Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 26, 2017



Eldorado Resorts, Inc.

(Exact name of registrant as specified in its charter)




Nevada   001-36629   46-3657681

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


100 West Liberty Street, Suite 1150

Reno, NV

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (775) 328-0100

Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 8.01. Other Events.

As of April 26, 2017, Eldorado Resorts, Inc., a Nevada corporation (“Eldorado”), and Isle of Capri Casinos, Inc., a Delaware corporation (“Isle”) have received all consents and approvals from state gaming commissions necessary to consummate their previously announced merger. Subject to the satisfaction of customary closing conditions, Eldorado and Isle expect that the merger will close on May 1, 2017.

Forward-Looking Statements

This information presented herein contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the current expectations of Eldorado and Isle and are subject to uncertainty and changes in circumstances. Forward-looking statements include statements regarding the timing and completion of the acquisition of Isle by Eldorado. Although Eldorado’s and Isle’s expectations, beliefs and projections are expressed in good faith and with what we believe is a reasonable basis, there can be no assurance that these expectations, beliefs and projections will be realized. Information on potential risks and uncertainties is available in each of Eldorado’s and Isle’s recent filings with the Securities and Exchange Commission, including their respective reports on Form 10-K, Form 10-Q and Form 8-K. In light of these and other risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur. These forward-looking statements speak only as of the date on which they are made, even if subsequently made available on Eldorado’s or Isle’s website or otherwise, and neither Eldorado nor Isle intend to update publicly any forward-looking statement to reflect events or circumstances that occur after the date on which the statement is made, except as may be required by law.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Eldorado Resorts, Inc.

Date: April 26, 2017




/s/ Gary L. Carano



  Gary L. Carano


  Chief Executive Officer