Caesars Board Changes Post-Merger

Not surprisingly, Eldorado Resorts has chosen six of the 11 directors who will govern the combined companies. Three others were handpicked by Carl Icahn, indicating the corporate raider will retain a significant influence in the newly formed gaming giant. Jan Jones Blackhurst (l.) is one of three women on the 11-member board and will retain the position she was appointed to last month.

Caesars Board Changes Post-Merger

The two parties that fashioned Eldorado Resorts’ $17.3 billion acquisition of Caesars Entertainment will exercise the decisive voices on the board of directors that will govern the combined gaming giant when it emerges sometime in the first half of next year.

Eldorado, which is acquiring 51 percent of Caesars through a combination of cash, stock and the assumption of Caesars’ debt, will seat six of the board’s 11 members: Eldorado Chairman Gary Carano, CEO Thomas Reeg and Eldorado directors Bonnie Biumi, David Tomick, Frank Fahrenkopf Jr. and Michael Pegram.

Reeg will serve as CEO of the combined entity, which will retain the Caesars name and relocate its headquarters from Las Vegas upstate to Eldorado’s hometown of Reno.

Reeg will replace current Caesars CEO Tony Rodio, an Icahn pick who has held the post since April and who ran Tropicana Entertainment for Icahn before he sold the eight-casino operator to Eldorado last year.

Rodio also is one of four Caesars directors who were installed on the current board after Icahn gained a controlling 28 percent of Caesars’ equity earlier this year and began pushing for a sale or merger. Three of the four will serve on the new board: Keith Cozza, CEO of Icahn Enterprises, James Nelson, an Icahn Enterprises director, and Courtney Mather, a fund manager for Icahn Capital.

Jan Jones Blackhurst, a former mayor of the city of Las Vegas and a 20-year Caesars veteran, will retain the board seat she assumed last month after resigning as executive vice president, public policy and corporate responsibility.

Current director Don Kornstein, a management consultant and former investment banker, also will remain. He has served on the boards of several gaming companies over the years, most recently as a non-executive director of the UK’s Gala Coral Group.

The merger will create the largest gaming company in the world by number of properties: some 51,000 hotel rooms, 71,000 slot machines and 3,650 table games in all.

Not counting overseas holdings and tribal management contracts, at the start of the year, Caesars owned or operated 33 casinos and racinos in 13 states, eight of them on the Las Vegas Strip. Eldorado has 26 in 12 states.

Obviously, this implies a lot of overlap, and Eldorado has already indicated it intends to sell those segments of the portfolio it considers non-core𑁋a process that’s been in full swing for some time on the parts of both companies through sales and lease-backs with gaming-centric real estate investment trusts (REITs) Gaming & Leisure Properties and VICI Properties.

Caesars and Eldorado shareholders are scheduled to give their assent to the merger in separate votes in Las Vegas and Reno next month.