR), who have significant Las Vegas exposure.

Mirage sets a new bar for Las Vegas operating company valuation, which makes DeCree tell investors that he “can’t help but get excited about the prospects” for Caesars, which is planning to sell one of its Vegas resorts in early 2022, and Wynn, which “is sitting on what is arguably the most valuable casino resort in Las Vegas, if not the country,” according to the analyst. DeCree has Buy ratings on MGM, Caesars and Wynn shares.

MGM is up $1.26 to $41.60.

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Caesars Entertainment sold for $17.3 B

Eldorado Resorts to acquire Caesars for $12.75 per share, or about $17.3B

Eldorado Resorts to buy Caesars for $17.3B, Stockwinners

Eldorado Resorts (ERI) and Caesars Entertainment (CZR) announced that they have entered into a definitive merger agreement to create the largest U.S. gaming company.

Caesars Entertainment sold for $17.3 billion, Stockwinners

Eldorado will acquire all of the outstanding shares of Caesars for a total value of $12.75 per share, consisting of $8.40 per share in cash consideration and 0.0899 shares of Eldorado common stock for each Caesars share of common stock based on Eldorado’s 30-calendar day volume weighted average price per share as of May 23, reflecting total consideration of approximately $17.3B, comprised of $7.2B in cash, approximately 77M Eldorado common shares and the assumption of Caesars outstanding net debt.

Caesars shareholders will be offered a consideration election mechanism that is subject to proration pursuant to the definitive merger agreement.

Giving effect to the transaction, Eldorado and Caesars shareholders will hold approximately 51% and 49% of the combined company’s outstanding shares, respectively.

Upon completion of the transaction the combined company will retain the Caesars name to capitalize on the value of the iconic global brand and its legacy of leadership in the global gaming industry.

The new company will continue to trade on the Nasdaq Global Select Market.

The combined company’s Board of Directors will consist of 11 members, six of whom will come from Eldorado’s Board of Directors and five of whom will come from Caesars Board of Directors.

The transactions have been unanimously approved by the Boards of Directors of Eldorado, Caesars and VICI.

The Caesars transaction is subject to approval of the stockholders of Eldorado and Caesars, the approval of applicable gaming authorities, the expiration of the applicable Hart-Scott-Rodino waiting period and other customary closing conditions, and is expected to be consummated in the first half of 2020.


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Tropicana Entertainment sold for $1.85B

Eldorado Resorts to acquire Tropicana Entertainment in $1.85B transaction 

Tropicana Entertainment sold for $1.85B, Stockwinners
Tropicana Entertainment sold for $1.85B, 

Eldorado Resorts (ERI) announced that it entered into a definitive agreement to acquire Tropicana Entertainment (TPCA) in a cash transaction that is valued at $1.85B.

The definitive agreement provides that Gaming and Leisure Properties (GLPI) will pay $1.21B, excluding taxes and expenses, for substantially all of Tropicana’s real estate and enter into a master lease with Eldorado for the acquired real estate and that Eldorado will fund the remaining $640M of cash consideration payable in the acquisition.

Tropicana Entertainment sold for $1.85B, Stockwinners.com
Tropicana Entertainment sold for $1.85B, 

 

The transaction is expected to be immediately accretive to Eldorado’s free cash flow and diluted earnings per share, inclusive of identified expected cost synergies of approximately $40M in the first year following its completion and when giving effect to the lease transaction described below.

Pursuant to the transaction, GLPI is expected to acquire the real estate associated with the Tropicana property portfolio, except the MontBleu Casino Resort & Spa in South Lake Tahoe and the Tropicana Aruba Resort and Casino.

Following the acquisition of the real estate portfolio by GLPI, Eldorado will enter into a triple net master lease for the acquired properties with an initial term of 15 years, with renewals of up to 20 years at the Eldorado’s option.

The initial annual rent under the terms of the lease is expected to be approximately $110M.

Tropicana intends to dispose of Tropicana Aruba Resort and Casino prior to closing.

Eldorado’s net purchase price after the application of Tropicana’s expected net cash on hand and cash flow generated from operations through closing represents an estimated trailing twelve months EBITDA multiple of approximately 6.6x at closing.

Including the $40M of identified cost synergies, the purchase price multiple is expected to be below 5.0x.

The board of directors of each of Eldorado, GLPI and Tropicana approved the transaction, which is expected to close by the end of 2018, subject to receipt of required regulatory approvals and satisfaction of other customary closing conditions.

Eldorado intends to fund the transaction consideration of approximately $640M payable by Eldorado and repay debt outstanding under Tropicana’s credit facility with cash generated from its current operations, proceeds from pending asset sales, Tropicana’s cash on hand, cash flow generated from Tropicana operations through closing and $600M of committed debt financing from J.P. Morgan.


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