ELDORADO RESORTS, INC. 18,000,000 Shares of Common Stock, $0.00001 par value per share (plus an option to purchase from the Company up to 2,700,000 shares of Common Stock) UNDERWRITING AGREEMENTUnderwriting Agreement • June 19th, 2020 • Eldorado Resorts, Inc. • Hotels & motels • New York
As described in the Time of Sale Information (as defined below) and the Prospectus (as defined below), the Shares are being issued in connection with the proposed merger of Colt Merger Sub, Inc., a Delaware corporation (the “Escrow Issuer”) and wholly owned subsidiary of the Company with and into Caesars Entertainment Corporation, a Delaware corporation (“Caesars”), with Caesars continuing as the surviving corporation (the “Merger”), pursuant to the Agreement and Plan of Merger, dated as of June 24, 2019, by and among the Company, Caesars and the Escrow Issuer (as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of August 15, 2019, and as it may be further amended from time to time, the “Merger Agreement”).
