New Eldorado-Caesars board revealed as companies set November shareholder votes to approve $17.3B merger Howard Stutz, CDC Gaming Reports · October 12, 2019 at 10:15 am Shareholders of Eldorado Resorts and Caesars Entertainment will meet separately in Nevada next month to vote on the $17.3 billion merger between the two casino giants. In a lengthy filing with the Securities and Exchange Commission Friday, the companies revealed the 11-person board of directors that will govern the gaming giant, post-merger. Eldorado is considered the acquiring company and its current executive team will manage the combined entity, which will be headquartered in Reno and renamed Caesars Entertainment. Eldorado is providing six of its current board members to the combined company: Chairman Gary Carano, CEO Thomas Reeg – who will be CEO of the combined company – David Tomick, Frank Fahrenkopf Jr., Michael Pegram and Bonnie Biumi. Current Caesars directors Keith Cozza, Jan Jones Blackhurst, Don Kornstein, Courtney Mather and James Nelson will be part of the new board. Cozza, Mather and Nelson were appointed to the Caesars board earlier this year by corporate raider Carl Icahn, who controls more than 28 percent of the company. Cozza is CEO of Icahn Enterprises, Nelson is a board member of Icahn Enterprises, and Mather is a fund manager for Icahn Capital. Jones Blackhurst joined the Caesars board last month after she gave up her corporate position as executive vice president, public policy & corporate responsibility on Oct. 1. She spent 20 years as an executive with Caesars. In the nearly 500-page SEC filing, the companies laid out the rationale behind the cash and stock merger that will create a regional casino giant with more than 60 properties in 18 U.S. states. The merger also includes the sale of three Caesars properties under the Harrah’s brand in Atlantic City, Laughlin, Nevada and New Orleans to real estate investment trust VICI Properties for a combined $1.8 billion. VICI will lease the operations back to Eldorado for total annual rent of $154 million. Shareholders from the two companies will meet simultaneously at 9 a.m. PT on Nov. 15. Eldorado’s stockholders will gather at the Eldorado Resort in Reno. Caesars shareholders will meet at Caesars Palace in Las Vegas. Eldorado executives have said the company expects to sell casino properties in several markets to avoid federal antitrust concerns. Also, Reeg has said the company may look to sell one or two of the nine Las Vegas Strip casinos involved in the merger, all of which are currently owned by Caesars. Earlier this month, Caesars announced it had sold the Rio Casino-Hotel in Las Vegas to a New York-based real estate group for $516.3 million with a lease-back agreement to operate the resort for up to two years. The merger is expected to be completed sometime next year. In addition to shareholder approval, the transaction requires an approval from the Federal Trade Commission and the approval of gaming regulators in 18 states. The 83-year-old Icahn acquired his ownership in Caesars through a series of stock sales and swaps that started at the end of last year. The activist investor had been pushing for a merger or sale of the casino company. Howard Stutz is the executive editor of CDC Gaming Reports. He can be reached at firstname.lastname@example.org. Follow @howardstutz on Twitter.