LAS VEGAS, April 16, 2018 /PRNewswire/ -- Tropicana
Entertainment Inc. (OTCQB: TPCA) ("Tropicana"), a majority
owned subsidiary of Icahn Enterprises L.P. (NASDAQ: IEP), announced
today that it has entered into a definitive agreement to sell
Tropicana's real estate to Gaming and Leisure Properties, Inc.
(NASDAQ: GLPI) and to merge its gaming and hotel operations into
Eldorado Resorts, Inc. (NASDAQ: ERI), for aggregate consideration
of approximately $1.85 billion.
Tony Rodio, President and CEO of
Tropicana, stated: "I am incredibly proud of what the entire
Tropicana team has been able to accomplish over the past 8 years,
taking Tropicana from bankruptcy to one of the industry's true
success stories. I would like to thank Carl Icahn, Icahn Enterprises and the Tropicana
Board of Directors for their personal support, financial commitment
and the confidence that they have shown in Tropicana's
management. This tremendous financial turnaround would not
have been possible without it. Through their commitment and
investment, Tropicana has been able to construct new casinos in
Evansville, Indiana and
Greenville, Mississippi and
substantially renovate our other properties, including, most
significantly, Tropicana Atlantic City, creating new employment
opportunities and hundreds of temporary construction jobs in the
process since our operations began in 2010. I would also like to
thank the thousands of Tropicana team members whose hard work,
dedication, and commitment to excellence also played a huge part in
our accomplishment."
The transaction does not include Tropicana's Aruba assets, which will be disposed of as a
condition to closing. The aggregate consideration of approximately
$1.85 billion will be increased by
the amount of the net proceeds received in connection with the
Aruba disposition and will be
further adjusted to pay corporate level taxes.
The transaction is expected to close in the second half of 2018,
subject to receipt of required gaming approvals, termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and other customary closing conditions.
The transaction is not subject to any financing
condition.
Thompson Hine LLP acted as legal advisor to the Company and
Jefferies LLC delivered a fairness opinion to the Company's Board
of Directors in connection with the transaction.
About Tropicana Entertainment Inc.
Tropicana Entertainment Inc. is a publicly traded company that,
through its subsidiaries, owns and operates eight casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada, Missouri, New
Jersey and Aruba. Tropicana
properties collectively have approximately 5,526 hotel rooms, 8,075
slot positions and 277 table games. The company is based in
Las Vegas, Nevada and is a
majority —owned subsidiary of Icahn Enterprises, L.P. To
learn more about Tropicana,
visit www.Tropicanacasinos.com.
About Icahn Enterprises L.P.
Icahn Enterprises, a master limited partnership, is a
diversified holding company engaged in ten primary business
segments: Investment, Automotive, Energy, Railcar, Gaming, Metals,
Mining, Food Packaging, Real Estate and Home Fashion.
About Eldorado Resorts, Inc.
Eldorado Resorts is a leading casino entertainment company that
owns and operates twenty properties in ten states, including
Colorado, Florida, Iowa, Louisiana, Mississippi, Missouri, Nevada, Ohio,
Pennsylvania and West Virginia. In aggregate, Eldorado's properties feature approximately
21,000 slot machines and VLTs and 600 table games, and over 7,000
hotel rooms. For more information, please
visit www.eldoradoresorts.com.
About Gaming and Leisure Properties, Inc.
GLPI is engaged in the business of acquiring, financing, and
owning real estate property to be leased to gaming operators in
triple-net lease arrangements, pursuant to which the tenant is
responsible for all facility maintenance, insurance required in
connection with the leased properties and the business conducted on
the leased properties, taxes levied on or with respect to the
leased properties and all utilities and other services necessary or
appropriate for the leased properties and the business conducted on
the leased properties. GLPI elected to be taxed as a real estate
investment trust ("REIT") for United
States federal income tax purposes commencing with the 2014
taxable year.
Caution Concerning Forward-Looking Statements
This release contains certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995, many of which are beyond our ability to control or
predict. Forward-looking statements may be identified by words such
as "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "estimates," "will" or words of similar meaning and
include, but are not limited to, statements regarding Tropicana's
planned real estate sale to Gaming and Leisure Properties, Inc. and
merger with Eldorado Resorts, Inc. and the anticipated timing
thereof, and statements regarding adjustments to the aggregate
consideration relating to the disposition of Tropicana's
Aruba assets and tax payments.
These forward-looking statements are not guarantees that such
transactions will take place and involve risks, assumptions, and
uncertainties, including, but not limited to, risks related to the
satisfaction of the conditions to closing the transactions in the
anticipated timeframe or at all; the failure to obtain necessary
regulatory approvals; the ability to realize the anticipated
benefits of the transactions; the negative effects of this
announcement on the market price of our common stock; litigation or
regulatory actions related to the proposed transactions; and other
risks and uncertainties detailed from time to time in our filings
with the Securities and Exchange Commission. Should one or more of
these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, the planned transactions may not
occur, or may vary materially from those indicated or anticipated
by these forward-looking statements. Therefore, you should not rely
on any of these forward-looking statements. We undertake no
obligation to publicly update or review any forward-looking
information, whether as a result of new information, future
developments or otherwise.
Additional Information and Where to Find It
This communication is being made in respect of the proposed
merger involving the Company and ERI and the proposed real estate
sale involving the Company and GLPI. The Company will prepare an
information statement for its stockholders containing the
information with respect to the merger and the real estate sale
specified in Schedule 14C promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and describing the
proposed merger and the proposed real estate purchase. When
completed, a definitive information statement will be mailed to the
Company's stockholders. Investors are urged to carefully read the
information statement regarding the proposed merger and the
proposed real estate sale and any other relevant documents in their
entirety when they become available because they will contain
important information about the proposed merger and the proposed
real estate sale. You may obtain copies of all documents filed with
the SEC regarding the purchase and sale agreement relating to the
real estate sale and the merger agreement free of charge, at the
SEC's website, http://www.sec.gov or from the Company by directing
a request by mail or telephone to the Company at 8345 W. Sunset
Road, Suite 300, Las Vegas, Nevada
89113, Attention: Corporate Secretary.
Contact: Diane Spiers
Phone: 609.340.4507
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SOURCE Tropicana Entertainment Inc.