ISLE Isleworth Healthcare Acquisition Corporation

CERTAIN DEFINED TERMS USED IN THIS JOINT PROXY STATEMENT/PROSPECTUS

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QUESTIONS AND ANSWERS ABOUT THE ERI SPECIAL MEETING

The ERI Board is soliciting proxies from its stockholders to vote at a special meeting of ERI stockholders, to be held at 10:00 a.m., Pacific Time, on January 25, 2017 at Eldorado Resort Casino, 345 N. Virginia St., Reno Nevada 89501 (the “ERI Special Meeting”), and any adjournment of the ERI Special Meeting, if appropriate.

The questions and answers below highlight selected information from this joint proxy statement/prospectus and are intended to briefly address some commonly asked questions about, among other things, (a) the Merger Agreement, the Merger Consideration and the Share Issuance, (b) the Mergers and (c) the ERI Special Meeting, where the stockholders of ERI will be asked to consider and vote on the approval of the Share Issuance and related matters.

The following questions and answers do not contain all of the information that is important to you. You should carefully read this joint proxy statement/prospectus in its entirety, including the annexes and the documents incorporated by reference, to fully understand the matters to be acted upon and the voting procedures for the ERI Special Meeting. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions under “ Where You Can Find More Information ” beginning on page 207.

For certain questions and answers about the Isle Special Meeting, see “ Questions and Answers about the Mergers and the Isle Special Meeting ” beginning on page 9.

In order for the Mergers to be consummated, ERI stockholders must approve the issuance of shares of ERI common stock, or the Share Issuance, as part of the consideration for the First Step Merger. Approval of the Share Issuance requires the affirmative vote of a majority of the votes cast, in person or by proxy, on the proposal to approve the Share Issuance. The ERI Board has designated Anthony Carano and Thomas Reeg as proxies, who will vote the shares represented by proxies at the ERI Special Meeting in the manner indicated by the proxies.

This joint proxy statement/prospectus is being delivered to you as a proxy statement because the ERI Board and the Isle Board are soliciting proxies from their respective stockholders. The ERI Board is soliciting proxies from its stockholders to vote on the approval of the Share Issuance, as well as the other matters set forth in the notice of the ERI Special Meeting and described in this joint proxy statement/prospectus, and your proxy will be used at the ERI Special Meeting or at any adjournment thereof. It is a prospectus because ERI will issue ERI common stock to Isle stockholders in connection with the First Step Merger. On or about January 4, 2017, ERI began to deliver printed versions of these materials to its stockholders as of the close of business on the record date for the ERI Special Meeting, December 29, 2016.

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For a discussion of the reasons for the recommendation on ERI Proposal No. 1, see “ The Mergers — ERI Board’s Reasons for the Mergers ” beginning on page 99.

Unless you give other instructions on your proxy card, the persons named as proxy holders on the enclosed proxy card will vote in accordance with the recommendations of the ERI Board.

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As of the record date for the ERI Special Meeting, there were 47,105,744 shares of ERI common stock outstanding and entitled to vote at the ERI Special Meeting, held by approximately 659 holders of record.

A complete list of stockholders entitled to vote at the ERI Special Meeting will be available for examination by any stockholder at ERI’s corporate headquarters, 100 West Liberty Street, Suite 1150, Reno, Nevada 89501, during normal business hours for a period of ten days before the ERI Special Meeting and at the time and place of the ERI Special Meeting.

If you hold your ERI common stock in “street name” through a bank, brokerage firm or other nominee, you should instruct such bank, brokerage firm or other nominee what election to make on your behalf by carefully following the instructions that you will receive from your bank, brokerage firm or other nominee. An election will not be made on your behalf absent your instructions. You may be subject to an earlier deadline for making your election. Please contact your bank, brokerage firm or other nominee with any questions.

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Regardless of whether you intend to attend the ERI Special Meeting, you are encouraged to vote your shares of ERI common stock as promptly as possible. Voting your shares will not impact your ability to attend the ERI Special Meeting.

To revoke your proxy, you must do one of the following:

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Attendance at the ERI Special Meeting, however, will not automatically revoke any proxy that you have given previously unless you request a ballot and vote in person. If you hold shares though a bank or brokerage firm, you must contact the bank or brokerage firm to revoke any prior voting instructions.

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Email: eldorado@dfking.com

Banks and Brokers (212) 269-5550

or

Toll-Free (800) 769-4414

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QUESTIONS AND ANSWERS ABOUT THE MERGERS AND THE ISLE SPECIAL MEETING

The Isle Board is soliciting proxies from its stockholders to vote at a special meeting of Isle stockholders, to be held at 1:00 p.m., Eastern Time, on January 25, 2017 at Isle Casino Racing Pompano Park, 1800 SW 3rd Street, Pompano Beach, Florida 33069 (the “Isle Special Meeting”), and any adjournment of the Isle Special Meeting.

The questions and answers below highlight selected information from this joint proxy statement/prospectus and are intended to briefly address some commonly asked questions about, among other things, (a) the Merger Agreement and the Merger Consideration, (b) the First Step Merger, pursuant to which the separate corporate existence of Merger Sub A will cease and Isle will survive the First Step Merger as a wholly-owned subsidiary of ERI, (c) the Second Step Merger, pursuant to which the separate corporate existence of Isle will cease and Merger Sub B will survive the Second Step Merger as a wholly-owned subsidiary of ERI, and (d) the Isle Special Meeting, where the stockholders of Isle will be asked to consider and vote on the adoption of the Merger Agreement and related matters.

The following questions and answers do not contain all of the information that is important to you. You should carefully read this joint proxy statement/prospectus in its entirety, including the annexes and the documents incorporated by reference, to fully understand the matters to be acted upon and the voting procedures for the Isle Special Meeting. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions under “ Where You Can Find More Information ” beginning on page 207.

For certain questions and answers about the ERI Special Meeting, see “ Questions and Answers about the ERI Special Meeting ” beginning on page 4.

In order for the Mergers to be consummated, Isle stockholders must vote to adopt the Merger Agreement and approve the First Step Merger. Adoption of the Merger Agreement and approval of the First Step Merger requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of Isle common stock entitled to vote on such matters. Isle stockholders are also being asked to vote to approve, on an advisory basis, the compensation that will or may become payable to Isle’s named executive officers in connection with the Mergers and to approve one or more adjournments of the Isle Special Meeting, if appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement and approve the First Step Merger at the time of the Isle Special Meeting.

This joint proxy statement/prospectus is being delivered to you as both a proxy statement of Isle and a prospectus of ERI. It is a proxy statement because the Isle Board is soliciting proxies from you to vote on the matters set forth in the notice of the Isle Special Meeting and described in this joint proxy statement/prospectus, and your proxy will be used at the Isle Special Meeting or at any adjournment thereof. It is a prospectus because ERI will issue ERI common stock to Isle stockholders in connection with the First Step Merger. On or about January 4, 2017, Isle began to deliver printed versions of these materials to its stockholders as of the close of business on the record date for the Isle Special Meeting, December 29, 2016.

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For a discussion of the reasons for the recommendation on Isle Proposal No. 1, see “ The Mergers—Isle Board’s Reasons for the Mergers and Recommendation of the Isle Board ” beginning on page 105.

Unless you give other instructions on your proxy card, the persons named as proxy holders on the enclosed proxy card will vote in accordance with the recommendations of the Isle Board.

Isle Proposal Nos. 2 and 3 require the affirmative vote of the holders of a majority of the shares present, in person or by proxy, and entitled to vote at the Isle Special Meeting.

The vote on Proposal No. 2 is advisory and is not binding on Isle.

In this joint proxy statement/prospectus, when the term “Merger Consideration” is used with respect to a given share of Isle common stock, it means either the Cash Consideration (with respect to a share of Isle common stock representing the right to receive the Cash Consideration) or the Stock Consideration (with respect to a share of Isle common stock representing the right to receive the Stock Consideration).

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The Merger Agreement provides that 58% of the aggregate consideration that will be paid by ERI will be paid in cash. The remaining 42% of the aggregate consideration will be paid in shares of ERI common stock. As such, if Isle stockholders make a Cash Election or a Stock Election, the form of Merger Consideration they actually receive may be adjusted according to the proration and reallocation procedures contained in the Merger Agreement.

Isle stockholders who fail to make a valid election for any reason by the Election Deadline will be deemed to have made a non-election and will have no control over the form of Merger Consideration they will receive in exchange for their shares of Isle common stock. The form of Merger Consideration that these non-electing stockholders receive will depend on which form of Merger Consideration is oversubscribed or undersubscribed.

Each share of Isle common stock subject to vesting, repurchase or lapse restrictions (each an “Isle Restricted Share”) that is outstanding will, as of the Effective Time, continue to vest or accelerate (if unvested) in accordance with the applicable Isle Stock Plan, the award agreement pursuant to which such Isle Restricted Share was granted and, if applicable, any other relevant agreements and will be exchanged for 1.638 shares of ERI common stock (with aggregated fractional shares rounded to the nearest whole share).

Each performance stock unit (each an “Isle PSU”) that is outstanding will, as of the Effective Time, (a) continue to vest or accelerate (if unvested) in accordance with the applicable Isle Stock Plan, the award agreement pursuant to which such Isle PSU was granted and, if applicable, any other relevant agreements, (b) be converted into a number of performance stock units in respect of shares of ERI common stock, in an amount equal to 1.638 shares of ERI common stock (with aggregated fractional shares rounded to the nearest whole share) at the target level of performance, and (c) remain subject to the same terms and conditions as were applicable to such Isle PSU immediately prior to the Effective Time.

Each restricted stock unit, deferred stock unit or phantom unit in respect of a share of Isle common stock granted under the applicable Isle Stock Plan or otherwise, including any such units held in participant accounts under any employee benefit or compensation plan or arrangement of Isle, other than an Isle PSU (each an “Isle RSU”), that is outstanding will, as of the Effective Time, (a) continue to vest or accelerate (if unvested) in accordance with the applicable Isle Stock Plan, the award agreement pursuant to which such Isle RSU was granted, and, if applicable, any other relevant agreements, (b) be converted into a number of restricted stock units, deferred stock units or phantom units, as applicable, in respect of shares of ERI common stock, in an amount equal to 1.638 shares of ERI common stock (with aggregated fractional shares rounded to the nearest whole share), and (c) remain subject to the same terms and conditions as were applicable to such Isle RSU immediately prior to the Effective Time.

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Isle stockholders who fail to make a valid election for any reason by the Election Deadline, which is 5:00 p.m., Eastern Time, on the thirtieth day following the mailing date of the transmittal materials, will be deemed to have made a non-election and will have no control over the form of Merger Consideration that they receive. Instead, the form of Merger Consideration they receive will depend on which form of Merger Consideration is oversubscribed or undersubscribed.

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If the holders of more than 42% of the outstanding Isle shares make valid elections to receive the Stock Consideration or if the holders of more than 58% of the outstanding Isle shares make valid elections to receive the Cash Consideration, those Isle stockholders electing the oversubscribed form of consideration will have the oversubscribed form of consideration proportionately reduced and will receive a portion of their consideration in the other form, despite their election.

If you did not make a valid election by the Election Deadline with respect to some of or all of your shares of Isle common stock, you will be able to transfer those all or a portion of those shares even after the Election Deadline. But, because all of the shares of Isle common stock for which an election has been properly made will not longer be transferable, there may not be a trading market that will provide adequate liquidity for such a transfer.

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For stockholders who did not properly complete a form of election, ERI will mail a letter of transmittal and instructions for surrendering certificated or book-entry shares. The mailing will commence no more than five business days after the Effective Time. Following the delivery of the letter of transmittal and all of the outstanding shares of such stockholder to the Exchange Agent, the stockholder will receive, promptly after the Effective Time, the Merger Consideration available (consisting of Cash Consideration, Stock Consideration or a combination of Cash Consideration and Stock Consideration) after ERI gives effect to all of the properly completed elections of other stockholders.

As more fully described in this joint proxy statement/prospectus and in the Merger Agreement, the completion of the Mergers depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include, among others, the adoption of the Merger Agreement and approval of the First Step Merger by an affirmative vote of the holders of at least two-thirds of the outstanding shares of Isle common stock entitled to vote on such matters, the expiration or termination of the applicable waiting period under the HSR Act, obtaining requisite gaming approvals, the effectiveness of the registration statement (of which this joint proxy statement/prospectus is a part) relating to the Share Issuance, and the absence of any law or regulation that prohibits the completion of the Mergers. The waiting period under the HSR Act was terminated early by the FTC on October 21, 2016.

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Each party’s obligation to consummate the Mergers is also subject to the accuracy of the representations and warranties of the other party in the Merger Agreement except where an inaccuracy would not result in a material adverse effect (as defined in the Merger Agreement) to such party, other than representations and warranties made with respect to authorization to enter into the Merger Agreement, capitalization and use of brokers with respect to the transactions contemplated by the Merger Agreement, each of which must be accurate in all material respects, compliance in all material respects with covenants of the other party in the Merger Agreement, and the absence of a material adverse effect (as defined in the Merger Agreement) on the other party.

The U.S. federal income tax consequences to a U.S. holder of Isle common stock will depend upon the form of consideration received by such holder in the Mergers. A holder of Isle common stock that acquired different blocks of Isle common stock at different times or at different prices will make the determinations below separately with respect to each block of shares of Isle common stock.

U.S. holders of Isle common stock who receive only ERI common stock in the Mergers generally will not recognize gain or loss on the exchange of Isle common stock for ERI common stock other than with respect to cash received in lieu of fractional shares of ERI common stock. Except with respect to cash received in lieu of fractional shares of ERI common stock, U.S. holders of Isle common stock who receive cash in addition to ERI common stock in the Mergers generally will recognize gain (but not loss) in an amount equal to the lesser of (1) the amount by which the sum of the fair market value of the ERI common stock and the amount of cash received by such holder in exchange for its shares of Isle common stock exceeds the holder’s adjusted basis in the Isle common stock and (2) the amount of cash received by such holder in exchange for the shares of Isle common stock. The Mergers, taken together, will be a fully taxable transaction to a holder of Isle common stock who receives solely cash in the Mergers. For a more detailed discussion of the material U.S. federal income tax consequences of the Mergers, see “ Material United States Federal Income Tax Consequences ” beginning on page 164.

The tax consequences of the Mergers for any particular Isle stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, Isle stockholders are urged to consult their tax advisors to determine the U.S. federal income tax consequences of the Mergers to them, including estate, gift, state, local or non-U.S. tax consequences of the Mergers.

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As of the record date for the Isle Special Meeting, there were 41,358,914 shares of Isle common stock outstanding and entitled to vote at the Isle Special Meeting, held by approximately 1,207 holders of record.

Approval of the proposals relating to the advisory vote on certain compensation arrangements and possible adjournment of the Isle Special Meeting requires the affirmative vote of the holders of a majority of the shares present, in person or by proxy, and entitled to vote at the Isle Special Meeting (assuming a quorum of stockholders is represented in person or by proxy). Abstentions will have the same effect as a vote AGAINST these proposals (Isle Proposals Nos. 2 and 3). A failure to vote will have no effect on these proposals.

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Under NASDAQ listing rules, stockholder approval is required prior to the issuance of common stock if the number of shares of common stock to be issued in a transaction equals 20% or more of the number of shares of common stock outstanding before the issuance. The Share Issuance that will be effected in connection with the First Step Merger will result in the issuance of a number of shares of ERI common stock equal to approximately 60.4% of the shares of ERI common stock outstanding, based on the number of outstanding shares of ERI common stock on December 29, 2016. Accordingly, ERI stockholders are being asked to consider and vote on the Share Issuance only.

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Please note that use of cameras, recording devices and other electronic devices will not be permitted at the Isle Special Meeting.

Regardless of whether you intend to attend the Isle Special Meeting, you are encouraged to vote your shares of Isle common stock as promptly as possible. Voting your shares will not impact your ability to attend the Isle Special Meeting.

To revoke your proxy, you must do one of the following:

If you are the beneficial owner of shares held in “street name” by a brokerage firm, bank, or other nominee, you should follow the instructions of your broker, bank, or other nominee regarding the revocation of proxies. Please contact your broker, bank or other nominee and follow its directions in order to change your vote.

If the Isle Special Meeting is adjourned, it will not affect the ability of stockholders eligible to vote at the Isle Special Meeting to exercise their voting rights or to revoke any previously granted proxy using the methods described above.

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D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Email: eldorado@dfking.com

Banks and Brokers (212) 269-5550

or

Toll-Free (800) 769-4414

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus, and the documents to which this joint proxy statement/prospectus refers, contains forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Any statements contained in this joint proxy statement/prospectus or any such documents, or made by or attributable to ERI or Isle that are not statements of historical fact, including statements about ERI’s or Isle’s beliefs and expectations regarding the Mergers and related transactions, timing of completion of the Mergers and future results, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and should be evaluated accordingly. Words such as “estimate,” “believe,” “anticipate,” “expect,” “intend,” “target,” “should,” “may,” “will,” “plan,” “goal,” “seek,” “strategy,” “future,” “likely” and similar expressions and their negative forms are intended to identify forward-looking statements. These statements are made on the basis of management’s views and assumptions regarding future events.

Forward-looking statements are based upon certain underlying assumptions, including any assumptions mentioned with the specific statements, as of the date such statements were made. Such assumptions are in turn based upon internal estimates and analyses of market conditions and trends, management plans and strategies, economic conditions and other factors. Such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the control of ERI and Isle. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend upon future circumstances that may not occur. Actual results may differ materially from any future results, performance or achievements expressed or implied by such statements. These risks and uncertainties include those set forth under “ Risk Factors ” beginning on page 38, and those set forth under “Forward-Looking Statements,” “Risk Factors” or any similar heading in the documents incorporated by reference into this joint proxy statement/prospectus. Some of the contingencies and uncertainties to which any forward-looking statement contained herein are subject include, but are not limited to, the following:

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Many of these risks are beyond management’s ability to control or predict. Should one or more of these risks or uncertainties materialize, or should the assumptions prove incorrect, actual results may vary in material aspects from those currently anticipated. Investors are cautioned not to place undue reliance on such forward-looking statements as they speak only as of the date the statement is made. All forward-looking statements attributable to ERI or Isle, or persons acting on behalf of either ERI or Isle, are expressly qualified in their entirety by the cautionary statements and risk factors contained in this joint proxy statement/prospectus and ERI’s and Isle’s respective filings with the SEC. Forward-looking statements speak only as of the date they are made and are based only on information currently available to us.

Except as required under the federal securities laws or the rules and regulations of the SEC, neither ERI nor Isle undertakes any obligation to update or review any forward-looking statement or information, whether as a result of new information, future events or otherwise.

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RISK FACTORS

In addition to the other information included in and incorporated by reference into this joint proxy statement/prospectus, Isle’s stockholders should consider carefully the matters described below in determining whether to adopt the Merger Agreement and approve the First Step Merger. ERI’s stockholders should consider carefully the matters described below in determining whether to approve the Share Issuance. Please also refer to the information under the heading “ Risk Factors ” set forth in Part I, Item 1A in each of ERI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and Isle’s Annual Report on Form 10-K for the fiscal year ended April 24, 2016, and in Part II, Item 1A of ERI’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 and Isle’s Quarterly Report on Form 10-Q for the quarter ended October 23, 2016, which are incorporated by reference into this joint proxy statement/prospectus, and to the information under the heading “ Risk Factors ” in other reports filed after the date of this joint proxy statement/prospectus and which will be incorporated by reference herein. Please also refer to “ Where You Can Find More Information ” beginning on page 207.

Risks Relating to the Mergers

At the time Isle stockholders elect a form of Merger Consideration, Isle stockholders cannot be sure of the value of the Stock Consideration, which value could be greater than or less than the Cash Consideration.

If the First Step Merger is completed, each share of Isle common stock will be converted into the right to receive, at the election of the stockholder, (i) the Stock Consideration, or (ii) the Cash Consideration, subject to proration and reallocation such that 42% of the aggregate merger consideration will be paid in ERI common stock and 58% of the aggregate merger consideration (or $551.7 million) will be paid in cash. Isle stockholders can elect to receive the Stock Consideration for some of their Isle shares and the Cash Consideration for some of their Isle shares, subject to this proration and reallocation. We refer to the Cash Consideration and the Stock Consideration, as may be adjusted, collectively as the “Merger Consideration.” Because the exchange ratio for the Stock Consideration is fixed, the value of the Stock Consideration will fluctuate with the market price of ERI’s common stock. Accordingly, at the time of the Mergers, the per share value of the Stock Consideration may be greater or less than the per share value of the Cash Consideration. The exchange ratio for the Stock Consideration was based on ERI’s 30-day volume weighted average price of $14.04 as of September 18, 2016, the day before ERI and Isle announced they had entered into the Merger Agreement.

You may receive a form of Merger Consideration different from what you elect, which could affect your tax situation.

Regardless of whether Isle stockholders make a Cash Election or a Stock Election, the Merger Agreement contains proration and reallocation procedures that are designed to ensure that 58% of the aggregate consideration that will be paid by ERI will be paid in cash. The remaining 42% of the aggregate consideration that will be paid by ERI will be paid in shares of ERI common stock. If a particular form of Merger Consideration is oversubscribed, then an election for that form of consideration will be prorated and reallocated. Please refer to “ The Mergers—Electing the Form of Merger Consideration ” beginning on page 118. There is a risk that any portion of the Merger Consideration you receive in a form you did not elect could result in tax consequences that differ from those that would have resulted had you received the form of consideration you elected, including the recognition of taxable gain to the extent cash is received. This could also result in your receipt of consideration having a value that is materially different than the value you would have received if you received the form of consideration you elected, which could also affect your tax consequences.

Isle stockholders who do not elect a form of Merger Consideration may receive the form of Merger Consideration having the lower value at the time of Closing.

Isle stockholders who make no election as to the form of Merger Consideration to be received, whose elections are not received by the Exchange Agent by the Election Deadline, or whose forms of election are not properly completed or are not signed, will have no control over the forms of Merger Consideration they receive

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in exchange for their shares of Isle common stock. These stockholders may receive the Cash Consideration for all of their shares of Isle common stock, the Stock Consideration for all of their shares, or a combination of the Cash Consideration and the Stock Consideration, depending on elections that have been made by other Isle stockholders. Because the value of the Stock Consideration and Cash Consideration may differ, and because Isle stockholders making elections may take into account the relative values of the Stock Consideration and Cash Consideration in determining what form of election to make, such other Isle stockholders may elect the form of consideration resulting in the higher value. As a result, those Isle stockholders who fail to make an election may receive the form of consideration having the lower value when measured at the time of the closing of the Mergers (based on the relative values of the Stock Consideration and Cash Consideration as of the last trading day before the First Step Merger). Please refer to “ The Mergers—Electing the Form of Merger Consideration—Proration and Reallocation Procedures ” beginning on page 120.

In addition, after a Cash Election or Stock Election has been validly made, any subsequent transfer of the shares of Isle common stock before the Election Deadline as to which such election related will automatically revoke such election. A Cash Election or Stock Election cannot be revoked after the Election Deadline. If you do not revoke your election before the Election Deadline, you will not be able to liquidate your investment in Isle common stock for any reason until you receive the Cash Consideration and/or Stock Consideration pursuant to the Merger Agreement.

The Merger Agreement subjects ERI and Isle to restrictions on their respective business activities during the pendency of the Mergers.

The Merger Agreement subjects ERI and Isle to restrictions on their respective business activities and obligates ERI and Isle to generally operate their businesses in the ordinary course in all material respects during the pendency of the Mergers. These restrictions could prevent ERI and Isle from pursuing attractive business opportunities that arise prior to the completion of the Mergers and are outside the ordinary course of business, and could otherwise have an adverse effect on ERI’s and Isle’s results of operations, cash flows and financial position.

Delay or failure to complete the Mergers would prevent ERI and Isle from realizing the anticipated benefits of the Mergers and each company would also remain liable for significant transaction costs, including legal, accounting and financial advisory fees.

Any delay in completing the Mergers may reduce the synergies and other benefits anticipated by ERI if it successfully completes the Mergers within the expected timeframe and integrates the businesses of ERI and Isle. In addition, the market price of each company’s common stock may reflect various market assumptions as to whether and when the Mergers will be completed. Consequently, the completion of, the failure to complete, or any delay in the completion of the Mergers could result in significant changes in the respective market prices of ERI or Isle common stock. In addition, ERI and Isle have incurred and will continue to incur significant costs relating to the Mergers, such as legal, accounting, financial advisor and printing fees that will be required to be paid whether or not the Mergers are consummated. Further, either Isle or ERI may be required to pay a termination fee depending on the circumstances surrounding the termination, as described in “ The Merger Agreement—Effect of Termination; Termination Fee and Financing Failure Fee ” beginning on page 155.

Whether or not the Mergers are completed, the pendency of the transaction could cause disruptions in the businesses of ERI and Isle, which could have an adverse effect on their businesses and financial results.

The pendency of the Mergers could cause the following disruptions in the businesses of ERI and Isle:

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Obtaining required approvals and satisfying closing conditions may delay or prevent completion of the Mergers and may significantly reduce the benefits anticipated to be realized from the Mergers or could adversely affect the market price of ERI common stock or Isle common stock or their future business and financial results.

Completion of the Mergers is subject to various closing conditions, including (a) Isle’s stockholders adopting the Merger Agreement and approving the First Step Merger at the Isle Special Meeting, (b) ERI’s stockholders approving the Share Issuance at the ERI Special Meeting, (c) the approval or expiration or termination of any applicable waiting period under the HSR Act, (d) obtaining certain gaming approvals to the standards set forth in the Merger Agreement and (e) each of Isle and ERI’s receipt of a tax opinion to the effect that the Mergers will be treated as a “reorganization” within the meaning of Section 368(a) of the Code. If such conditions are not satisfied, the Mergers will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay completion of the Mergers or may reduce the anticipated benefits of the Mergers. Further, no assurance can be given that the required consents and approvals will be obtained or that the required conditions to closing will be satisfied. Even if all such consents and approvals are obtained, no assurance can be given as to the terms, conditions and timing of the consents and approvals or that they will satisfy the terms of the Merger Agreement. Please refer to “ The Merger Agreement—Conditions to the Obligation to Effect the Mergers ” beginning on page 151 for a discussion of the conditions to the completion of the Mergers and the parties’ obligations to cooperate (including certain limitations thereon) with respect to the receipt of certain consents and approvals. If the Mergers are not completed by June 19, 2017, assuming that neither Isle nor ERI elect to extend this deadline as contemplated by the Merger Agreement, either ERI or Isle may terminate the Merger Agreement. Please refer to “ The Merger Agreement—Termination of the Merger Agreement ” beginning on page 153.

On October 21, 2016, the waiting period under the HSR Act was terminated early by the FTC.

ERI and Isle must each obtain approval of their respective stockholders to consummate the First Step Merger, which approvals, if delayed or not obtained, may jeopardize or delay the consummation of the Mergers.

The Mergers are conditioned on, among other things, (a) the adoption of the Merger Agreement and approval of the First Step Merger by the affirmative vote of the holders of at least two-thirds of the outstanding shares of Isle common stock entitled to vote at the Isle Special Meeting and (b) the approval of the Share Issuance by the affirmative vote of a majority of the votes cast, in person or by proxy, on the proposal to approve the Share Issuance. If the Isle stockholders do not adopt the Merger Agreement and approve the First Step Merger or the ERI stockholders do not approve the Share Issuance, then ERI and Isle cannot complete the Mergers.

The Mergers are subject to the receipt of approvals, consents or clearances that may impose conditions that could have an adverse effect on ERI or Isle or, if not obtained, could prevent completion of the transactions.

Completion of the Mergers is conditioned upon the receipt of certain governmental approvals, including, without limitation, antitrust and gaming regulatory approvals. Although each party has agreed to use their respective reasonable best efforts to obtain the requisite governmental approvals, there can be no assurance that these approvals will be obtained and that the other conditions to completing the Mergers will be satisfied. In addition, the governmental authorities from which the regulatory approvals are required may impose conditions on the completion of the Mergers or require changes to the terms of the Merger Agreement or other agreements to be entered into in connection with the Merger Agreement. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying or impeding consummation of the Mergers or of imposing additional costs or limitations on ERI or Isle following completion of the Mergers, any of which might have an adverse effect on ERI or Isle.

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Antitrust approvals that are required to consummate the Mergers may not be received, may take longer than expected or may impose conditions that are not presently anticipated.

Under the provisions of the HSR Act, the Mergers may not be completed until filings are made with the Antitrust Division of the DOJ and the FTC and the expiration of a 30-calendar day waiting period, or the early termination of that waiting period, following the parties’ filings. On October 11, 2016, ERI and Isle filed their respective notification and report forms under the HSR Act with the Antitrust Division of the DOJ and the FTC and requested early termination of the HSR Act waiting period. On October 21, 2016, the waiting period under the HSR Act was terminated early by the FTC.

In addition, private parties who may be adversely affected by the Mergers and individual states may bring legal actions under the antitrust laws in certain circumstances. Although ERI and Isle believe the consummation of the Mergers will not likely be prevented by antitrust laws, there can be no assurance that a challenge to the Mergers on antitrust grounds will not be made or, if a challenge is made, what the result will be. Under the Merger Agreement, ERI and Isle have agreed to use their reasonable best efforts to obtain all regulatory clearances necessary to consummate the Mergers at the earliest practicable date.

In addition, in order to consummate the Mergers, ERI and Isle may be required to comply with conditions, terms, obligations or restrictions imposed by regulatory entities and such conditions, terms, obligations or restrictions may have the effect of delaying completion of the Mergers, imposing additional material costs on or materially limiting the revenue of ERI after the completion of the Mergers, or otherwise reducing the anticipated benefits to ERI and Isle of the Mergers. In addition, such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Mergers.

Gaming regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

ERI and Isle must obtain approval of the Mergers, which approvals must be duly obtained without the imposition of material restrictions or conditions and be in full force and effect, from the Louisiana Gaming Control Board, the Pennsylvania Gaming Control Board, the Pennsylvania Racing Commission, the Pennsylvania Liquor Control Board, the Ohio Lottery Commission, the Ohio State Racing Commission, the West Virginia Lottery Commission, the Missouri Gaming Commission, the Iowa Racing and Gaming Commission, the Colorado Limited Gaming Control Commission, the Colorado Division of Gaming, the Florida Department of Business and Professional Regulation (Division of Pari-Mutuel Wagering) and the Mississippi Gaming Commission. In addition, the Nevada Gaming Commission must approve of the Debt Financing and Isle’s de-registration from the Nevada Gaming Commission. The approval of the West Virginia Lottery Commission was obtained on December 15, 2016. The remaining approvals may not be received at all, may not be received in a timely fashion, and/or may contain conditions on the completion of the Mergers. In addition, these regulatory bodies may impose conditions on the granting of such approvals. Such conditions and the process of obtaining regulatory approvals could have the effect of delaying completion of the Mergers or of imposing additional costs or limitations on ERI following the Mergers.

If the financing contemplated by the Commitment Letter is not available, or alternative financing cannot be secured, the Mergers may not be completed and ERI may be required to pay a termination fee to Isle.

ERI intends to finance the cash required in connection with the Mergers, including expenses in connection with the Mergers, with the Debt Financing in accordance with the terms of the Commitment Letter. The Commitment Letter provides for (a) a senior secured credit facility in an aggregate principal amount of $1.75 billion comprised of (i) a term loan facility of up to $1.45 billion and (ii) a revolving credit facility of $300.0 million and (b) an amount equal to at least $375.0 million in gross proceeds from the issuance and sale by ERI of senior unsecured notes or, if the notes are not issued and sold on or prior to the date of the consummation of the Mergers, an amount equal to at least $375.0 million in senior unsecured bridge loans under a senior unsecured credit facility (the foregoing facilities collectively, the “Facilities”). The proceeds of

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the Facilities and senior notes may be used (w) to pay consideration in the Mergers, (x) to refinance all of Isle’s existing credit facilities and senior and senior subordinated notes, (y) to refinance ERI’s existing credit facility and (z) to pay transaction fees and expenses related to the foregoing. The availability of the borrowings under the Facilities is subject to the satisfaction of certain customary conditions. For a more detailed discussion of the Commitment Letter and the proposed Debt Financing, see “ Bank Commitment Letter and Related Financing ” beginning on page 158.

In the event some or all of the financing contemplated by the Commitment Letter is not available, ERI is obligated to use its reasonable best efforts to obtain alternative financing from alternative institutions in an amount sufficient to enable ERI to consummate the Mergers, refinance the outstanding indebtedness of Isle described in the prior paragraph and pay all fees and expenses of Isle in connection with the Mergers and the other transactions contemplated by the Merger Agreement. If financing cannot be obtained, the Mergers may not be completed. If ERI is unable to obtain funding from its financing sources for the cash required in connection with the Mergers, and Isle is otherwise ready, willing and able to close the Mergers, ERI may be liable to Isle for a financing failure fee of $60.0 million or may be compelled to specifically perform its obligations to consummate the transaction.

Litigation challenging the Mergers could delay or prevent the completion of the Mergers.

One of the conditions to the Mergers is that no temporary restraining order, preliminary or permanent injunction, or other judgment, order or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Mergers will be in effect; nor will there be any law, statute, ordinance, rule, regulation, order, policy, guideline or agency requirement enacted, entered, promulgated, enforced or deemed applicable by any governmental entity that prohibits or makes illegal the consummation of the Mergers. In connection with the Mergers, two class action lawsuits were filed by purported ERI stockholders alleging breach of fiduciary duty by the ERI Board in connection with the Mergers. The first lawsuit was filed on November 8, 2016 in the Second Judicial District Court of the State of Nevada and is captioned Assad v. Eldorado Resorts, Inc., et. al, case no. CV 16-02312 . The second lawsuit was filed on November 23, 2016 in the Eighth Judicial District Court of the State of Nevada and is captioned Morse v. Eldorado Resorts, Inc., et. al, case no. A-16-747176-B. The lawsuits allege, among other things, breach of fiduciary duty in failing to disclose all material information to ERI stockholders in seeking approval of the Share Issuance and request injunctive relief and an award of costs incurred by the plaintiffs in the actions. The plaintiffs in the Morse litigation filed a notice of dismissal without prejudice on December 13, 2016. There can be no assurance that additional claims will not be filed by stockholders of ERI or Isle seeking damages relating to, or otherwise challenging, the Mergers. If the plaintiffs in any such action secure injunctive or other relief prohibiting, delaying or otherwise adversely affecting ERI’s and Isle’s ability to consummate the Mergers, then such injunctive or other relief may prevent the Mergers from becoming effective within the expected time frame or at all. If consummation of the Mergers is prevented or delayed, it could result in substantial costs to ERI and Isle. In addition, ERI and Isle could incur significant costs in connection with such lawsuits, including costs associated with the indemnification of ERI and Isle’s directors and officers.

ERI’s or Isle’s stock price or financial results could give rise to stockholder litigation and potential liability.

In the past, following periods of volatility in the market price of a company’s securities, stockholders have instituted class action securities litigation against those companies. If the price of shares of ERI common stock or Isle common stock declines following the announcement of the Mergers or the price of shares of ERI common stock declines following the completion of the Mergers and such litigation is instituted, it could result in substantial costs and diversion of management attention and resources, which could significantly harm the company’s profitability and reputation.

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The financial information presented in this joint proxy statement/prospectus for ERI and Isle may not be fully comparable due to the different fiscal year-ends of each company.

ERI and Isle have different fiscal year-ends, and Isle’s fiscal year-end does not coincide with calendar quarters. ERI’s most recent fiscal year-end is December 31, 2015, and its most recent fiscal period-end is September 30, 2016. Isle’s most recent fiscal year-end is April 24, 2016, and its most recent fiscal period-end is October 23, 2016. Because of the different fiscal year-ends of the companies, the historical financial statements and other financial information pertaining to ERI and Isle cannot be directly compared in any given period. Moreover, because of the different fiscal years of ERI and Isle, any cyclical trends in financial condition or results of operations of the two companies may not be fully comparable.

Certain directors and executive officers of ERI may have potential conflicts of interest which may influence their support of the approval of the Share Issuance.

Some of ERI’s directors and executive officers have interests in the Mergers that are different from, or in addition to, those of ERI stockholders generally. Each of the directors and executive officers of ERI is expected to maintain their position as a director or executive officer with the combined company after completion of the Mergers, and directors and/or executive officers may be awarded bonuses for their work in closing the Mergers. As a result, ERI directors and officers may be more likely to support the Share Issuance than if they did not have those interests. As of the date of this joint proxy statement/prospectus, no agreement to award any such a bonus is currently in place.

Certain directors and executive officers of Isle may have potential conflicts of interest which may influence their support of the adoption of the Merger Agreement.

Some of Isle’s directors and executive officers have interests in the Mergers that are different from, or in addition to, those of Isle stockholders generally. All of Isle’s executive officers are party to employment agreements that provide such executive officers will be paid 24 months of severance and certain other payments in the event of a termination of employment following a change of control. In addition, ERI is in discussions with Edmund L. Quatmann, Jr., a named executive officer of Isle, regarding serving as ERI’s general counsel following the completion of the Mergers. Further, two of Isle’s current directors will become directors of ERI following the completion of the Mergers. Although the rest of the Isle directors will not become directors of ERI after the Mergers, ERI will indemnify and maintain liability insurance for all of the directors and officers of Isle for their services as directors and officers before the Mergers. Please refer to “ The Mergers—Interests of Isle Directors and Executive Officers in the Mergers ” beginning on page 124 for a discussion of these interests.

The exercise of Isle’s directors’ and executive officers’, as appropriate, discretion in agreeing to changes in the terms of or waivers of conditions of the Merger Agreement may result in a conflict of interest when determining whether such changes or waivers are appropriate and in Isle’s stockholders’ best interest.

In the period leading up to the closing of the First Step Merger, events may occur that would cause Isle to agree to amend the Merger Agreement, to consent to certain actions taken by ERI, or to waive rights that Isle is entitled to under the Merger Agreement. Such events could arise because of a request by ERI to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement. In any of those circumstances, Isle directors and/or executive officers would have discretion as to whether to grant such consent or waive such rights. As of the date of this joint proxy statement/prospectus, Isle does not believe there will be any changes or waivers that its directors and officers would be likely to make after stockholder adoption of the Merger Agreement and approval of the First Step Merger has been obtained. However, the financial and personal interests of Isle’s directors and executive officers may result in a conflict of interest on the part of one or more of the directors or executive officers between what he or she may believe is best for Isle and what he or she may believe is best for himself or herself in determining whether or not to take the requested action. Although certain changes could be made without further stockholder approval, Isle will circulate a new or amended joint proxy statement/prospectus and resolicit adoption of the Merger Agreement and approval of the First Step Merger from its stockholders, to the extent required by law, if changes to the terms of, or waivers under, the Merger Agreement could render the statements in this joint proxy statement/prospectus materially misleading.

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If the Mergers are not completed, the price of Isle or ERI common stock and the companies’ future businesses and operations could be harmed.

If the Mergers are not completed, Isle and ERI may be subject to material risks, including:

In addition, Isle is subject to additional material risks, including the following, if the Mergers do not occur:

Stockholders may sell substantial amounts of Isle common stock in the public market, which is likely to depress the price of Isle common stock, particularly following an announcement, or anticipated announcement, that the Mergers may not be completed.

A significant number of shares of Isle common stock may be sold at any time prior to the Mergers. If Isle’s current stockholders sell Isle common stock in the public market prior to the Mergers, it is likely that arbitrageurs will acquire such shares. These arbitrageurs would likely sell all such shares in the public market immediately following any announcement, or anticipated announcement, that the Mergers failed to close, or will likely fail to close, for any reason, which in turn would likely cause the market price of Isle common stock to decline. In addition to the other negative effects on Isle, such sales of Isle common stock might make it more difficult for Isle to sell equity or equity-related securities in the future if the Mergers are not completed.

If the Mergers fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, Isle stockholders may be required to recognize gain or loss for U.S. federal income tax purposes on the exchange of their shares of Isle common stock in the Mergers.

ERI and Isle have structured the Mergers, taken together, to qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither ERI nor Isle intends to request any ruling from the IRS as to the tax consequences of the exchange of shares of Isle common stock for ERI common stock in the Mergers. If the Mergers, taken together, fail to qualify as a reorganization, an Isle stockholder would generally recognize gain or loss for U.S. federal income tax purposes on each share of Isle common stock exchanged in the Mergers in an amount equal to the difference between that stockholder’s tax basis in such share and the fair market value of the ERI common stock and cash the Isle stockholder receives or may receive in exchange for each such share of Isle common stock. You are urged to consult with your own tax advisor regarding the proper reporting of the amount and timing of such gain or loss. See “ Material United States Federal Income Tax Consequences ” beginning on page 164.

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If you deliver shares of Isle common stock to make an election, you will not be able to sell those shares unless you revoke your election prior to the Election Deadline.

If you are a holder of Isle common stock and want to make an election, you must deliver to the Exchange Agent by the Election Deadline a properly completed and signed election form along with stock certificates (or a properly completed notice of guaranteed delivery) or, in the case of book-entry shares, any additional documents specified in the procedures set forth in the election form. You will not be able to sell any shares of Isle common stock that you have delivered to the Exchange Agent unless you revoke your election before the deadline by providing written notice to the Exchange Agent. If you do not revoke your election, you will not be able to liquidate your investment in Isle common stock for any reason until you receive Cash Consideration and/or Stock Consideration pursuant to the Merger Agreement. In the time between delivery of your shares to the Exchange Agent and the closing of the Mergers, the market price of Isle common stock or ERI common stock may change, and you might otherwise want to sell your shares of Isle common stock to gain access to cash, make other investments, or reduce the potential for a decrease in the value of your investment. If the Mergers are unexpectedly delayed, the period between delivery of your shares to the Exchange Agent and the closing of the Mergers could extend for a significant period of time.

Even if you do not properly make an election before the Election Deadline, you may be unable to sell your shares during the period between the Election Deadline and the consummation of the Mergers because there may not be a liquid market for shares of Isle common stock.

Isle stockholders who do not make a valid election may be unable to transfer (including by sale) all or some of their shares during the period between the Election Deadline and the consummation of the Mergers because all shares of Isle common stock for which an election has been properly made will no longer be transferable and, as a result, there may not be a trading market that will provide Isle stockholders with adequate liquidity to make the desired transfer. Furthermore, Isle stockholders who do not make a valid election prior to the Election Deadline give up the choice to elect their preferred form of consideration and could instead receive the Cash Consideration for all of their shares, the Stock Consideration for all of their shares, or a combination of the Cash Consideration and the Stock Consideration, depending on elections that have been made by other Isle stockholders.

Risks Relating to the Combined Company Following the Mergers

The integration of ERI and Isle following the Mergers may present significant challenges and impair ERI’s ability to realize the anticipated benefits of the Mergers in the anticipated time frame or at all.

ERI’s ability to realize the anticipated benefits of the Mergers will depend, to a large extent, on ERI’s ability to integrate Isle’s businesses into ERI in the anticipated time frame or at all. ERI may face significant challenges in combining Isle’s operations into its operations in a timely and efficient manner. The combination of two independent businesses is a complex, costly and time-consuming process. As a result, ERI will be required to devote significant management attention and resources to integrating the business practices and operations of Isle into those of ERI. The integration process may disrupt the businesses and, if implemented ineffectively or inefficiently, would preclude realization of the full benefits expected by ERI and Isle. The failure to successfully integrate Isle into ERI and to manage the challenges presented by the integration process successfully may result in an interruption of, or loss of momentum in, the business of ERI or Isle, which may have the effect of depressing the market price of ERI common stock following the Effective Time.

ERI may be unable to realize anticipated cost synergies or may incur additional costs.

ERI expects to realize cost synergies from combining the sales and general and administrative functions of Isle and ERI. However, ERI will be required to incur costs, including severance and related expenses, to realize the anticipated cost savings. While ERI’s management believes the combined entity will benefit from cost synergies, ERI may be unable to realize all of these cost synergies within the time frame expected or at all. In addition, ERI may incur additional or unexpected costs in order to realize these cost synergies.

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The Mergers may not be accretive and may cause dilution to the combined company’s earnings per share, which may negatively affect the price of the common stock of the combined company following completion of the Mergers.

ERI currently anticipates that the Mergers will be accretive to the earnings per share of the combined company in 2017. This expectation is based on preliminary estimates and assumes certain synergies expected to be realized by the combined company over a 12-month period following the completion of the Mergers and the previously announced dispositions of Isle of Capri Casino Hotel Lake Charles and Lady Luck Casino Marquette. Such estimates and assumptions could materially change due to additional transaction-related costs, delays in regulatory approvals, the failure to realize any or all of the benefits expected in the Mergers or other factors beyond the control of ERI and Isle. All of these factors could delay, decrease or eliminate the expected accretive effect of the Mergers and cause resulting dilution to the combined company’s earnings per share or to the price of the common stock of the combined company.

The trading price of shares of ERI common stock after the Mergers may be affected by factors different from those affecting the price of shares of Isle common stock or shares of ERI common stock before the Mergers.

If the Mergers are completed, holders of Isle common stock who receive Stock Consideration will be investing in ERI common stock. The results of operations of ERI, as well as the trading price of ERI common stock, after the Mergers may be affected by factors different from those currently affecting ERI’s or Isle’s results of operations and the trading price of Isle common stock. For a discussion of the businesses of Isle and ERI and of certain factors to consider in connection with those businesses, see the documents incorporated by reference into this joint proxy statement/prospectus and referred to under “ Where You Can Find More Information ” beginning on page 207.

The unaudited pro forma financial statements are presented for illustrative purposes only and should not be viewed as a forecast of ERI’s financial condition or results of operations following the Mergers.

The unaudited pro forma financial statements have been derived from the historical financial statements of ERI and Isle and certain adjustments and assumptions have been made regarding ERI after giving effect to the Mergers. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with complete accuracy. Moreover, the unaudited pro forma financial statements do not reflect all costs that are expected to be incurred or savings to be achieved by the combined company in connection with the Mergers. For example, neither the impact of any incremental costs incurred in integrating the two companies nor any potential cost savings is reflected in the unaudited pro forma financial statements. As a result, the actual financial condition and results of operations of ERI following the Mergers will likely not be consistent with, or evident from, and may differ materially from, these unaudited pro forma financial statements. In addition, the assumptions used in preparing the unaudited pro forma financial information may not prove to be accurate, and other factors may affect ERI’s financial condition or results of operations following the Mergers. Therefore, stockholders of ERI and stockholders of Isle should not place undue reliance on the pro forma financial statements when deciding whether to vote for their respective proposals relating to the Mergers. Please refer to “ Unaudited Pro Forma Condensed Combined Financial Statements ” beginning on page 58.

The Mergers are expected to result in significant transaction costs and costs associated with integration of the combined business.

The total transaction fees, expenses and similar costs relating to the Merger expected to be incurred by ERI and Isle is approximately $119 million. In addition, ERI will incur integration and restructuring costs following the completion of the Mergers as it integrates Isle’s business and operations with those of ERI. Although ERI expects that the realization of efficiencies related to the integration of Isle’s business will offset incremental transaction, integration and restructuring costs over time, ERI cannot give any assurance that this net benefit will be achieved in the near term, or at all.

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Unanticipated costs relating to the Mergers could reduce ERI’s future earnings per share.

We believe that we have reasonably estimated the likely incremental costs of the combined operations of ERI and Isle following the Mergers. However, it is possible that unexpected transaction costs such as taxes, fees or professional expenses or unexpected future operating expenses such as unanticipated costs to integrate the two businesses, increased personnel costs or increased taxes, as well as other types of unanticipated adverse developments, could have a material adverse effect on the results of operations and financial condition of ERI following the Mergers. In addition, if actual costs are materially different than expected costs, the Mergers could have a significant dilutive effect on ERI’s earnings per share.

ERI will have a substantial amount of debt outstanding following the Mergers and may incur additional indebtedness in the future, which could restrict ERI’s ability to pay dividends and fund working capital and planned capital expenditures.

ERI expects to incur approximately $2.2 billion of debt, which includes ERI’s $375 million of debt currently outstanding which will not be extinguished, in order to complete the Mergers and refinance Isle’s existing credit facilities and senior and senior subordinated notes and the debt outstanding under ERI’s existing credit facility. In addition, ERI will have the ability to incur additional debt under its $300 million revolving credit facility and may be required to incur additional indebtedness to finance the Merger Consideration if the sale of Isle of Capri Casino Hotel Lake Charles and/or the sale of Lady Luck Casino Marquette is not consummated prior to the closing of the Mergers. This amount of leverage could have important consequences, including:

ERI currently expects its cash interest expense to be approximately $76.6 million in fiscal year 2017 assuming consummation of the Mergers on June 30, 2017. Future interest expense will be significantly higher than historic interest expense as a result of higher levels of indebtedness incurred to consummate the Mergers. ERI’s ability to make payments on its debt and potential to pay dividends on its common stock, which ERI has not historically done, will depend on its ability to generate cash in the future, which will depend on many factors beyond its control. ERI cannot assure you that:

If ERI cannot generate sufficient cash from its operations to meet its debt service obligations, it may need to reduce or delay capital expenditures, the development of its business generally and any acquisitions. If ERI becomes unable to meet its debt service and repayment obligations, it would be in default under the terms of

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its credit agreement, which would allow its lenders to declare all outstanding borrowings to be due and payable. If the amounts outstanding under its credit facilities were to be accelerated, ERI cannot assure you that its assets would be sufficient to repay in full the money owed.

Delay or failure to consummate the sale of Isle of Capri Casino Hotel Lake Charles or the sale of Lady Luck Casino Marquette may require ERI to incur additional debt to repay outstanding indebtedness of Isle or otherwise adversely impact the financial condition of the combined company.

On August 22, 2016, Isle entered into an agreement to sell Isle of Capri Casino Hotel Lake Charles for aggregate consideration of $134.5 million, subject to certain adjustments. On October 13, 2016, Isle entered into an agreement to sell Lady Luck Casino Marquette for cash consideration of approximately $40.0 million, subject to certain adjustments. The consummation of each transaction is subject to satisfaction of customary conditions, including receipt of regulatory approval, the accuracy of the representations and warranties, compliance with covenants, delivery of certain closing deliverables and the absence of any governmental order or action seeking to prohibit the consummation of the transaction. Although Isle expects the sale of Isle of Capri Casino Hotel Lake Charles to be consummated in its late fiscal 2017 or early fiscal 2018 and the sale of Lady Luck Casino Marquette to be consummated in its fiscal 2018, there can be no assurance as to the timing of the closing of either sale or that the closings will occur on the terms set forth in the purchase agreements relating to the sales, or at all. In the event that the closing of either sale is delayed or does not occur, ERI may be required to incur additional indebtedness to repay debt outstanding under Isle’s credit agreement or outstanding notes, which could adversely impact the financial condition of the combined company.

Restrictions in ERI’s debt agreements may prevent ERI from paying dividends.

ERI has not historically paid dividends to its stockholders. ERI’s ability to pay dividends in the future will be restricted by current and future agreements governing its debt, including its current credit agreement and the financing agreements expected to be in place upon consummation of the Mergers. Please refer to “ Bank Commitment Letter and Related Financing ” beginning on page 158.

The aggregate ownership and voting interest of the current Isle stockholders in ERI after the Mergers will be lower than they currently have in Isle and they will exercise less influence over management of ERI than they currently exercise over management of Isle.

Following the consummation of the Mergers, Isle stockholders who receive the Stock Consideration in the First Step Merger will own in the aggregate a significantly smaller percentage of ERI common stock than they currently own of Isle common stock. Immediately following the Mergers, those stockholders are expected to own in the aggregate (excluding any shares of ERI common stock they may own or acquire prior to consummation of the First Step Merger) approximately 37.7% of the outstanding shares of ERI common stock, based on the number of shares of ERI common stock and Isle common stock outstanding on December 29, 2016. Consequently, if ERI’s management pursues strategies or undertakes risks that differ from the investment preferences of Isle’s stockholders, Isle stockholders will have less influence over the management and policies of ERI than they currently exercise over the management and policies of Isle.

The shares of ERI common stock to be received by Isle stockholders as a result of the First Step Merger will have different rights from the shares of Isle common stock.

Isle stockholders’ rights are currently governed by the Isle certificate of incorporation, the Isle bylaws and Delaware law. Those Isle stockholders who receive the Stock Consideration in the First Step Merger will, upon completion of the First Step Merger, become stockholders of ERI and their rights will be governed by the ERI certificate of incorporation, the ERI bylaws and Nevada law. Please refer to “ Comparison of Rights of Common Stockholders of ERI and Common Stockholders of Isle ” beginning on page 169.

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The Share Issuance may cause the market price of ERI common stock to decline.

In connection with the completion of the Mergers, based on the number of shares outstanding on December 29, 2016, ERI expects to issue approximately 28.5 million shares of ERI common stock, which will represent approximately 37.7% of the issued and outstanding shares of ERI after completion of the Mergers. ERI expects that some Isle stockholders who receive ERI shares are likely to sell them promptly, especially Isle stockholders who elected to receive the Cash Consideration but received the Stock Consideration instead due to the proration and reallocation provisions described in this joint proxy statement/prospectus. Both the issuance of this amount of new shares and the subsequent sales of these shares may cause the market price of ERI common stock to decline.

Following the consummation of the Mergers, investors in the combined company will own an institution with different financial and other characteristics than either ERI or Isle on a standalone basis.

Following the consummation of the Mergers, current stockholders of ERI and Isle will become stockholders in a combined company that will have different financial and other characteristics than either company had on a standalone basis prior to the Mergers. For example, the Mergers will result in a combined company with higher dollar amounts of total assets, outstanding debt, interest expense and goodwill compared to the amounts currently existing for each of them individually. If we are unable to successfully combine the businesses of ERI and Isle, our future earnings may be adversely affected, which in turn could adversely impact the amount of capital of the combined company and cause our earnings per share and book value per share to be diluted.

Risks Relating to Isle

Isle is, and will continue to be, subject to the risks described in Part I, Item 1A in Isle’s Annual Report on Form 10-K for the year ended April 24, 2016 and in Part II, Item 1A of Isle’s Quarterly Report on Form 10-Q for the quarter ended October 23, 2016, which are incorporated by reference into this joint proxy statement/prospectus. Please refer to “ Where You Can Find More Information ” beginning on page 207 for the location of the Isle information incorporated by reference into this joint proxy statement/prospectus.

Risks Relating to ERI

ERI is, and will continue to be, subject to the risks described in Part I, Item 1A in ERI’s Annual Report on Form 10-K for the year ended December 31, 2015 and in Part II, Item 1A of ERI’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, which are incorporated by reference into this joint proxy statement/prospectus. Please refer to “ Where You Can Find More Information ” beginning on page 207 for the location of the ERI information incorporated by reference into this joint proxy statement/prospectus.

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THE COMPANIES

ERI, Merger Sub A and Merger Sub B

ERI is a gaming and hospitality company that owns and operates gaming facilities located in Ohio, Louisiana, Nevada, Pennsylvania and West Virginia. ERI’s primary source of revenue is generated by gaming operations, but ERI uses hotels, restaurants, bars, entertainment, racing, retail shops and other services to attract customers to its properties. ERI was founded in 1973 in Reno, Nevada as a family business by the Carano family. ERI has been publicly traded since September 22, 2014 and its common stock currently trades on NASDAQ under the symbol “ERI.”

ERI owns and operates the following properties:

ERI’s principal executive offices are located at 100 West Liberty Street, Suite 1150, Reno, Nevada 89501 and the telephone number at that location is (775) 328-0100.

Merger Sub A is a Delaware corporation and Merger Sub B is a Delaware limited liability company. Each is a wholly-owned subsidiary of ERI. Both of these companies were incorporated on September 16, 2016 solely for the purpose of effecting the Mergers, pursuant to the Merger Agreement.

Additional information about ERI and its subsidiaries is included in the ERI documents incorporated by reference into this joint proxy statement/prospectus. Please refer to “ Where You Can Find More Information ” beginning on page  207.

Isle

Isle is a developer, owner and operator of branded gaming facilities and related dining, lodging and entertainment facilities in regional markets in the United States. Isle currently owns or operates 14 gaming and entertainment facilities in Colorado, Florida, Iowa, Louisiana, Mississippi, Missouri and Pennsylvania. Isle also operates a harness racing track in Florida. Isle has entered into agreements to sell Isle of Capri Casino Hotel Lake Charles and Lady Luck Casino Marquette.

Isle owns and operates the following properties:

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Isle was incorporated in Delaware on February 15, 1990 and its common stock currently trades on NASDAQ under the symbol “ISLE.”

Isle’s principal executive office is located at 600 Emerson Road, Suite 300, St. Louis, Missouri 63141. Isle’s telephone number at that location is (314) 813-9200.

Additional information about Isle and Isle’s subsidiaries is included in the Isle documents incorporated by reference into this joint proxy statement/prospectus. Please refer to “ Where You Can Find More Information ” beginning on page 207.

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Material Contracts Between ERI and Isle

Except as set forth in this joint proxy statement/prospectus and related to the Merger Agreement or the Mergers or contemplated by the Merger Agreement, neither ERI nor any of ERI’s affiliates, including Merger Sub A and Merger Sub B, have any past, present or proposed material contracts, arrangements, understandings, relationships, negotiations or transactions with Isle or Isle’s affiliates since January 1, 2013, including with respect to: (a) a merger, consolidation or acquisition; (b) a tender offer or other acquisition of securities; (c) an election of directors; or (d) a sale or other transfer of a material amount of assets.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF ERI

The following table sets forth selected historical consolidated financial information for ERI and its subsidiaries as of and for the fiscal years ended December 31, 2015, 2014, 2013, 2012 and 2011 and for the nine months ended September 30, 2016 and 2015. The statement of operations data for each of the three fiscal years ended December 31, 2015, 2014, and 2013, and balance sheet data as of December 31, 2015 and 2014 have been obtained from ERI’s audited consolidated financial statements contained in its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which is incorporated by reference into this joint proxy statement/prospectus. The statement of operations data for each of the two fiscal years ended December 31, 2012 and 2011 and the balance sheet data as of December 31, 2013, 2012, and 2011 have been obtained from audited consolidated financial statements, which are not incorporated into this document by reference. The statement of operations data for the nine months ended September 30, 2016 and 2015 and the balance sheet data as of September 30, 2016 have been obtained from ERI’s unaudited consolidated financial statements included in its Quarterly Report on Form 10-Q for the nine months ended September 30, 2016, which is incorporated by reference into this joint proxy statement/prospectus. In the opinion of ERI’s management, the unaudited consolidated financial data include all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair statement of the financial positions and the results of operations for these periods.

The information set forth below should be read in conjunction with ERI’s “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” included in ERI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and included in ERI’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2016, which are incorporated by reference in this joint proxy statement/prospectus. For additional information on documents incorporated by reference in this joint proxy statement/prospectus, see “ Where You Can Find More Information ” beginning on page 207.

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