Eldorado Resorts and Caesars Entertainment Announce Preliminary Results of Elections Made by Caesars Shareholders Regarding the Proposed Merger

Eldorado Resorts, Inc. (NASDAQ: ERI) (“Eldorado” or the “Company”) and Caesars Entertainment Corporation (NASDAQ: CZR) (“Caesars” or “Caesars Entertainment”) today announced the preliminary results of the elections conducted by Caesars shareholders as to the form of consideration they wish to receive in connection with the previously announced merger (the “Merger”) of Caesars with a subsidiary of Eldorado in accordance with the Agreement and the Merger Plan of the parties, dated June 2019 (amended on August 15, 2019, the “Merger Agreement”).

As previously announced, Caesars shareholders were allowed to elect to receive in exchange for each issued and outstanding share of Caesars common stock (other than Caesars common stock shares that are (a) owned or held in treasury. by Caesars or owned by Eldorado or any of its subsidiaries or (b) held by a registrant who did not vote in favor of the Merger and is entitled pursuant to, and who complies in all respects with Section 262 of the Delaware General Corporation Law) payable in cash (the “Consideration of Choice of Cash”) or ordinary shares, par value $ 0.00001 per share, of Eldorado (the “Consideration of Choice of Shares”), each of which is described in more detail in the Merger Agreement. Caesars shareholders whose election materials were not properly received by the change agent before 5:00 pm New York City time on July 16, 2020 (the “Election Deadline”) were deemed to be “) did not make an election and will have their Caesars shares converted into the right to receive the Cash Election Consideration, the Stock Election Consideration, or a combination of both, based on elections made by other Caesars shareholders in accordance with the procedures for apportionment specified in the Merger Agreement. Caesars shareholders are urged to consult their tax advisors for a full understanding of the tax consequences of exchanging Caesars shares for the Cash Election Consideration and / or the Stock Election Consideration.

All of these elections were subject to the proration procedures outlined in the Merger Agreement and in the Joint Power Statement / Prospectus dated October 11, 2019 (the “Joint Power Statement / Prospectus”) prepared in connection with the fusion.

According to the information available as of the election deadline, the preliminary results for the election of merger consideration were as follows:

• Holders of 382,608,319 shares of Caesars common stock (including 81,320,835 shares that continue to be subject to guaranteed delivery procedures), or approximately 55.25% of the shares considered outstanding for election purposes, elected to receive Consideration of Cash Choice;
• Holders of 271,242,689 ordinary shares of Caesars (which include 73,765,316 shares that are still subject to guaranteed delivery procedures), or approximately 39.17% of the shares considered outstanding for the purpose of the election, elected to receive the Stock Election Consideration ; and
• Holders of 38,592,472 ordinary shares of Caesars, or approximately 5.57% of the shares considered outstanding for the purpose of the election, did not present valid elections or presented an election that expressed no preference.

The above results are only preliminary and are subject to a guaranteed delivery procedure notice. Therefore, the final election results may differ materially from the preliminary election results and are not expected to be available until after the close of the Merger. Based on the preliminary results described above, Caesars shareholders who chose to receive the Stock Consideration are expected to be subject to proration. After the results of the merger final consideration election are determined, the final allocation and proration of the merger consideration will be calculated in accordance with the terms of the Merger Agreement.

Caesars shareholders are reminded that until the completion of the Merger, Caesars shareholders may not transfer (including through sale) shares of Caesars common stock for which a duly completed election form has been submitted, unless the election is revoked prior to the transfer of such shares of Caesars common stock. Caesars shareholders have no right to revoke or change their elections after the Election Deadline. As a result, Caesars shareholders will not be able to sell their Caesars common stock during the period between the Election Deadline and the effective time of the Merger.

Eldorado is a leading casino entertainment company that owns and operates twenty-one properties in eleven states, including Colorado, Florida, Illinois, Indiana, Iowa, Louisiana, Mississippi, Missouri, Nevada, New Jersey, and Ohio. Altogether, the Eldorado properties have approximately 22,400 slot machines, VLTs and electronic tables, and approximately 640 table games, and more than 11,200 hotel rooms. For more information, visit www.eldoradoresorts.com.

Caesars Entertainment is one of the world’s most diversified casino entertainment providers and the most geographically diverse American casino entertainment company. Since its inception in Reno, Nevada, in 1937, Caesars Entertainment has grown through the development of new resorts, expansions, and acquisitions. Caesars Entertainment resorts operate primarily under the Caesars®, Harrah’s® and Horseshoe® brands. The Caesars Entertainment portfolio also includes the Caesars Entertainment UK family of casinos. Caesars Entertainment focuses on generating loyalty and value with its guests through a unique combination of excellent service, great products, unsurpassed distribution, operational excellence, and technology leadership. Caesars Entertainment is committed to its employees, suppliers, communities, and the environment through its PEOPLE PLANET PLAY framework. For more information, visit www.caesars.com/corporate.

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