Capping Casino Vendors And Suppliers Day 2018

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  2. At least 35 days prior to the anticipated effective time of the Mergers, or such other date as MTR and Eldorado may mutually agree, a form of election will be mailed to each of MTR's Key employees, vendors, suppliers, slot machine manufacturers and management companies are also required to be licensed. The PGCB.:
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How was the merger consideration determined? How does MTR's board of directors recommend that I vote at the special meeting? What vote is required to approve the MTR merger? The mergers cannot be completed unless holders of a majority of the MTR common stock who are entitled to vote at the MTR special meeting vote to approve and adopt the merger agreement and the MTR merger.

What will happen to my future dividends or distributions? MTR has historically not paid dividends on its common stock, and ERI expects to continue this policy. ERI's decision as to whether or not to pay dividends on its common stock in the future, and if so, in what amount, will be made by ERI's board of directors and will depend on, among other factors, ERI's cash requirements, financial condition, restrictions imposed by its debt instruments, earnings and legal considerations.

What will happen to my MTR equity-based awards in the mergers? Will ERI's shares be listed on an exchange? It is a condition to the completion of the mergers that the shares of common stock of ERI that will be issuable as consideration in the mergers be approved for listing on the Nasdaq Stock Market, subject to official notice of issuance. What will happen if MTR's stockholders do not approve, on an advisory non-binding basis, the compensation payable to MTR's named executive officers in connection with the mergers?

The vote on the MTR compensation proposal is a vote separate and apart from the vote to approve and adopt the merger agreement and the mergers.

MTR stockholders may vote for the compensation proposal and against the merger proposal, and vice versa. Accordingly, because MTR is contractually obligated to pay the compensation, if the mergers are completed, the compensation will be payable, subject only on the conditions applicable thereto, regardless of the outcome of the advisory non-binding vote. The proposal gives MTR's stockholders the opportunity to express their views on the merger-related compensation of MTR's named executive officers.

Approval of the proposal is not a condition to completion of the mergers, and failure to approve this advisory matter will have no effect on the vote to approve the merger proposal. What does it mean if I receive more than one set of these materials? This means you own shares of MTR that are registered under different names. For example, you may own some shares directly as a stockholder of record and other shares through a broker or you may own shares through more than one broker.

In these situations, you will receive multiple sets of. You must vote, sign and return all the proxy cards or follow the instructions for any alternative voting procedure on each of the proxy cards you receive in order to vote all of the shares you own. Each proxy card you receive will come with its own postage-paid return envelope; if you vote by mail, make sure you return each proxy card in the return envelope that accompanied that proxy card.

What do I need to do now? For your MTR shares held in "street name," through a broker, bank or other nominee, please follow the instructions set forth on the proxy card or on the voting instruction form provided by such firm. Assuming that a quorum is present at the special meeting, if you abstain, fail to vote or fail to instruct your broker, bank or other nominee how to vote with respect to the merger proposal, it will have the same effect as a vote cast "AGAINST" the merger agreement.

For additional information on voting procedures, see "The Special Meeting" beginning on page Or you may cast your vote in person at MTR's special meeting. If your MTR shares are held in "street name," through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. How will my proxy be voted? If you vote by telephone or by Internet, or by completing, signing, dating and returning your signed proxy card, your proxy will be voted in accordance with your instructions.

If you sign, date, and send your proxy and do not indicate how you want to vote, your shares will be voted "FOR" the merger proposal, "FOR" the adjournment proposal, if necessary or appropriate, and "FOR" the MTR compensation proposal. May I vote in person? What must I bring to attend the special meeting? Admittance to the special meeting is limited to stockholders of MTR or their authorized representatives.

If you wish to attend the special meeting, bring your proxy or your voter information form. You must also bring photo identification. What if I do not vote or abstain? What do I do if I want to change my vote? You may also change your vote by telephone or over the Internet.

You may change your vote by using any one of these methods regardless of the procedure used to cast your previous vote. If my broker holds my MTR shares in "street name," will my broker vote my shares? If you do not provide your broker with instructions on how to vote your "street name" shares, your broker will not be permitted to vote the MTR shares at the MTR special meeting. You should therefore be sure to provide your broker with instructions on how to vote your MTR shares.

You should check the voting form used by your broker to see if your broker offers telephone or Internet voting. If you do not give voting instructions to your broker, your MTR shares will be counted towards a quorum at the MTR special meeting, but will have the same effect as voting "AGAINST" the merger proposal unless you appear and vote in person at the MTR special meeting and follow the instructions in the following sentence. If your broker holds your MTR shares and you plan to attend and vote at the MTR special meeting, please bring a letter from your broker identifying you as the beneficial owner of the MTR shares and authorizing you to vote.

Because approval of the merger proposal requires the affirmative vote of stockholders owning a majority of MTR common shares outstanding, if you abstain or fail to vote your shares in favor of approval of the merger proposal, this will have the same effect as voting your shares "AGAINST" approval of the merger proposal. What are the U. A holder of MTR common stock that acquired different blocks of MTR common stock at different times or at different prices, will make the determinations below separately with respect to each block of shares of MTR common stock.

For a more detailed discussion of the material U. The tax consequences of the mergers for any particular MTR stockholder will depend on that stockholder's particular facts and circumstances. Accordingly, MTR stockholders are urged to consult their tax advisors to determine the U. How do I elect the form of consideration for my MTR shares? Your form of election must be received by the exchange agent, together with any other required documentation specified in the form of election, no later than the election deadline, which will be 5: Any form of election may be revoked or changed by written notice received by the exchange agent prior to the election deadline.

If a form of election is revoked and a new, properly executed form of election is not received by the exchange agent prior to the election deadline, then the. You are encouraged to return your election form as promptly as practicable. The election form will contain instructions as to how to indicate the form of consideration you wish to receive for each of your MTR shares in the mergers. You need not elect to receive the same form of consideration for all of the MTR shares you own.

You should follow the instructions contained in the election form carefully and in their entirety to ensure your election is properly made. If you are a holder of restricted stock, or of other shares received upon settlement or delivery of equity awards, your shares will automatically convert into shares of ERI common stock, without election. Should I send in my MTR share certificates now? If the mergers are completed, we will send former stockholders of MTR written instructions for exchanging their share certificates.

When do you expect to complete the mergers? MTR and Eldorado are working to complete the mergers in mid, although we cannot assure completion of the mergers by any particular date, or at all. Do I have dissenters' or appraisal rights? Consequently, MTR stockholders do not have appraisal rights in connection with the mergers. What happens if the mergers are not completed? If the mergers are not completed, MTR stockholders will not receive any consideration for their shares of MTR common stock in connection with the mergers.

Instead, MTR will remain an independent public company; its common stock will continue to be listed and traded on the Nasdaq Stock Market; Eldorado members will not receive any consideration for their membership interests in connection with the mergers; and Eldorado will remain a private company.

Under what circumstances would MTR be required to pay Eldorado a termination fee? In addition, in the event that the merger agreement is terminated by Eldorado or MTR because the MTR stockholders do not approve the merger agreement at the special meeting called for such purpose, and either: In addition, in the event that the merger agreement is terminated by Eldorado, prior to the MTR stockholders approving the MTR merger and the merger agreement, because either: Eldorado for any expenses and fees it has actually incurred in connection with the transactions contemplated by the merger agreement.

In no event will MTR be required to pay more than one termination fee. How important is my vote? Accordingly, if you abstain or fail to vote your shares "FOR" approval and adoption of the merger agreement and the mergers, this will have the same effect as voting your shares "AGAINST" approval and adoption of the merger agreement and the mergers.

If the merger agreement and the mergers are not approved by the MTR stockholders, the mergers cannot be completed and the anticipated benefits of the mergers will not be received. Who can answer any questions I may have about the special meeting or the mergers? In addition to solicitations by mail, MTR may use its directors, officers and employees, who will not be specially compensated, to solicit proxies from MTR stockholders, either personally or by telephone, facsimile, letter or other electronic means, such as by e-mail or by making use of MTR's website for such purpose.

We have included page references parenthetically to direct you to a more complete description of the topics presented in this summary. The Merger Agreement and the Mergers. We encourage you to read the merger agreement, as amended, in its entirety. It is the principal document governing the mergers and the other related transactions. Structure of the Mergers page Under the terms of the merger agreement, MTR and Eldorado are entering into a strategic business combination that will be effected through the following mergers: The holders of MTR common stock and Eldorado membership interests prior to the mergers will together own all of the outstanding shares of ERI common stock following the mergers.

Consideration to be Received in the Mergers page Members of Eldorado will receive cash in lieu of fractional shares of ERI. Treatment of Equity-Based Awards page Pursuant to the terms of each MTR stock plan, any unvested awards granted pursuant to an MTR stock plan will vest upon the effective date of the merger and both vested and unvested equity awards granted under an MTR stock plan will be converted into the right to receive shares of ERI common stock or will be exchanged for, or settled in, shares of ERI common stock.

Specifically, each option or other right to acquire MTR common stock granted under any MTR stock plan outstanding immediately prior to the completion of the mergers, whether vested or unvested, will automatically become, after the completion of the mergers, an option or right to purchase the same number of shares of ERI common stock as the number of shares of MTR common stock that were subject to such MTR stock option immediately prior to the completion of the mergers.

The exercise price per share of ERI common stock subject to any such MTR stock option at and after the completion of the mergers will be equal to the exercise price per share of MTR common stock subject to such MTR stock option immediately prior to the completion of the mergers. All other terms, except vesting requirements, applicable to such MTR stock option will remain the same. No further vesting, lapse, or other restrictions under the terms of the prior award agreement applicable to such MTR RSU will apply.

Opinion of Macquarie Capital page Interests of Directors and Executive Officers in the Mergers page MTR stockholders should note that some MTR directors and executive officers have interests in the mergers as directors or officers that are different from, or in addition to, the interests of other MTR stockholders.

Conditions to the Completion of the Mergers page The obligations of MTR and Eldorado to complete the mergers are subject to the satisfaction of the following conditions: The obligation of Eldorado to complete the mergers is further subject to the satisfaction or waiver of the following conditions: In addition, the obligation of MTR to complete the mergers is further subject to the satisfaction or waiver of the following conditions: None of MTR, Eldorado or ERI can provide assurance as to when or if all of the conditions to the mergers can or will be satisfied or waived by the appropriate party.

In the event that a material condition to the completion of the mergers is waived, MTR intends to resolicit stockholder approval of the merger agreement. Termination of the Merger Agreement page The merger agreement may be terminated at any time prior to the completion of the mergers by the mutual written consent of MTR and Eldorado, authorized by their respective boards. It can also be terminated by either MTR or Eldorado under certain specified circumstances, including if: Subject to specified conditions, the merger agreement may be terminated by Eldorado if: Subject to specified conditions, the merger agreement may be terminated by MTR if: The merger agreement restricts the ability of each of MTR and Eldorado to solicit or engage in discussions or negotiations with a third party regarding a proposal to acquire a significant interest in MTR or Eldorado, respectively.

If, however, prior to obtaining the approval of its stockholders, MTR receives an unsolicited proposal from a third party and MTR's board of directors determines in good faith, after consultation with its outside legal counsel and financial advisor, that it would be a breach of such directors' fiduciary duties not to engage in discussions relating to such proposal, MTR may furnish information to the third party and engage in negotiations regarding such proposal with the third party, subject to specified conditions.

Upon completion of the mergers, the ERI board of directors will be comprised of five to seven directors selected by Eldorado prior to the completion of the mergers. At least a majority of the ERI directors must satisfy the independence requirements of the Nasdaq Stock Market and the ERI amended and restated certificate of incorporation and amended and restated bylaws.

Following the completion of the mergers, Gary L. Jones will serve as Chief Financial Officer of ERI, in each case until their successors have been duly elected or appointed and qualified. In addition, it is expected that the following persons will become executive officers of ERI following the closing and will assume the positions indicated below: From time to time prior to closing of the mergers, decisions may be made with respect to the management and operations of ERI following the completion of the mergers, including the selection of additional executive officers of ERI.

Litigation Relating to the Mergers page The actions generally allege, among other things, that MTR's directors breached their fiduciary duties by approving the merger agreement and the mergers at an unfairly low price, and by agreeing to certain provisions in the merger agreement, which allegedly make it less likely that other bidders would make successful competing offers for MTR.

Accounting Treatment page The mergers will be accounted for as a reverse acquisition of MTR by Eldorado under accounting principles generally accepted in the United States. Under the reverse acquisition rules, the acquiring entity in an exchange effected through an exchange of equity interest is identified through consideration of all pertinent facts and circumstances, including: Because all of the initial members of ERI's Board of Directors will be selected by Eldorado, certain former members of Eldorado will control the largest blocks of voting shares in ERI with the remaining shares of ERI being owned in smaller amounts by a diverse group of investors, and the Chief Operating Officer, the Chief Financial Officer and other key management of Eldorado will assume leadership positions at ERI upon consummation of the mergers, Eldorado is considered to be the acquirer of MTR for accounting purposes.

This means that Eldorado will apply the purchase method of accounting and the assets and liabilities of MTR will be recorded, as of completion of the mergers, at their respective fair values and added to the carrying value of Eldorado. The reported financial condition and results of operations of ERI after completion of the mergers will reflect MTR's and Eldorado's balances and results after completion of the mergers, but will not be restated retroactively to reflect the historical financial position or results of operations of MTR.

Following completion of the mergers, the earnings of the combined company will reflect purchase accounting adjustments, including increased amortization and depreciation expense for acquired assets. The tax consequences of the mergers will depend on the specific situation. Accordingly, you are urged to consult your own tax advisors to determine the U. Regulatory Matters page The approval of, among others, the following regulatory authorities, which we collectively refer to as the Gaming Authorities, must be obtained before the mergers can be completed: In addition, prior to completing the mergers, the applicable waiting period under the U.

Each of MTR, Eldorado and ERI is in the process of obtaining the remaining approvals required by applicable law or regulations for the completion of the mergers. Shares held back and not issued at closing, which we refer to as the Retained Consideration; and. Notwithstanding any provision in the merger agreement to the contrary, the number of shares of ERI common stock issuable at the closing as Eldorado Merger Shares shall be reduced by the number of shares equal to the Retained Consideration.

The Special Meeting page The MTR special meeting will be held at. Only holders of record of MTR common stock at the close of business on the MTR record date will be entitled to receive notice of and to vote at the MTR special meeting and any adjournment or postponement thereof.

MTR common stock entitles the holder to one vote on each proposal to be considered at the MTR special meeting. MTR currently expects that MTR's directors and executive officers will vote their shares in favor of the merger agreement and the mergers, although none of them has entered into any agreements obligating them to do so.

Information About the Companies. MTR considers these three properties, which are located in contiguous states, to be its core assets. Eldorado HoldCo is a Nevada limited liability company that through subsidiaries owns and operates hotel and gaming properties in Reno, Nevada and Shreveport, Louisiana.

Eldorado, through a wholly owned subsidiary, also currently owns an approximate It is a requirement of the merger agreement that Eldorado divest itself of its interests in the Tamarack Junction Casino before the closing of the transactions with MTR.

ERI was formed in connection with the merger agreement and the mergers for the purpose of holding MTR and Eldorado as direct wholly owned subsidiaries following completion of the mergers. The financial statements of ERI have not been included because it has not commenced any operations and has no assets or liabilities.

Upon the completion of the mergers, Ridgeline Acquisition Corp. MTR announced that its board of directors would review each of these proposals carefully and consistent with its fiduciary and legal duties. Company Z had indicated that the acquisition would not be subject to any financing contingency. Eldorado agreed to fund this increase in cash consideration with its available cash on hand.

In connection with the amendment to the merger agreement, MTR and Eldorado agreed to amend certain other provisions in the merger agreement to, among other things: The MTR board of directors has, consistent with its fiduciary duties and in consultation with its financial and legal advisors, has terminated all discussions and negotiations with JEI and Company Z regarding their respective proposals. In the opinion of MTR management, this information reflects a fair presentation of this data for those dates.

The following should be read in conjunction with the annual, quarterly and special reports, proxy statements and other business and financial information MTR files with the SEC. GAAP" and are not included in this document. You should not assume the results of operations for any past periods indicate results for any future period. See "Incorporation of Certain Documents by Reference" on page The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.

Statement of Operations Data: In the opinion of Eldorado's management, this information reflects a fair presentation of this data for those dates. Eldorado is a private company and is not subject to periodic reporting requirements under the Exchange Act. You should not assume the results of operations for any past periods are indicative of results for any future period.

Consolidated Statement of Operations Data: Net cash provided by used in: Consolidated Balance Sheet Data: The amounts have been expensed in accordance with the applicable accounting guidance for business combinations. Such impairment charge eliminated Eldorado's remaining investment in Silver Legacy. At such time, Eldorado recognized its share of Silver Legacy's suspended net losses not recognized during the period the equity method of accounting was discontinued and resumed the equity method of accounting for its investment.

Because holders of membership interests in Eldorado Resorts are required to include their respective shares of Resorts' taxable income loss in their individual income tax returns, Eldorado has made distributions to its members to cover such liabilities. Earnings represent net income loss plus fixed charges. Fixed charges represent interest expense, whether expensed or capitalized, the interest component of rent expense and amortization of debt issuance costs.

The effective rate of interest on borrowings under the Term Loan was 3. The following tables present selected unaudited pro forma condensed combined financial data from ERI's consolidated statements of operations and balance sheet. This unaudited pro forma condensed combined financial data was prepared using the acquisition method of accounting with Eldorado considered the accounting acquirer of MTR.

The selected unaudited pro forma condensed combined financial data does not represent the impact of possible business model changes or potential changes to asset valuations due to changes in market conditions.

The unaudited pro forma condensed combined financial data also does not consider any potential impacts of changes in market conditions on revenues, expense efficiencies, asset dispositions, and share repurchases, among other factors.

Future results may vary significantly from the results reflected because of various factors, including those discussed in the section entitled "Risk Factors" beginning on page The following selected unaudited pro forma condensed combined financial data.

The ERI pro forma per share data was derived by combining information from the historical consolidated financial statements of MTR and Eldorado and giving effect to the mergers under the acquisition method of accounting for business combinations. The pro forma data below is presented for illustrative purposes only and you should not rely on the pro forma per share data as indicative of actual results had the mergers occurred in the past, or of future results ERI will achieve after the merger.

Risk Factors Relating to the Mergers. MTR stockholders and Eldorado members cannot be sure of the market price of the ERI common stock they will receive as consideration. Shares of ERI common stock are not currently listed for trading on a national securities exchange, although such shares will be approved for listing on the Nasdaq Stock Market prior to the completion of the mergers.

Although shares of MTR are currently listed for trading on the Nasdaq Stock Market, membership interests of Eldorado are not listed for trading on a national securities exchange and Eldorado has not been subject to the reporting requirements of the Exchange Act.

In addition, after completion of the mergers, the trading price of ERI common stock will be dependent on a number of conditions, including general market and economic conditions, changes in the MTR and Eldorado businesses prior to the completion of the mergers, operations and prospects, and regulatory considerations, among other things. Some of these factors and conditions are beyond the control of MTR and Eldorado. In addition, although the shares of ERI common stock issuable in the mergers will be listed on the Nasdaq Stock Market upon completion of the mergers, an active public market may not develop or be sustained after the completion of the mergers, which could affect the ability to sell, or depress the market price of, shares of ERI common stock.

ERI cannot predict the extent to which a trading market will develop or how liquid that market might become. MTR stockholders may receive a form of consideration different from what they elect.

As a result, if the aggregate cash election by MTR stockholders exceeds the maximum available, some consideration received by MTR stockholders who elected cash will be in a form that they did not choose.

The total number of shares of MTR common stock that will be converted into the right to receive cash will in no event exceed 5,, shares, which we refer to as the Cash Election Shares Limit. Within three business days after the consummation of the mergers as contemplated by the merger agreement, which we refer to as the effective time, if the cash consideration option is oversubscribed, ERI will cause the exchange agent to effect the allocation among the former holders of MTR common stock of rights to receive the MTR merger consideration as follows: MTR stockholders who make elections may be unable to sell their shares in the market pending the mergers.

MTR stockholders may elect to receive cash, stock or mixed consideration in the mergers by completing an election form that will be sent under separate cover and is not being provided with this document. Elections will require that stockholders making the election turn in their MTR stock certificates. This means that during the time between when the election is made and the date the mergers are completed, MTR stockholders will be unable to sell their MTR common stock.

If the mergers are unexpectedly delayed, this period could extend for a significant period of time. MTR stockholders can shorten the period during which they cannot sell their shares by delivering their election shortly before the election deadline. However, elections received after the election deadline will not be accepted or honored. MTR stockholders will have a reduced ownership and voting interest after the mergers and will exercise less influence over management.

The remaining outstanding shares of ERI will be issued to the owners of Eldorado in connection with the completion of the mergers. The market price for ERI common stock may be affected by factors different from those that historically have affected MTR. MTR's and Eldorado's businesses are located in different geographic markets and are subject to local and regional as well as national economic conditions and are also affected by local weather conditions.

In addition, unlike MTR, Eldorado's businesses do not involve horse racing, which may be subject to different risks than those affecting Eldorado's businesses. Moreover, MTR and Eldorado are also subject to regulation by different state regulatory authorities and operate under different state laws and regulations. Further, MTR is currently a public company and Eldorado is currently a private company. Following the completion of the mergers, ERI will be a public company, and its business and operations, including the business and operations conducted by Eldorado prior to the completion of the mergers, will be subject to public company requirements, including periodic reporting requirements,.

The market price of ERI common stock may be affected by ERI's ability to comply with such requirements, which will not have been applicable to Eldorado prior to the completion of the mergers.

ERI may fail to realize the anticipated benefits of the mergers. The success of the mergers will depend on, among other things, ERI's ability to combine the businesses of Eldorado and MTR in a manner that permits growth opportunities and does not materially disrupt the existing businesses of MTR or Eldorado.

If ERI is not able to successfully achieve these objectives, the anticipated benefits of the mergers may not be realized fully or at all or may take longer to realize than expected. Eldorado and MTR have operated and, until the completion of the mergers, will continue to operate, independently. Certain employees of MTR and Eldorado may not be employed after the mergers. In addition, employees of MTR and Eldorado that ERI wishes to retain may elect to terminate their employment as a result of the mergers, which could delay or disrupt the integration process.

It is possible that the integration process could result in the disruption of Eldorado's or MTR's ongoing businesses or cause issues with standards, controls, procedures and policies that adversely affect the ability of Eldorado or MTR to maintain relationships with customers and employees or to achieve the anticipated benefits of the mergers. The market price of ERI common stock may decline if, among other factors, the integration of the MTR and Eldorado businesses is unsuccessful, the operational cost savings estimates are not realized or the transaction costs related to the mergers are greater than expected.

The market price of ERI common stock also may decline if ERI does not achieve the perceived benefits of the mergers as rapidly as, or to the extent, anticipated by industry analysts or if the effect of the mergers on ERI's financial results is not consistent with the expectations of industry analysts.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met. In addition, these regulatory bodies may impose conditions on the granting of such approvals. Such conditions and the process of obtaining regulatory approvals could have the effect of delaying completion of the mergers or of imposing additional costs or limitations on ERI following the mergers. The merger agreement may be terminated in accordance with its terms and the mergers may not be completed.

The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the mergers. These conditions to the closing of the mergers may not be fulfilled and, accordingly, the mergers may not be completed.

In addition, Eldorado or MTR may elect to terminate the merger agreement in certain other circumstances. Termination of the merger agreement could negatively impact MTR and Eldorado.

In the event the merger agreement is terminated, MTR's or Eldorado's business may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the mergers, and the market price of MTR common stock might decline to the extent that the current market price reflects a market assumption that the mergers will be completed.

If the merger agreement is terminated and MTR's or Eldorado's board of directors seeks another merger or business combination, MTR stockholders or Eldorado members as applicable cannot be certain that MTR or Eldorado will be able to find a party willing to offer equivalent or more attractive consideration than the merger consideration provided in the mergers.

MTR and Eldorado will be subject to business uncertainties and contractual restrictions while the mergers are pending.

Uncertainty about the effect of the mergers on employees and customers may have an adverse effect on MTR or Eldorado and consequently on ERI. These uncertainties may impair MTR's or Eldorado's ability to attract, retain and motivate key personnel until the mergers are completed, and could cause customers and others that deal with MTR or Eldorado to seek to change existing business relationships, cease doing business with MTR or Eldorado or cause potential new customers to delay doing business with MTR, Eldorado or ERI until the mergers have been successfully completed.

Retention of certain employees may be challenging during the pendency of the mergers, as certain employees may experience uncertainty about their future roles or compensation structure.

If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the business, ERI's business following the mergers could be negatively impacted. In addition, the merger agreement restricts MTR and Eldorado from making certain acquisitions and taking other specified actions until the mergers are completed without the consent of the other party. These restrictions may prevent MTR or Eldorado from pursuing attractive business opportunities that may arise prior to the completion of the mergers.

MTR and Eldorado directors and officers may have certain interests in the mergers that are different from, or in addition to or in conflict with, interests of MTR stockholders. These interests may be perceived to have affected their decision to support or approve the MTR merger. The interests of some of the directors and executive officers of MTR and Eldorado may be different from those of MTR stockholders, and directors and officers of MTR and Eldorado may be participants in arrangements that are different from, or are in addition to, those of MTR stockholders.

These interests may present such directors or executive officers with actual or potential conflicts of interest. Wagner on the ERI board of directors, and continued indemnification and insurance with respect to claims arising out of or from services to MTR and Eldorado. The merger agreement contains provisions that may discourage other companies from trying to acquire MTR or Eldorado for greater merger consideration and may require MTR to pay a termination fee.

The merger agreement contains provisions that may discourage a third party from submitting a business combination proposal to MTR or Eldorado that might result in greater value to MTR's stockholders or Eldorado's members than the mergers.

These provisions include a general prohibition on MTR and Eldorado from soliciting, or, subject to certain exceptions, entering into discussions with any third party regarding any acquisition proposal or offers for competing transactions. The unaudited pro forma condensed combined financial information in this document is presented for illustrative purposes only and is not necessarily indicative of what ERI's actual financial condition or results of operations would have been had the mergers been completed on the dates indicated.

The unaudited pro forma condensed combined financial information reflects adjustments, which are based. The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of MTR as of the date of the completion of the mergers.

Accordingly, the final acquisition accounting adjustments may differ materially from the unaudited pro forma adjustments reflected in this document. The opinion of MTR's financial advisor contains certain limitations and qualifications.

MTR has not obtained, and did not request, an updated opinion from its financial advisor as of the date of this document. Changes in the operations and prospects of MTR or Eldorado, general market and economic conditions and other factors that may be beyond the control of MTR or Eldorado, and on which MTR's financial advisor's opinion was based, may significantly alter the value of MTR or Eldorado, the trading price of MTR common stock by the time the mergers are completed or the future price at which ERI's common stock trades.

MTR's board of directors' recommendation that MTR stockholders vote "FOR" adoption of the merger agreement, however, is made as of the date of this document. The unaudited prospective financial information of Eldorado, Silver Legacy and MTR is based on various assumptions that may not prove to be correct. Neither MTR nor Eldorado know whether the assumptions they each made will prove correct.

Any or all of such information may turn out to be wrong. Such information can be adversely affected by inaccurate assumptions or by known or unknown risks and uncertainties, many of which are beyond the control of either MTR or Eldorado.

As a result of these contingencies, actual future results may vary materially from the estimates of MTR and Eldorado, respectively. In view of these uncertainties, the inclusion of certain unaudited prospective financial. The unaudited prospective financial information presented herein was prepared solely for internal use and not prepared with a view toward public disclosure or toward compliance with published guidelines of any regulatory or professional body.

Further, any forward-looking statement speaks only as of the date on which it is made. However, none of MTR, Eldorado or ERI undertakes any obligation to update the unaudited prospective financial information herein to reflect events or circumstances after the date such unaudited prospective financial information was prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances.

Neither report extends to the unaudited prospective financial information and should be read to do so. The actions generally allege, among other things, that MTR's directors breached their fiduciary duties by approving the merger agreement and the mergers at an unfairly low price and by agreeing to certain provisions in the merger agreement that allegedly make it less likely that other bidders would make successful competing offers for MTR, and that the directors breached their fiduciary duties by providing stockholders with allegedly deficient disclosures about the proposed transaction.

The outcome of any such legal proceeding is inherently uncertain and the defense or settlement of any lawsuit or claim may have a material adverse effect on ERI's business, financial condition or results of operations. MTR and Eldorado will incur substantial transaction-related costs in connection with the mergers. MTR and Eldorado have incurred, and expect to continue to incur, a number of non-recurring transaction-related costs associated with completing the mergers, combining the operations of the two companies and achieving desired synergies.

These fees and costs have been, and will continue to be, substantial. Non-recurring transaction costs include, but are not limited to, fees paid to legal, financial and accounting advisors, severance and benefit costs, filing fees and printing costs. Additional unanticipated costs may be incurred in the integration of the businesses of MTR and Eldorado.

These costs may be higher than expected and could have a material adverse effect on MTR's and Eldorado's financial conditions and operating results. There can be no assurance that the elimination of certain duplicative costs, as well as the realization of other efficiencies related to the integration of the two businesses, will offset these and other incremental transaction-related costs over time.

Thus, any net benefit may not be achieved in the near term, the long term or at all. ERI will have significant indebtedness. The credit facility and notes of Eldorado are secured by substantially all assets of Eldorado. The credit facility and notes of Silver Legacy are secured by substantially all assets of Silver Legacy. This indebtedness may have important negative consequences for ERI, including: ERI's ability to make payments of the principal and interest on and refinance its indebtedness will depend on its future performance, its ability to generate cash flow and market conditions, each of which is subject to economic, financial, competitive and other factors beyond its control.

ERI's business may be unable to continue to generate cash flow from operations sufficient to service its debt and make necessary capital expenditures. If ERI is unable to generate such cash flow, it may be required to adopt one or more alternatives, such as selling assets, restructuring debt, undertaking additional borrowings or issuing additional debt or obtaining additional equity capital on terms that may be onerous or highly dilutive.

The failure to comply with the terms of its indebtedness could result in an event of default which, if not cured or waived, could have a material negative effect on ERI. ERI's ability to refinance all or a portion of its indebtedness will depend on the capital markets, the credit markets and its financial condition at such time. ERI may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in increased financing costs or a default on its debt obligations.

Eldorado's, MTR's and Silver Legacy's indentures contain, and their future debt agreements may contain, covenants that could significantly restrict our operations. The agreements governing the indebtedness of Eldorado, MTR and Silver Legacy contain, and any of our future debt agreements might contain, numerous covenants imposing financial and operating restrictions on our business.

These restrictions might affect our ability to operate our business, might limit our ability to take advantage of potential business opportunities as they arise and might adversely affect the conduct of our current business, including by restricting our ability to finance future operations and capital needs and limiting our ability to engage in other business activities.

These covenants will place restrictions on our ability and the ability of our operating subsidiaries to, among other things: Eldorado's, MTR's and Silver Legacy's credit facilities also include certain financial and other covenants, including maintaining certain total leverage and earnings to fixed charge ratios as well as restrictions on capital expenditures.

Our ability to comply with these provisions may be affected by general economic conditions, industry conditions and other events beyond our control. If they fail to comply with a financial covenant or other restriction contained in the agreements governing their indebtedness, an event of default could occur. An event of default could result in acceleration of some or all of the applicable indebtedness and the inability to borrow additional funds.

We do not have, and. Servicing debt and funding other obligations requires a significant amount of cash, and our ability to generate sufficient cash depends on many factors, some of which are beyond our control. Our ability to make payments on and refinance our indebtedness and the indebtedness of Eldorado, MTR and Silver Legacy and to fund our and their operations and capital expenditures depends upon our ability to generate cash flow and secure financing in the future.

Our ability to generate future cash flow depends, among other things, upon: Some of these factors are beyond our control. We cannot assure you that Eldorado's, MTR's, or Silver Legacy's businesses will generate cash flow from operations or that future debt or equity financings will be available to us to enable us to pay their indebtedness or to fund other needs.

As a result, any of them may need to refinance all or a portion of their indebtedness on or before maturity. We cannot assure that we will be able to refinance any of their indebtedness on favorable terms, or at all. Any inability to generate sufficient cash flow or refinance their indebtedness on favorable terms could have a material adverse effect on our financial condition.

The operating agreement of Silver Legacy contains a buy-sell provision which, if exercised by either partner, could adversely affect us. If either member should make such an offer, the operating agreement requires the other member to either sell its membership interest or purchase the membership interest of the offering member, in either case, at the price proposed by the offering member. An election by either member to exercise its buy-sell right, which would result in the buyout of one of the members, could adversely impact its operations, depending, among other things, on its ability to respond to an offer from the other member and the price at which any offer is made.

MGM Resorts International has significantly greater resources than we have. If an offer by either member results in the purchase of its interest in Silver Legacy, the sale of the interest could adversely affect, or result in the termination of, any existing arrangements or agreements Eldorado may have with Silver Legacy or the other member, or otherwise adversely impact us.

The market price of ERI's common stock could fluctuate significantly. The market price of ERI's common stock may be volatile and subject to wide fluctuations.

In addition, the trading volume of ERI's common stock may fluctuate and cause significant price. Some of the factors that could cause fluctuations in, or have a material adverse effect on, the stock price or trading volume of ERI's common stock include: We cannot assure you that the stock price of ERI common stock will not fluctuate or decline significantly in the future.

In addition, the stock market in general can experience considerable price and volume fluctuations that may be unrelated to ERI's performance. If the market price of ERI common stock fluctuates significantly, ERI may become the subject of securities class action litigation which may result in substantial costs and a diversion of management's attention and resources. ERI has not yet determined its dividend policy and may not pay dividends.

Mark has been active in identifying, mentoring and engaging diverse suppliers for Ingersoll Rand. In prior roles, he helped implement second-tier reporting for electronics suppliers. Over the past five years he has participated in the following industry diversity activities:. He has more than 25 years of experience in supply chain including procurement, materials management and operations. Mark and Karen, his wife, reside in Mooresville, N. Away from work, Mark enjoys serving his church and is a leader with the Boy Scouts of America.

He is responsible for the strategic direction of Operational Services, including supply chain management, supplier diversity and development, transportation services, environmental services and corporate real estate. After joining SCE in February , Bauder was responsible for all aspects of a dual unit nuclear plant.

He was in charge of strategic planning and improvements in station regulatory performance and industry excellence. Bauder also provided oversight of day-to-day plant activities associated with the operation and maintenance of the plant, security, training, engineering, procurement and the implementation of major projects.

During his 20 years at Calvert Cliffs, he led all aspects of plant management and implemented a site excellence plan, as well as a standard integrated program, that directly contributed to improved business performance functions. Collins began his career at Nicor Gas an Illinois-based gas utility, and subsidiary of Southern Company Gas in December, , and has held various leadership roles within the company. Michael Cooper has been with Disney Parks and Resorts for the total of 13 years and in the position of a Director of Procurement and Sourcing for 11 years.

She also serves in the board of several organizations and an active member in various Advisory Councils:. Estrella graduated Cum Laude from the University of St. They serve customers directly through systems availability and security, as well as indirectly, through internal business partners who deliver a wide range of financial products and services.

Prior to joining Wells Fargo, Scott was a Partner at Deloitte Consulting holding various leadership positions in the Strategy and Financial Services practices while also acting as a Lead Client Services Partner for multiple top 10 financial services organizations.

Mike advises technology and line-of-business teams across the company and beyond on the alignment of results-driven innovative styles. He was appointed to the position in October John is a growth-oriented leader with two central beliefs: John has been with Ingersoll Rand since in a variety of roles of increasing importance.

Power Tools offers a robust portfolio of assembly, industrial, cordless, construction and vehicle service tools and accessories, and has a long-standing reputation for being powerful, ergonomically designed, reliable and efficient. Prior to his role in Power Tools, John was the President of Residential Security Solutions at Ingersoll Rand where he had full profit and loss responsibility for the business including product and business development; sales and service; and accountability for operational excellence across global manufacturing and distribution.

John has championed innovative product and solutions launches and executed and integrated acquisitions that expanded technologies and product portfolios. He has a passion for product and category management, and the creation of highly strategic marketing, channel and e-commerce programs that drive end user loyalty.

John began his career as a supplier quality assurance engineer in electronics at Cummins Engine Company. While at FGA, Mike led the integration of sourcing and supply chain operations after the acquisition of Laidlaw doubled the size of the North American business. As the Chief Procurement Officer for UPS, Gary Kallenbach and his team manage all indirect and enterprise-wide complex commodities, including system technologies hardware and software , professional services, energy and fuel purchases diesel, air, LNG, propane.

In addition, he is responsible for the UPS procure-to-pay process redesign and strategy. Prior to his current role, Gary served in a variety of executive level procurement positions at UPS. He began his career with UPS as a loader, unloader and driver before beginning his management career as an Accounting Supervisor in Wisconsin.

He has been with UPS for more than 39 years. He actively supports organization like the U. Previously he served on the board of directors for Ramapo College of New Jersey. UPS is one of only three companies to have received this honor for 17 consecutive years. Angie began her career as an accountant in the financial services side of Nationwide.

She held a number of roles in finance before jumping into the property and casualty business where she spent nearly half of her career in leadership positions across sales and service centers, marketing, and product management.

She currently serves as Treasurer and chair of the finance committee on the Berger Health System board in her local community of Circleville Ohio. Additionally, she and her husband own and operate Burr Oak Nursery on their 70 acres. Gopa began his career with the Bank in as an applications manager and was promoted to senior vice president in Prior to joining the Bank, Gopa was the system manager and chief architect at Providian Financial.

Lili has been working in sourcing operations for more than 15 years. Lili received her Bachelor of Arts degree in psychology from the University of California at Berkeley. She enjoys volunteering in her community and spending time outdoors with her tween son. His areas of responsibility include global rigid and flexible packaging, energy, sweeteners and print graphics and quality.

During those five years, he integrated the acquisitions of Danone biscuit and Cadbury with new geographies, organizations and product portfolio. Most recently he spent four years in Zurich where he was responsible for the global Chocolate Category Procurement organization. With more than 30 years of experience, he has held multiple executive and financial leadership roles in the aerospace and defense, manufacturing and service industries.

She joined Charter in June to develop and transform their Procurement organization. Michelle and her team provide Strategic Sourcing expertise aimed at bringing business value to functional areas across the enterprise.

She spent 22 years at Motorola in various leadership positions in both Direct and Indirect Strategic Procurement. While at Motorola, she had global responsibility with team members in 16 different countries. Michelle also spent one year at Nokia Siemens Networks while she led the procurement integration after the acquisition of the former Motorola Networks business.

Charles Huang is a co-founder of RedOctane and the co-creator of the Guitar Hero video game franchise. Guitar Hero was the best selling video game in the world in and Huang, along with his brother Kai, was elected as one of the top 50 producers in New Media by the Producers Guild of American New Media Council membership which includes such famed movie directors as Jerry Bruckheimer and Brian Grazer.

Mr Huang left Guitar Hero in His lab is Indigo 7, where he works on various music or fashion or health tech projects such as a Singtrix, a karaoke system that integrates professional grade audio engineering.

Huang immigrated to California as a young child and currently resides in Silicon Valley with his wife and two daughters. In this role, she is responsible for building a world class program, driving results and integrating supplier diversity and supplier sustainability into the corporate strategy throughout the enterprise. She has more than 27 years of experience in successful program development and implementation.

Jackie has been recognized nationally for her leadership and service in the Supplier Diversity field. She has a B. Prior to co-founding Red Kite as a marketing consultancy in , she was with Aviatech, a full service ad agency specializing in digital marketing. A female pioneer in management at Goodyear, she started in the secretarial pool and helped pave the way for other women to hold management positions in a male workforce, as one of five female managers at the time in the company.

Evelyn is a trained professional public speaker, writer, director and producer and assists in live corporate events. She and her husband Bill and two adult children live in San Diego. Co-founder and former CEO of alivenotdead. Sold to mig33 February Co-founder and former CEO of Rotten Tomatoes , a leading entertainment website focused on movie reviews and news and one of the top most trafficked sites in the world.

Lona directs the development, administration and execution of the Hilton Supplier Diversity Program and supplier performance processes. In his current capacity he is also responsible for the oversight of the Global Travel and Expense Services Program and the Marketing and Communications department for Hilton Supply Management. While ensuring compliance with the corporate-wide diversity strategy, he also seeks to incorporate innovative best practice programs in supplier processes and supplier diversity.

Exemplifying his commitment to supplier diversity, Mr. Lona serves on numerous prestigious and diverse organizations that impact the hospitality industry, including: Lona has earned numerous awards and recognitions, including: He is responsible for the corporate procurement organization involved with strategic sourcing, vendor management, and supplier diversity.

Bancorp nine years ago, Tom has focused on delivering significantly greater value across the enterprise through more effective internal alignment, improved vendor relationships, strategic talent management, and a shareholder-centric view of operating costs and business practices.

Tom has more than 30 years of experience in the areas of procurement, supply chain management, and information systems. Prior to joining U.

Over his 21 year experience at BMW, he has developed extensive knowledge and experience working alongside a number of global Tier 1 suppliers both in their production and aftermarket network. In addition to his involvement of improving supply-chain stability and manufacturing efficiencies, he was also directly involved with the localization of a number of drivetrain components to the NAFTA region.

Initially starting his career in Program Management of new-model launches, he transitioned to the purchasing role in which encompassed regional responsibilities for Engine Cooling, Transfer Cases, Transmissions and Air Induction systems. Maralit is a current member of the BMW — Clemson University International Center for Automotive Research Steering Circle focused on strategic areas including manufacturing and materials, automotive engineering, and industry-relevant projects.

His current interests revolve around smart-factories and the use of technology and data to further improve manufacturing throughput and efficiencies. When not at work, Joseph can often be found in the stands cheering for his wife or any one of his five children; all who play basketball for local leagues around Greenville, SC.

Happily enjoying the simple pleasures of life, Joseph and his wife of 22 years currently reside with their family in Taylors, South Carolina. Chintan is the CTO of Walgreens Boots Alliance and is responsible for all consumer facing experiences across all digital channels globally. As a part of this role Chintan also heads the innovation team responsible for all our work across new areas like telemedicine, in-store digital experiences etc.

Chris has responsibility for managing, developing and implementing supply chain strategies to mitigate risk and streamline operations for the Procurement and Requisitioning Teams. Chris and her team manage the RFP and negotiations process supporting all client commodities. He has held this role since December Prior to this position, he was the Purchasing Director for Infotainment, Semiconductors and Software.

Ralf began his career in at Opel located in Bochum, Germany. In , he transitioned to an international assignment in Rochester, NY, working on Fuel Cells, and localized to GM a few years later.

In , Ralf moved to Michigan. Ralf was born in Hildesheim, Germany. He speaks German, English, Spanish and basic French. Mike leads the development of innovative, consumer-focused solutions and services that meet the dynamic needs of the entire entity and its customers.

He has responsibility for the daily technical operations of a global IT team of nearly 2, employees. Mike joined Enterprise Holdings in as a process manager in application development. During his tenure, he has had led diverse functions within IT, including application development, infrastructure, security and other key IT functions.

Enterprise Holdings and its affiliate Enterprise Fleet Management offer a total transportation solution. Shim has over 25 years of supply chain and procurement experience. At SBC, Shim was one of the leaders who led supply chain merger integrations which included some of the largest mergers at that time. He was also a principle owner of GS and Company that provided project management and strategic sourcing solutions. As a principal, Shim specialized in raising venture capital for web-enabled buying portals and forming consortium buying groups targeted at specific categories.

He serves on several boards that help advance supply chain principles and practices. He has been with Schneider Electric since August Prior to this, he spent three years at Motorola where he held the roles of senior executive in Procurement.

He has published many articles related to manufacturing and supply-chain in external and internal journals. Under his leadership, his teams have designed and implemented multiple nationally recognized and award-winning educational and workforce development programs and training interventions that have brought value to the companies he has worked with. He has been the keynote speaker at workforce development conferences across the country on topics such as high performance work teams, effective communications, and generations in the workforce.

He is also the primary advisor on multiple innovation initiatives and is leading a small team of staff for mode 2 delivery. Joshua has over 18 years of experience in hospitality.

Joshua has been working in IT Infrastructure for over 25 years and is known for his excellence in crisis management while providing innovation, value creation, and technology leadership. Joshua is a native of Ohio and was educated at Purdue University and UNLV and holds various technology and process improvement certifications.

In the years since, he has been responsible for purchasing an abundance of projects throughout the country, including the Roman L. In his free time, he enjoys fishing, traveling, community service and spending time with his family.

His Team also assists in the procurement of fast-track components in order to make certain that critical milestone dates are maintained and achieved to ensure each projects success. Wes also commonly serves as the CBE Coordinator to ensure that the goals of each projects minority subcontracting plans are achieved. Jim Tussing is an Information Technology executive with over 29 years of experience spanning application development, application integration, infrastructure and data.

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In addition, the obligation of MTR to complete the mergers is further subject to the satisfaction or waiver of the following conditions: None of MTR, Eldorado or ERI can provide assurance as to when or if all of the conditions to the mergers can or will be satisfied or waived by the appropriate party.

In the event that a material condition to the completion of the mergers is waived, MTR intends to resolicit stockholder approval of the merger agreement. Termination of the Merger Agreement page The merger agreement may be terminated at any time prior to the completion of the mergers by the mutual written consent of MTR and Eldorado, authorized by their respective boards. It can also be terminated by either MTR or Eldorado under certain specified circumstances, including if: Subject to specified conditions, the merger agreement may be terminated by Eldorado if: Subject to specified conditions, the merger agreement may be terminated by MTR if: The merger agreement restricts the ability of each of MTR and Eldorado to solicit or engage in discussions or negotiations with a third party regarding a proposal to acquire a significant interest in MTR or Eldorado, respectively.

If, however, prior to obtaining the approval of its stockholders, MTR receives an unsolicited proposal from a third party and MTR's board of directors determines in good faith, after consultation with its outside legal counsel and financial advisor, that it would be a breach of such directors' fiduciary duties not to engage in discussions relating to such proposal, MTR may furnish information to the third party and engage in negotiations regarding such proposal with the third party, subject to specified conditions.

Upon completion of the mergers, the ERI board of directors will be comprised of five to seven directors selected by Eldorado prior to the completion of the mergers.

At least a majority of the ERI directors must satisfy the independence requirements of the Nasdaq Stock Market and the ERI amended and restated certificate of incorporation and amended and restated bylaws. Following the completion of the mergers, Gary L.

Jones will serve as Chief Financial Officer of ERI, in each case until their successors have been duly elected or appointed and qualified. In addition, it is expected that the following persons will become executive officers of ERI following the closing and will assume the positions indicated below: From time to time prior to closing of the mergers, decisions may be made with respect to the management and operations of ERI following the completion of the mergers, including the selection of additional executive officers of ERI.

Litigation Relating to the Mergers page The actions generally allege, among other things, that MTR's directors breached their fiduciary duties by approving the merger agreement and the mergers at an unfairly low price, and by agreeing to certain provisions in the merger agreement, which allegedly make it less likely that other bidders would make successful competing offers for MTR.

Accounting Treatment page The mergers will be accounted for as a reverse acquisition of MTR by Eldorado under accounting principles generally accepted in the United States. Under the reverse acquisition rules, the acquiring entity in an exchange effected through an exchange of equity interest is identified through consideration of all pertinent facts and circumstances, including: Because all of the initial members of ERI's Board of Directors will be selected by Eldorado, certain former members of Eldorado will control the largest blocks of voting shares in ERI with the remaining shares of ERI being owned in smaller amounts by a diverse group of investors, and the Chief Operating Officer, the Chief Financial Officer and other key management of Eldorado will assume leadership positions at ERI upon consummation of the mergers, Eldorado is considered to be the acquirer of MTR for accounting purposes.

This means that Eldorado will apply the purchase method of accounting and the assets and liabilities of MTR will be recorded, as of completion of the mergers, at their respective fair values and added to the carrying value of Eldorado. The reported financial condition and results of operations of ERI after completion of the mergers will reflect MTR's and Eldorado's balances and results after completion of the mergers, but will not be restated retroactively to reflect the historical financial position or results of operations of MTR.

Following completion of the mergers, the earnings of the combined company will reflect purchase accounting adjustments, including increased amortization and depreciation expense for acquired assets. The tax consequences of the mergers will depend on the specific situation. Accordingly, you are urged to consult your own tax advisors to determine the U. Regulatory Matters page The approval of, among others, the following regulatory authorities, which we collectively refer to as the Gaming Authorities, must be obtained before the mergers can be completed: In addition, prior to completing the mergers, the applicable waiting period under the U.

Each of MTR, Eldorado and ERI is in the process of obtaining the remaining approvals required by applicable law or regulations for the completion of the mergers. Shares held back and not issued at closing, which we refer to as the Retained Consideration; and. Notwithstanding any provision in the merger agreement to the contrary, the number of shares of ERI common stock issuable at the closing as Eldorado Merger Shares shall be reduced by the number of shares equal to the Retained Consideration.

The Special Meeting page The MTR special meeting will be held at. Only holders of record of MTR common stock at the close of business on the MTR record date will be entitled to receive notice of and to vote at the MTR special meeting and any adjournment or postponement thereof. MTR common stock entitles the holder to one vote on each proposal to be considered at the MTR special meeting.

MTR currently expects that MTR's directors and executive officers will vote their shares in favor of the merger agreement and the mergers, although none of them has entered into any agreements obligating them to do so.

Information About the Companies. MTR considers these three properties, which are located in contiguous states, to be its core assets. Eldorado HoldCo is a Nevada limited liability company that through subsidiaries owns and operates hotel and gaming properties in Reno, Nevada and Shreveport, Louisiana.

Eldorado, through a wholly owned subsidiary, also currently owns an approximate It is a requirement of the merger agreement that Eldorado divest itself of its interests in the Tamarack Junction Casino before the closing of the transactions with MTR. ERI was formed in connection with the merger agreement and the mergers for the purpose of holding MTR and Eldorado as direct wholly owned subsidiaries following completion of the mergers.

The financial statements of ERI have not been included because it has not commenced any operations and has no assets or liabilities. Upon the completion of the mergers, Ridgeline Acquisition Corp. MTR announced that its board of directors would review each of these proposals carefully and consistent with its fiduciary and legal duties. Company Z had indicated that the acquisition would not be subject to any financing contingency.

Eldorado agreed to fund this increase in cash consideration with its available cash on hand. In connection with the amendment to the merger agreement, MTR and Eldorado agreed to amend certain other provisions in the merger agreement to, among other things: The MTR board of directors has, consistent with its fiduciary duties and in consultation with its financial and legal advisors, has terminated all discussions and negotiations with JEI and Company Z regarding their respective proposals.

In the opinion of MTR management, this information reflects a fair presentation of this data for those dates. The following should be read in conjunction with the annual, quarterly and special reports, proxy statements and other business and financial information MTR files with the SEC.

GAAP" and are not included in this document. You should not assume the results of operations for any past periods indicate results for any future period.

See "Incorporation of Certain Documents by Reference" on page The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year. Statement of Operations Data: In the opinion of Eldorado's management, this information reflects a fair presentation of this data for those dates. Eldorado is a private company and is not subject to periodic reporting requirements under the Exchange Act.

You should not assume the results of operations for any past periods are indicative of results for any future period. Consolidated Statement of Operations Data: Net cash provided by used in: Consolidated Balance Sheet Data: The amounts have been expensed in accordance with the applicable accounting guidance for business combinations.

Such impairment charge eliminated Eldorado's remaining investment in Silver Legacy. At such time, Eldorado recognized its share of Silver Legacy's suspended net losses not recognized during the period the equity method of accounting was discontinued and resumed the equity method of accounting for its investment. Because holders of membership interests in Eldorado Resorts are required to include their respective shares of Resorts' taxable income loss in their individual income tax returns, Eldorado has made distributions to its members to cover such liabilities.

Earnings represent net income loss plus fixed charges. Fixed charges represent interest expense, whether expensed or capitalized, the interest component of rent expense and amortization of debt issuance costs. The effective rate of interest on borrowings under the Term Loan was 3. The following tables present selected unaudited pro forma condensed combined financial data from ERI's consolidated statements of operations and balance sheet. This unaudited pro forma condensed combined financial data was prepared using the acquisition method of accounting with Eldorado considered the accounting acquirer of MTR.

The selected unaudited pro forma condensed combined financial data does not represent the impact of possible business model changes or potential changes to asset valuations due to changes in market conditions. The unaudited pro forma condensed combined financial data also does not consider any potential impacts of changes in market conditions on revenues, expense efficiencies, asset dispositions, and share repurchases, among other factors.

Future results may vary significantly from the results reflected because of various factors, including those discussed in the section entitled "Risk Factors" beginning on page The following selected unaudited pro forma condensed combined financial data. The ERI pro forma per share data was derived by combining information from the historical consolidated financial statements of MTR and Eldorado and giving effect to the mergers under the acquisition method of accounting for business combinations.

The pro forma data below is presented for illustrative purposes only and you should not rely on the pro forma per share data as indicative of actual results had the mergers occurred in the past, or of future results ERI will achieve after the merger.

Risk Factors Relating to the Mergers. MTR stockholders and Eldorado members cannot be sure of the market price of the ERI common stock they will receive as consideration. Shares of ERI common stock are not currently listed for trading on a national securities exchange, although such shares will be approved for listing on the Nasdaq Stock Market prior to the completion of the mergers. Although shares of MTR are currently listed for trading on the Nasdaq Stock Market, membership interests of Eldorado are not listed for trading on a national securities exchange and Eldorado has not been subject to the reporting requirements of the Exchange Act.

In addition, after completion of the mergers, the trading price of ERI common stock will be dependent on a number of conditions, including general market and economic conditions, changes in the MTR and Eldorado businesses prior to the completion of the mergers, operations and prospects, and regulatory considerations, among other things.

Some of these factors and conditions are beyond the control of MTR and Eldorado. In addition, although the shares of ERI common stock issuable in the mergers will be listed on the Nasdaq Stock Market upon completion of the mergers, an active public market may not develop or be sustained after the completion of the mergers, which could affect the ability to sell, or depress the market price of, shares of ERI common stock.

ERI cannot predict the extent to which a trading market will develop or how liquid that market might become. MTR stockholders may receive a form of consideration different from what they elect.

As a result, if the aggregate cash election by MTR stockholders exceeds the maximum available, some consideration received by MTR stockholders who elected cash will be in a form that they did not choose. The total number of shares of MTR common stock that will be converted into the right to receive cash will in no event exceed 5,, shares, which we refer to as the Cash Election Shares Limit.

Within three business days after the consummation of the mergers as contemplated by the merger agreement, which we refer to as the effective time, if the cash consideration option is oversubscribed, ERI will cause the exchange agent to effect the allocation among the former holders of MTR common stock of rights to receive the MTR merger consideration as follows: MTR stockholders who make elections may be unable to sell their shares in the market pending the mergers.

MTR stockholders may elect to receive cash, stock or mixed consideration in the mergers by completing an election form that will be sent under separate cover and is not being provided with this document. Elections will require that stockholders making the election turn in their MTR stock certificates. This means that during the time between when the election is made and the date the mergers are completed, MTR stockholders will be unable to sell their MTR common stock.

If the mergers are unexpectedly delayed, this period could extend for a significant period of time. MTR stockholders can shorten the period during which they cannot sell their shares by delivering their election shortly before the election deadline. However, elections received after the election deadline will not be accepted or honored. MTR stockholders will have a reduced ownership and voting interest after the mergers and will exercise less influence over management. The remaining outstanding shares of ERI will be issued to the owners of Eldorado in connection with the completion of the mergers.

The market price for ERI common stock may be affected by factors different from those that historically have affected MTR. MTR's and Eldorado's businesses are located in different geographic markets and are subject to local and regional as well as national economic conditions and are also affected by local weather conditions.

In addition, unlike MTR, Eldorado's businesses do not involve horse racing, which may be subject to different risks than those affecting Eldorado's businesses. Moreover, MTR and Eldorado are also subject to regulation by different state regulatory authorities and operate under different state laws and regulations. Further, MTR is currently a public company and Eldorado is currently a private company. Following the completion of the mergers, ERI will be a public company, and its business and operations, including the business and operations conducted by Eldorado prior to the completion of the mergers, will be subject to public company requirements, including periodic reporting requirements,.

The market price of ERI common stock may be affected by ERI's ability to comply with such requirements, which will not have been applicable to Eldorado prior to the completion of the mergers. ERI may fail to realize the anticipated benefits of the mergers. The success of the mergers will depend on, among other things, ERI's ability to combine the businesses of Eldorado and MTR in a manner that permits growth opportunities and does not materially disrupt the existing businesses of MTR or Eldorado.

If ERI is not able to successfully achieve these objectives, the anticipated benefits of the mergers may not be realized fully or at all or may take longer to realize than expected. Eldorado and MTR have operated and, until the completion of the mergers, will continue to operate, independently.

Certain employees of MTR and Eldorado may not be employed after the mergers. In addition, employees of MTR and Eldorado that ERI wishes to retain may elect to terminate their employment as a result of the mergers, which could delay or disrupt the integration process. It is possible that the integration process could result in the disruption of Eldorado's or MTR's ongoing businesses or cause issues with standards, controls, procedures and policies that adversely affect the ability of Eldorado or MTR to maintain relationships with customers and employees or to achieve the anticipated benefits of the mergers.

The market price of ERI common stock may decline if, among other factors, the integration of the MTR and Eldorado businesses is unsuccessful, the operational cost savings estimates are not realized or the transaction costs related to the mergers are greater than expected. The market price of ERI common stock also may decline if ERI does not achieve the perceived benefits of the mergers as rapidly as, or to the extent, anticipated by industry analysts or if the effect of the mergers on ERI's financial results is not consistent with the expectations of industry analysts.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met. In addition, these regulatory bodies may impose conditions on the granting of such approvals. Such conditions and the process of obtaining regulatory approvals could have the effect of delaying completion of the mergers or of imposing additional costs or limitations on ERI following the mergers.

The merger agreement may be terminated in accordance with its terms and the mergers may not be completed. The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the mergers. These conditions to the closing of the mergers may not be fulfilled and, accordingly, the mergers may not be completed.

In addition, Eldorado or MTR may elect to terminate the merger agreement in certain other circumstances. Termination of the merger agreement could negatively impact MTR and Eldorado. In the event the merger agreement is terminated, MTR's or Eldorado's business may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the mergers, and the market price of MTR common stock might decline to the extent that the current market price reflects a market assumption that the mergers will be completed.

If the merger agreement is terminated and MTR's or Eldorado's board of directors seeks another merger or business combination, MTR stockholders or Eldorado members as applicable cannot be certain that MTR or Eldorado will be able to find a party willing to offer equivalent or more attractive consideration than the merger consideration provided in the mergers. MTR and Eldorado will be subject to business uncertainties and contractual restrictions while the mergers are pending.

Uncertainty about the effect of the mergers on employees and customers may have an adverse effect on MTR or Eldorado and consequently on ERI. These uncertainties may impair MTR's or Eldorado's ability to attract, retain and motivate key personnel until the mergers are completed, and could cause customers and others that deal with MTR or Eldorado to seek to change existing business relationships, cease doing business with MTR or Eldorado or cause potential new customers to delay doing business with MTR, Eldorado or ERI until the mergers have been successfully completed.

Retention of certain employees may be challenging during the pendency of the mergers, as certain employees may experience uncertainty about their future roles or compensation structure. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the business, ERI's business following the mergers could be negatively impacted.

In addition, the merger agreement restricts MTR and Eldorado from making certain acquisitions and taking other specified actions until the mergers are completed without the consent of the other party.

These restrictions may prevent MTR or Eldorado from pursuing attractive business opportunities that may arise prior to the completion of the mergers. MTR and Eldorado directors and officers may have certain interests in the mergers that are different from, or in addition to or in conflict with, interests of MTR stockholders.

These interests may be perceived to have affected their decision to support or approve the MTR merger. The interests of some of the directors and executive officers of MTR and Eldorado may be different from those of MTR stockholders, and directors and officers of MTR and Eldorado may be participants in arrangements that are different from, or are in addition to, those of MTR stockholders.

These interests may present such directors or executive officers with actual or potential conflicts of interest. Wagner on the ERI board of directors, and continued indemnification and insurance with respect to claims arising out of or from services to MTR and Eldorado.

The merger agreement contains provisions that may discourage other companies from trying to acquire MTR or Eldorado for greater merger consideration and may require MTR to pay a termination fee. The merger agreement contains provisions that may discourage a third party from submitting a business combination proposal to MTR or Eldorado that might result in greater value to MTR's stockholders or Eldorado's members than the mergers.

These provisions include a general prohibition on MTR and Eldorado from soliciting, or, subject to certain exceptions, entering into discussions with any third party regarding any acquisition proposal or offers for competing transactions. The unaudited pro forma condensed combined financial information in this document is presented for illustrative purposes only and is not necessarily indicative of what ERI's actual financial condition or results of operations would have been had the mergers been completed on the dates indicated.

The unaudited pro forma condensed combined financial information reflects adjustments, which are based. The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of MTR as of the date of the completion of the mergers.

Accordingly, the final acquisition accounting adjustments may differ materially from the unaudited pro forma adjustments reflected in this document. The opinion of MTR's financial advisor contains certain limitations and qualifications. MTR has not obtained, and did not request, an updated opinion from its financial advisor as of the date of this document.

Changes in the operations and prospects of MTR or Eldorado, general market and economic conditions and other factors that may be beyond the control of MTR or Eldorado, and on which MTR's financial advisor's opinion was based, may significantly alter the value of MTR or Eldorado, the trading price of MTR common stock by the time the mergers are completed or the future price at which ERI's common stock trades.

MTR's board of directors' recommendation that MTR stockholders vote "FOR" adoption of the merger agreement, however, is made as of the date of this document. The unaudited prospective financial information of Eldorado, Silver Legacy and MTR is based on various assumptions that may not prove to be correct. Neither MTR nor Eldorado know whether the assumptions they each made will prove correct.

Any or all of such information may turn out to be wrong. Such information can be adversely affected by inaccurate assumptions or by known or unknown risks and uncertainties, many of which are beyond the control of either MTR or Eldorado.

As a result of these contingencies, actual future results may vary materially from the estimates of MTR and Eldorado, respectively. In view of these uncertainties, the inclusion of certain unaudited prospective financial.

The unaudited prospective financial information presented herein was prepared solely for internal use and not prepared with a view toward public disclosure or toward compliance with published guidelines of any regulatory or professional body. Further, any forward-looking statement speaks only as of the date on which it is made. However, none of MTR, Eldorado or ERI undertakes any obligation to update the unaudited prospective financial information herein to reflect events or circumstances after the date such unaudited prospective financial information was prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances.

Neither report extends to the unaudited prospective financial information and should be read to do so. The actions generally allege, among other things, that MTR's directors breached their fiduciary duties by approving the merger agreement and the mergers at an unfairly low price and by agreeing to certain provisions in the merger agreement that allegedly make it less likely that other bidders would make successful competing offers for MTR, and that the directors breached their fiduciary duties by providing stockholders with allegedly deficient disclosures about the proposed transaction.

The outcome of any such legal proceeding is inherently uncertain and the defense or settlement of any lawsuit or claim may have a material adverse effect on ERI's business, financial condition or results of operations. MTR and Eldorado will incur substantial transaction-related costs in connection with the mergers.

MTR and Eldorado have incurred, and expect to continue to incur, a number of non-recurring transaction-related costs associated with completing the mergers, combining the operations of the two companies and achieving desired synergies. These fees and costs have been, and will continue to be, substantial. Non-recurring transaction costs include, but are not limited to, fees paid to legal, financial and accounting advisors, severance and benefit costs, filing fees and printing costs.

Additional unanticipated costs may be incurred in the integration of the businesses of MTR and Eldorado. These costs may be higher than expected and could have a material adverse effect on MTR's and Eldorado's financial conditions and operating results.

There can be no assurance that the elimination of certain duplicative costs, as well as the realization of other efficiencies related to the integration of the two businesses, will offset these and other incremental transaction-related costs over time. Thus, any net benefit may not be achieved in the near term, the long term or at all. ERI will have significant indebtedness.

The credit facility and notes of Eldorado are secured by substantially all assets of Eldorado. The credit facility and notes of Silver Legacy are secured by substantially all assets of Silver Legacy. This indebtedness may have important negative consequences for ERI, including: ERI's ability to make payments of the principal and interest on and refinance its indebtedness will depend on its future performance, its ability to generate cash flow and market conditions, each of which is subject to economic, financial, competitive and other factors beyond its control.

ERI's business may be unable to continue to generate cash flow from operations sufficient to service its debt and make necessary capital expenditures. If ERI is unable to generate such cash flow, it may be required to adopt one or more alternatives, such as selling assets, restructuring debt, undertaking additional borrowings or issuing additional debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. The failure to comply with the terms of its indebtedness could result in an event of default which, if not cured or waived, could have a material negative effect on ERI.

ERI's ability to refinance all or a portion of its indebtedness will depend on the capital markets, the credit markets and its financial condition at such time. ERI may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in increased financing costs or a default on its debt obligations. Eldorado's, MTR's and Silver Legacy's indentures contain, and their future debt agreements may contain, covenants that could significantly restrict our operations.

The agreements governing the indebtedness of Eldorado, MTR and Silver Legacy contain, and any of our future debt agreements might contain, numerous covenants imposing financial and operating restrictions on our business.

These restrictions might affect our ability to operate our business, might limit our ability to take advantage of potential business opportunities as they arise and might adversely affect the conduct of our current business, including by restricting our ability to finance future operations and capital needs and limiting our ability to engage in other business activities.

These covenants will place restrictions on our ability and the ability of our operating subsidiaries to, among other things: Eldorado's, MTR's and Silver Legacy's credit facilities also include certain financial and other covenants, including maintaining certain total leverage and earnings to fixed charge ratios as well as restrictions on capital expenditures. Our ability to comply with these provisions may be affected by general economic conditions, industry conditions and other events beyond our control.

If they fail to comply with a financial covenant or other restriction contained in the agreements governing their indebtedness, an event of default could occur. An event of default could result in acceleration of some or all of the applicable indebtedness and the inability to borrow additional funds.

We do not have, and. Servicing debt and funding other obligations requires a significant amount of cash, and our ability to generate sufficient cash depends on many factors, some of which are beyond our control. Our ability to make payments on and refinance our indebtedness and the indebtedness of Eldorado, MTR and Silver Legacy and to fund our and their operations and capital expenditures depends upon our ability to generate cash flow and secure financing in the future.

Our ability to generate future cash flow depends, among other things, upon: Some of these factors are beyond our control. We cannot assure you that Eldorado's, MTR's, or Silver Legacy's businesses will generate cash flow from operations or that future debt or equity financings will be available to us to enable us to pay their indebtedness or to fund other needs.

As a result, any of them may need to refinance all or a portion of their indebtedness on or before maturity. We cannot assure that we will be able to refinance any of their indebtedness on favorable terms, or at all.

Any inability to generate sufficient cash flow or refinance their indebtedness on favorable terms could have a material adverse effect on our financial condition. The operating agreement of Silver Legacy contains a buy-sell provision which, if exercised by either partner, could adversely affect us.

If either member should make such an offer, the operating agreement requires the other member to either sell its membership interest or purchase the membership interest of the offering member, in either case, at the price proposed by the offering member. An election by either member to exercise its buy-sell right, which would result in the buyout of one of the members, could adversely impact its operations, depending, among other things, on its ability to respond to an offer from the other member and the price at which any offer is made.

MGM Resorts International has significantly greater resources than we have. If an offer by either member results in the purchase of its interest in Silver Legacy, the sale of the interest could adversely affect, or result in the termination of, any existing arrangements or agreements Eldorado may have with Silver Legacy or the other member, or otherwise adversely impact us.

The market price of ERI's common stock could fluctuate significantly. The market price of ERI's common stock may be volatile and subject to wide fluctuations.

In addition, the trading volume of ERI's common stock may fluctuate and cause significant price. Some of the factors that could cause fluctuations in, or have a material adverse effect on, the stock price or trading volume of ERI's common stock include: We cannot assure you that the stock price of ERI common stock will not fluctuate or decline significantly in the future.

In addition, the stock market in general can experience considerable price and volume fluctuations that may be unrelated to ERI's performance. If the market price of ERI common stock fluctuates significantly, ERI may become the subject of securities class action litigation which may result in substantial costs and a diversion of management's attention and resources. ERI has not yet determined its dividend policy and may not pay dividends. ERI has not yet determined its dividend policy, but it does not currently expect to pay dividends on its common stock.

Any determination to pay dividends in the future will be at the discretion of the ERI board of directors and will depend upon among other factors, ERI's earnings, cash requirements, financial condition, requirements to comply with the covenants under its debt instruments, legal considerations, and other factors that the ERI board of directors deems relevant. If ERI does not pay dividends, then the return on an investment in its common stock will depend entirely upon any future appreciation in its stock price.

There is no guarantee that ERI's common stock will appreciate in value or maintain its value. ERI is a holding company and will depend on its subsidiaries for dividends, distributions and other payments. At the completion of the mergers, ERI will be structured as a holding company, a legal entity separate and distinct from its subsidiaries. ERI's only significant asset is the capital stock or other equity interests of its operating subsidiaries.

As a holding company, ERI will conduct all of its business through its subsidiaries. Consequently, ERI's principal source of cash flow, including cash flow to pay dividends, will be dividends and distributions from its subsidiaries. If ERI's subsidiaries are unable to make dividend payments or distributions to it and sufficient cash or liquidity is not otherwise available, ERI may not be able to pay dividends.

In addition, ERI's right to participate in a distribution of assets upon a subsidiary's liquidation or reorganization will be subject to the prior claims of the subsidiary's creditors. The volatility and disruption of the capital and credit markets and adverse changes in the U.

During recent years, a confluence of many factors has contributed to diminished expectations for the U. These factors include the availability and cost of credit, declining business and consumer confidence and increased unemployment. These conditions have combined to create an unprecedented level of market volatility, which could negatively impact our ability to access capital and financing including financing necessary to refinance our existing indebtedness , on terms and at prices acceptable to us, that we would otherwise need in connection with the operation of our businesses.

Commencing with the quarter in which the mergers are consummated, ERI will be required to meet these standards in the course of preparing its financial statements, including the results with respect to both MTR and Eldorado. Additionally, ERI's independent registered public accounting firm will be required to attest to the effectiveness of ERI's internal control over financial reporting on an annual basis.

The rules governing the standards that must be met for ERI's management to assess internal control over financial reporting are complex and require significant documentation, testing and possible remediation. Following the mergers it is possible that ERI's internal control over financial reporting will not meet all of the requirements of the Sarbanes-Oxley Act.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States, or GAAP.

For instance, in December , Eldorado determined that an error in its financial statements occurred related to the recognition of their share of the net earnings losses of Silver Legacy under the equity method of accounting. This error was the result of Eldorado's failure to design proper controls to identify, evaluate and properly account for the equity in earnings losses of unconsolidated affiliates, and the lack of proper controls resulted in a material weakness in internal control over financial reporting as defined in Public Company Accounting Oversight Board Auditing Standard No.

If our remedial measures are insufficient to address the material weakness or if additional material weaknesses or significant deficiencies in our internal control are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to restate our financial results. Additionally, we may encounter problems or delays in implementing any changes necessary to make a favorable assessment of our.

In addition, we may encounter problems or delays in completing the implementation of any necessary improvements and receiving an unqualified opinion on the effectiveness of the internal controls over financial reporting in connection with the attestation provided by our independent registered public accounting firm. If we cannot favorably assess the effectiveness of our internal control over financial reporting, or if our independent registered public accounting firm is unable to provide an unqualified attestation report on our internal controls, investors could lose confidence in our financial information and the price of our common stock could decline.

These reporting and other obligations will place significant demands on our management, administrative, operational and accounting resources and will cause us to incur significant expenses.

We may need to upgrade our systems or create new systems, implement additional financial and management controls, reporting systems and procedures, create or outsource an internal audit function, and hire additional accounting and finance staff. This could lead to a negative reaction in the financial markets due to a loss in investor confidence, and, in turn, the market price of our common stock could be materially adversely affected.

It could also have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations. If we fail to implement and maintain an effective system of internal controls, we may not be able to accurately determine our financial results or prevent fraud. As a result, our stockholders could lose confidence in our financial results, which could materially and adversely affect us.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. We may in the future discover areas of our internal controls that need improvement. We cannot be certain that we will be successful in implementing or maintaining adequate internal control over our financial reporting and financial processes.

Furthermore, as we grow our business, our internal controls will become more complex, and we will require significantly more resources to ensure our internal controls remain effective. Additionally, the existence of any material weakness or significant deficiency would require management to devote significant time and incur significant expense to remediate any such material weakness or significant deficiency, and management may not be able to remediate any such material weakness or significant deficiency in a timely manner.

The existence of any material weakness or significant deficiency in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause stockholders to lose confidence in our reported financial information, all of which could materially and adversely affect us.

A number of industry-related risks may adversely affect the business, financial condition and operating results of ERI. The risks described below are all material risks currently known to be facing ERI.

In addition, ERI may also be affected by general risks not directly related to its business, including, but not limited to, acts of war, terrorism and natural disasters. Adverse changes in the U. Consumer demand for casino hotel properties, such as those of MTR and Eldorado, is particularly sensitive to downturns in the economy and the associated impact on discretionary spending on leisure.

Any adverse change in general economic conditions, such as the recent economic downturn, can adversely affect consumer spending, which can have a negative impact on the ability of MTR and Eldorado to generate revenues from their operations. Increases in gasoline prices, including increases prompted by global political and economic instabilities, can adversely affect their operations because most of their patrons travel to their properties by car or on airlines that may pass on increases in fuel costs to passengers in the form of higher ticket prices.

The recent global, national and regional economic downturn, including the housing crisis, credit crisis, lower consumer confidence, and other related factors which impact discretionary consumer spending and other economic activities that have direct effects on MTR's and Eldorado's business, have resulted in a decline in the tourism industry that has adversely impacted their operations. We cannot be sure how long these factors will continue to impact their operations in the future or the extent of the impact.

We will be subject to extensive state and local regulation and licensing, and gaming authorities have significant control over our operations, which could have an adverse effect on our business.

The ownership and operation of casino gaming and horseracing facilities, such as those of Eldorado and MTR, are subject to extensive federal, state, and local regulation, and regulatory authorities at the federal, state, and local levels have broad powers with respect to the licensing of gaming businesses and may revoke, suspend, condition or limit our gaming or other licenses, impose substantial fines, and take other actions, each of which poses a significant risk to our business, financial condition, and results of operations.

Eldorado and MTR currently hold all state and local licenses and related approvals necessary to conduct their respective present gaming operations, but we must periodically apply to renew many of our licenses and registrations. We cannot assure you that we will be able to obtain such renewals.

Any failure to maintain or renew Eldorado's and MTR's existing licenses, registrations, permits or approvals would have a material adverse effect on us. Furthermore, if additional gaming laws or regulations are adopted, these regulations could impose additional restrictions or costs that could have a significant adverse effect on us.

Any of the Nevada Gaming Commission, the Louisiana Gaming Control Board, the West Virginia Alcohol Beverage Control Administration, the West Virginia Lottery Commission, the West Virginia Racing Commission, the Pennsylvania Gaming Control Board, the Pennsylvania Racing Commission, the Pennsylvania Liquor Control Board, the Ohio Lottery Commission, and the Ohio State Racing Commission which we refer to collectively as the Gaming Authorities may, in their discretion, require the holder of any securities issued by us to file applications, be investigated, and be found suitable to own our securities if it has reason to believe that the security ownership would be inconsistent with the declared policies of their respective states.

Further, the costs of any investigation conducted by any of the Gaming Authorities under these circumstances must be paid by the applicant, and refusal or failure to pay these charges may constitute grounds for a finding that the applicant is unsuitable to own the securities.

If any of the Gaming Authorities determines that a person is unsuitable to own our securities, then, under the applicable gaming or horse racing laws and regulations, we can be sanctioned, including the loss of their approvals, if, without the prior approval of the applicable Gaming Authority, we conduct certain business with the unsuitable person.

ERI's officers, directors, and key employees will also be subject to a variety of regulatory requirements and various licensing and related approval procedures in the various jurisdictions in which ERI's subsidiaries operate gaming facilities.

If any of the applicable Gaming Authorities were to find an officer, director or key employee of ours unsuitable for licensing or unsuitable to continue having a relationship with us, we would have to sever all relationships with that person. Furthermore, the Gaming Authorities may require us to terminate the employment of any person who refuses to file appropriate applications.

Either result could materially adversely affect our gaming operations. Applicable gaming laws and regulations restrict our ability to issue securities, incur debt and undertake other financing activities. Such transactions would generally require approval of applicable Gaming Authorities, and our financing counterparties, including lenders, might be subject to various licensing and related approval procedures in the various jurisdictions in which ERI operates gaming facilities.

If state regulatory authorities were to find any person unsuitable with regard to his, her or its relationship to ERI or any of its subsidiaries, ERI and its subsidiaries would be required to sever its and their relationships with that person, which could materially adversely affect our business.

In addition, gaming companies are generally subject to significant revenue based taxes and fees in addition to normal federal, state, and local income taxes, and such taxes and fees are subject to increase at any time.

Eldorado and MTR pay substantial taxes and fees with respect to their operations. From time to time, federal, state, and local legislators and officials have proposed changes in tax laws, or in the administration of such laws, affecting the gaming industry. It is not possible to determine with certainty the likelihood of changes in tax laws or in the administration of such laws.

Such changes, if adopted, could have a material adverse effect on our business, financial condition and results of operations. Any material increase, or the adoption of additional taxes or fees, could have a material adverse effect on our future financial results.

For more information, see "Governmental Gaming Regulations" beginning on page Eldorado currently conducts the gaming operations of Eldorado Shreveport on a riverboat. The riverboat must comply with extensive state regulations, including the Louisiana Gaming Control Act, which we refer to as the Louisiana Act. No final Certificate can be issued without all necessary and proper certificates from all regulatory agencies, including the U.

Coast Guard, the U. Army Corps of Engineers, local port authorities and local levee authorities. Eldorado Shreveport received its license and related approvals in July and the license was renewed in This license is subject to periodic renewal and is subject to certain general operational conditions.

The next renewal period will be in There can be no assurance that we will continue to successfully renew our license, and the loss of a dockside casino or riverboat casino from service for any period of time could adversely affect our business, financial condition and results of operations. State and local authorities require us and our subsidiaries to demonstrate suitability to obtain and maintain various other licenses, and require that we have other registrations, permits and approvals, to sell alcoholic beverages and tobacco in our facilities and to operate our food service facilities.

Although these regulations do not specifically restrict gaming operations, as a practical matter, a failure to maintain any of such licenses, registrations, permits and approvals would make our gaming facilities less attractive to gaming patrons and could result in substantially reduced revenues. We depend on agreements with our horsemen and pari-mutuel clerks to operate our business. The Federal Interstate Horse Racing Act and the state racing laws in West Virginia, Ohio and Pennsylvania require that, in order to simulcast races, we have written agreements with the horse owners and trainers at those racetracks.

In addition, in order to operate slot machines in West Virginia, we are required to enter into written agreements regarding the proceeds of the slot machines a "proceeds agreement" with a representative of a majority of the horse owners and trainers and with a representative of a majority of the pari-mutuel clerks. In Pennsylvania and Ohio, we must have an agreement with the representative of the horse owners. The agreement between Mountaineer and the pari-mutuel clerks' union described above may be terminated upon written notice by either party.

If we fail to maintain operative agreements with the horsemen at any of our racetracks, we will not be permitted to conduct live racing and export and import simulcasting at the applicable racetrack. In addition, if we fail to maintain operative agreements with the horsemen at Mountaineer including if we do not have in place the legally required proceeds agreement with the Mountaineer pari-mutuel clerks union , we will not be permitted to operate any slot machines or table games at Mountaineer.

In addition, if we fail to maintain operative agreements with the horsemen at Presque Isle Downs, we will not be permitted to operate any slot machines or table games at Presque Isle Downs. Also, if we fail to maintain operative agreements with the horsemen at Scioto Downs, we will not be permitted to operate any video lottery terminals or other forms of electronic gaming, such as video lottery poker, at Scioto Downs.

Furthermore, our simulcasting agreements are subject to the horsemen's approval. If we fail to renew or modify existing agreements on satisfactory terms, this failure could have a material adverse effect on our business, financial condition and results of operations.

We will face substantial competition in the hotel and casino industry. The hotel and casino industry is very competitive, and many of our competitors have significantly greater resources than we do. Eldorado and MTR compete for customers primarily on the basis of location, range and pricing of amenities and overall atmosphere. Eldorado Reno and Silver Legacy Casino primarily compete with the other casinos and hotels in the Reno, Nevada area including, to some degree, each other.

They also compete with casinos and hotels located in the Las Vegas, Nevada region and the Lake Tahoe region as well as Native American gaming properties in California and the northwestern United States.

We expect competition with Native American gaming facilities in Northern California to intensify. This gaming market is intensely competitive, and the market has not grown appreciably.

Mountaineer and Presque Isle Downs compete with hotels, casinos and racetracks in West Virginia, Pennsylvania and Ohio and, to a lesser extent, other surrounding states such as New York. Gaming operations in Ohio have recently commenced or are expected to commence in the near future and represent additional competition for Presque Isle Downs and Mountaineer. Michelle and her team provide Strategic Sourcing expertise aimed at bringing business value to functional areas across the enterprise.

She spent 22 years at Motorola in various leadership positions in both Direct and Indirect Strategic Procurement. While at Motorola, she had global responsibility with team members in 16 different countries.

Michelle also spent one year at Nokia Siemens Networks while she led the procurement integration after the acquisition of the former Motorola Networks business. Charles Huang is a co-founder of RedOctane and the co-creator of the Guitar Hero video game franchise. Guitar Hero was the best selling video game in the world in and Huang, along with his brother Kai, was elected as one of the top 50 producers in New Media by the Producers Guild of American New Media Council membership which includes such famed movie directors as Jerry Bruckheimer and Brian Grazer.

Mr Huang left Guitar Hero in His lab is Indigo 7, where he works on various music or fashion or health tech projects such as a Singtrix, a karaoke system that integrates professional grade audio engineering. Huang immigrated to California as a young child and currently resides in Silicon Valley with his wife and two daughters.

In this role, she is responsible for building a world class program, driving results and integrating supplier diversity and supplier sustainability into the corporate strategy throughout the enterprise. She has more than 27 years of experience in successful program development and implementation. Jackie has been recognized nationally for her leadership and service in the Supplier Diversity field.

She has a B. Prior to co-founding Red Kite as a marketing consultancy in , she was with Aviatech, a full service ad agency specializing in digital marketing. A female pioneer in management at Goodyear, she started in the secretarial pool and helped pave the way for other women to hold management positions in a male workforce, as one of five female managers at the time in the company. Evelyn is a trained professional public speaker, writer, director and producer and assists in live corporate events.

She and her husband Bill and two adult children live in San Diego. Co-founder and former CEO of alivenotdead. Sold to mig33 February Co-founder and former CEO of Rotten Tomatoes , a leading entertainment website focused on movie reviews and news and one of the top most trafficked sites in the world. Lona directs the development, administration and execution of the Hilton Supplier Diversity Program and supplier performance processes.

In his current capacity he is also responsible for the oversight of the Global Travel and Expense Services Program and the Marketing and Communications department for Hilton Supply Management. While ensuring compliance with the corporate-wide diversity strategy, he also seeks to incorporate innovative best practice programs in supplier processes and supplier diversity.

Exemplifying his commitment to supplier diversity, Mr. Lona serves on numerous prestigious and diverse organizations that impact the hospitality industry, including: Lona has earned numerous awards and recognitions, including: He is responsible for the corporate procurement organization involved with strategic sourcing, vendor management, and supplier diversity.

Bancorp nine years ago, Tom has focused on delivering significantly greater value across the enterprise through more effective internal alignment, improved vendor relationships, strategic talent management, and a shareholder-centric view of operating costs and business practices. Tom has more than 30 years of experience in the areas of procurement, supply chain management, and information systems. Prior to joining U. Over his 21 year experience at BMW, he has developed extensive knowledge and experience working alongside a number of global Tier 1 suppliers both in their production and aftermarket network.

In addition to his involvement of improving supply-chain stability and manufacturing efficiencies, he was also directly involved with the localization of a number of drivetrain components to the NAFTA region. Initially starting his career in Program Management of new-model launches, he transitioned to the purchasing role in which encompassed regional responsibilities for Engine Cooling, Transfer Cases, Transmissions and Air Induction systems. Maralit is a current member of the BMW — Clemson University International Center for Automotive Research Steering Circle focused on strategic areas including manufacturing and materials, automotive engineering, and industry-relevant projects.

His current interests revolve around smart-factories and the use of technology and data to further improve manufacturing throughput and efficiencies.

When not at work, Joseph can often be found in the stands cheering for his wife or any one of his five children; all who play basketball for local leagues around Greenville, SC.

Happily enjoying the simple pleasures of life, Joseph and his wife of 22 years currently reside with their family in Taylors, South Carolina.

Chintan is the CTO of Walgreens Boots Alliance and is responsible for all consumer facing experiences across all digital channels globally. As a part of this role Chintan also heads the innovation team responsible for all our work across new areas like telemedicine, in-store digital experiences etc.

Chris has responsibility for managing, developing and implementing supply chain strategies to mitigate risk and streamline operations for the Procurement and Requisitioning Teams.

Chris and her team manage the RFP and negotiations process supporting all client commodities. He has held this role since December Prior to this position, he was the Purchasing Director for Infotainment, Semiconductors and Software.

Ralf began his career in at Opel located in Bochum, Germany. In , he transitioned to an international assignment in Rochester, NY, working on Fuel Cells, and localized to GM a few years later. In , Ralf moved to Michigan.

Ralf was born in Hildesheim, Germany. He speaks German, English, Spanish and basic French. Mike leads the development of innovative, consumer-focused solutions and services that meet the dynamic needs of the entire entity and its customers.

He has responsibility for the daily technical operations of a global IT team of nearly 2, employees. Mike joined Enterprise Holdings in as a process manager in application development. During his tenure, he has had led diverse functions within IT, including application development, infrastructure, security and other key IT functions. Enterprise Holdings and its affiliate Enterprise Fleet Management offer a total transportation solution.

Shim has over 25 years of supply chain and procurement experience. At SBC, Shim was one of the leaders who led supply chain merger integrations which included some of the largest mergers at that time.

He was also a principle owner of GS and Company that provided project management and strategic sourcing solutions.

As a principal, Shim specialized in raising venture capital for web-enabled buying portals and forming consortium buying groups targeted at specific categories. He serves on several boards that help advance supply chain principles and practices.

He has been with Schneider Electric since August Prior to this, he spent three years at Motorola where he held the roles of senior executive in Procurement. He has published many articles related to manufacturing and supply-chain in external and internal journals. Under his leadership, his teams have designed and implemented multiple nationally recognized and award-winning educational and workforce development programs and training interventions that have brought value to the companies he has worked with.

He has been the keynote speaker at workforce development conferences across the country on topics such as high performance work teams, effective communications, and generations in the workforce. He is also the primary advisor on multiple innovation initiatives and is leading a small team of staff for mode 2 delivery. Joshua has over 18 years of experience in hospitality.

Joshua has been working in IT Infrastructure for over 25 years and is known for his excellence in crisis management while providing innovation, value creation, and technology leadership. Joshua is a native of Ohio and was educated at Purdue University and UNLV and holds various technology and process improvement certifications.

In the years since, he has been responsible for purchasing an abundance of projects throughout the country, including the Roman L. In his free time, he enjoys fishing, traveling, community service and spending time with his family.

His Team also assists in the procurement of fast-track components in order to make certain that critical milestone dates are maintained and achieved to ensure each projects success. Wes also commonly serves as the CBE Coordinator to ensure that the goals of each projects minority subcontracting plans are achieved. Jim Tussing is an Information Technology executive with over 29 years of experience spanning application development, application integration, infrastructure and data.

She is responsible for overseeing the areas of supply management and supplier diversity. She is an advocate for improving educational outcomes for all children and dedicates time to mentoring professionals wishing to advance their careers.

Ashley was previously Policy Chief of Staff at Hillary for America, consulted with technology and health care companies on their public policy strategies, and served at the U. Scott Yoshikawa is a Sr. Southern California Edison is the primary electricity utility company in Southern California providing over 85 billion kilowatt-hours of electricity to 15 million people covering a territory of 50, square miles.

Darlene Bullock began serving as the Deputy Director of the U. She also is a Desk Officer providing technical procurement and small business support to four DHS operational contracting offices. Bullock has over 25 years of experience in procurement, federal assistance, and acquisitions management. Bullock has held leadership positions at several Federal and local agencies including the Department of Homeland Security Headquarters, U.

Agency for International Development, U. In this role, she was instrumental in creating efficiencies for businesses to contract with the government through strategic and innovative customer relationship management and program process improvements.

Christy began her career as a contract specialist, with a focus on acquisition policy, where her passion for small business blossomed. It is her responsibility to provide maximum opportunities for small businesses to participate in USDA contracting activities.

Michelle coordinates and participates in events all over the country with high level USDA officials and others to promote federal contracting opportunities for small businesses.

With a keen entrepreneur spirit and a vision of how computers would forever change technology — Bruce Geier made a bold move to ride what became the computer boom of the late s and early s and built a global footprint in IT that reaches 25 locations in the US, Canada and China.

Bruce is a recognized thought leader in business and computer technology solutions with a long-standing commitment to diversity and small business in the community he serves.

Jacob Hsu is a Silicon Valley based executive, entrepreneur, and corporate advisor. Prior to Catalyte, Mr. Hsu has also co-founded or been a founding investor in over thirty other companies in the United States and Asia.

Tim was profiled in Forbes 30 Under 30, Inc. He is a graduate of Princeton and currently deferring Harvard Business School. In addition, Ravi owns and operates television stations in San Francisco, Chicago and Fargo that broadcast 40 program streams of major network, sports and minority-focused content. He is the first Indian-American to own a full power television station in the United States.

Kishore Khandavalli founded SevenTablets in as a part of the iTech group of companies. Currently managing over 1, employees, three offices outside the U. Over the last few years, he made strategic acquisitions to make iTech into a consortium of companies with global delivery centers offering solutions in IT services www. Before founding iTech, Mr. Khandavalli founded Primesoft in , which was later merged with another software company.

He spearheaded the merger and subsequently led the combined organization until Prior to venturing into the IT industry, Mr. Khandavalli worked as a chemical engineer at Enerfex, a technology think tank in Vermont where he developed a unique patented technology to capture greenhouse gases and reuse them as byproducts.

He was also a Wells Fargo Asian Business leader finalist in He is a recognized expert worldwide in the strategy, architecture and implementation of Big Data, Text Analytics, Analytics and Data Warehousing. His team focus at Ampcus is to provide leading innovation and solutions to Clients across Federal and Commercial.

He leads the development of algorithms and solution frameworks that Ampcus will leverage across all solutions. Krish is a featured speaker at many conferences globally and a faculty at TDWI. Lee is the founder and CEO of Leeding Media, a production, finance and marketing company that serves as a bridge between the U. The company works with American studios, filmmakers and rights holders as well as Chinese investors, distributors and media companies to identify, negotiate and execute mutually beneficial partnerships and co-productions.

Since its formation in , with offices in both Los Angeles and Beijing, Leeding Media has become the premier independent aggregator and marketer of world-class films in China. In collaboration with its partners, Leeding Media has marketed 12 feature films theatrically and controls exclusive digital distribution rights to nearly titles in China.

In the company helped orchestrate the launch of the groundbreaking Chinese subscription streaming service Lionsgate Entertainment World, a joint venture between Alibaba Group and Lionsgate. Lee has played instrumental roles in five groundbreaking film productions in China.

Most recently he served as U. He is frequently invited to speak at major China-U. Lee was born in China and raised in Los Angeles. As director, and later vice president of business development for IDG, he oversaw the launch of the Chinese edition of entertainment-industry trade paper Variety. Jeanette currently ranks 3 in the world, making her the top American player. In , Jeanette was the gold medalist for the United States at the World Games in Akita, Japan — the first time the sport of billiards was ever included — and she participated again in the World Games held in Cali, Colombia.

Jeanette has also captured silver twice at the World Championships during her year professional career.

Britt Malka truly

His experience includes supervisory roles in manufacturing in the US and Mexico. Mark became the materials manager for a maquiladora facility before returning to procurement in Mark has been active in identifying, mentoring and engaging diverse suppliers for Ingersoll Rand. In prior roles, he helped implement second-tier reporting for electronics suppliers. Over the past five years he has participated in the following industry diversity activities:.

He has more than 25 years of experience in supply chain including procurement, materials management and operations. Mark and Karen, his wife, reside in Mooresville, N. Away from work, Mark enjoys serving his church and is a leader with the Boy Scouts of America. He is responsible for the strategic direction of Operational Services, including supply chain management, supplier diversity and development, transportation services, environmental services and corporate real estate.

After joining SCE in February , Bauder was responsible for all aspects of a dual unit nuclear plant. He was in charge of strategic planning and improvements in station regulatory performance and industry excellence. Bauder also provided oversight of day-to-day plant activities associated with the operation and maintenance of the plant, security, training, engineering, procurement and the implementation of major projects.

During his 20 years at Calvert Cliffs, he led all aspects of plant management and implemented a site excellence plan, as well as a standard integrated program, that directly contributed to improved business performance functions. Collins began his career at Nicor Gas an Illinois-based gas utility, and subsidiary of Southern Company Gas in December, , and has held various leadership roles within the company.

Michael Cooper has been with Disney Parks and Resorts for the total of 13 years and in the position of a Director of Procurement and Sourcing for 11 years. She also serves in the board of several organizations and an active member in various Advisory Councils:. Estrella graduated Cum Laude from the University of St.

They serve customers directly through systems availability and security, as well as indirectly, through internal business partners who deliver a wide range of financial products and services.

Prior to joining Wells Fargo, Scott was a Partner at Deloitte Consulting holding various leadership positions in the Strategy and Financial Services practices while also acting as a Lead Client Services Partner for multiple top 10 financial services organizations. Mike advises technology and line-of-business teams across the company and beyond on the alignment of results-driven innovative styles.

He was appointed to the position in October John is a growth-oriented leader with two central beliefs: John has been with Ingersoll Rand since in a variety of roles of increasing importance. Power Tools offers a robust portfolio of assembly, industrial, cordless, construction and vehicle service tools and accessories, and has a long-standing reputation for being powerful, ergonomically designed, reliable and efficient.

Prior to his role in Power Tools, John was the President of Residential Security Solutions at Ingersoll Rand where he had full profit and loss responsibility for the business including product and business development; sales and service; and accountability for operational excellence across global manufacturing and distribution.

John has championed innovative product and solutions launches and executed and integrated acquisitions that expanded technologies and product portfolios. He has a passion for product and category management, and the creation of highly strategic marketing, channel and e-commerce programs that drive end user loyalty. John began his career as a supplier quality assurance engineer in electronics at Cummins Engine Company.

While at FGA, Mike led the integration of sourcing and supply chain operations after the acquisition of Laidlaw doubled the size of the North American business. As the Chief Procurement Officer for UPS, Gary Kallenbach and his team manage all indirect and enterprise-wide complex commodities, including system technologies hardware and software , professional services, energy and fuel purchases diesel, air, LNG, propane. In addition, he is responsible for the UPS procure-to-pay process redesign and strategy.

Prior to his current role, Gary served in a variety of executive level procurement positions at UPS. He began his career with UPS as a loader, unloader and driver before beginning his management career as an Accounting Supervisor in Wisconsin.

He has been with UPS for more than 39 years. He actively supports organization like the U. Previously he served on the board of directors for Ramapo College of New Jersey. UPS is one of only three companies to have received this honor for 17 consecutive years. Angie began her career as an accountant in the financial services side of Nationwide. She held a number of roles in finance before jumping into the property and casualty business where she spent nearly half of her career in leadership positions across sales and service centers, marketing, and product management.

She currently serves as Treasurer and chair of the finance committee on the Berger Health System board in her local community of Circleville Ohio. Additionally, she and her husband own and operate Burr Oak Nursery on their 70 acres.

Gopa began his career with the Bank in as an applications manager and was promoted to senior vice president in Prior to joining the Bank, Gopa was the system manager and chief architect at Providian Financial. Lili has been working in sourcing operations for more than 15 years. Lili received her Bachelor of Arts degree in psychology from the University of California at Berkeley. She enjoys volunteering in her community and spending time outdoors with her tween son.

His areas of responsibility include global rigid and flexible packaging, energy, sweeteners and print graphics and quality. During those five years, he integrated the acquisitions of Danone biscuit and Cadbury with new geographies, organizations and product portfolio. Most recently he spent four years in Zurich where he was responsible for the global Chocolate Category Procurement organization. With more than 30 years of experience, he has held multiple executive and financial leadership roles in the aerospace and defense, manufacturing and service industries.

She joined Charter in June to develop and transform their Procurement organization. Michelle and her team provide Strategic Sourcing expertise aimed at bringing business value to functional areas across the enterprise.

She spent 22 years at Motorola in various leadership positions in both Direct and Indirect Strategic Procurement. While at Motorola, she had global responsibility with team members in 16 different countries. Michelle also spent one year at Nokia Siemens Networks while she led the procurement integration after the acquisition of the former Motorola Networks business. Charles Huang is a co-founder of RedOctane and the co-creator of the Guitar Hero video game franchise.

Guitar Hero was the best selling video game in the world in and Huang, along with his brother Kai, was elected as one of the top 50 producers in New Media by the Producers Guild of American New Media Council membership which includes such famed movie directors as Jerry Bruckheimer and Brian Grazer.

Mr Huang left Guitar Hero in His lab is Indigo 7, where he works on various music or fashion or health tech projects such as a Singtrix, a karaoke system that integrates professional grade audio engineering. Huang immigrated to California as a young child and currently resides in Silicon Valley with his wife and two daughters. In this role, she is responsible for building a world class program, driving results and integrating supplier diversity and supplier sustainability into the corporate strategy throughout the enterprise.

She has more than 27 years of experience in successful program development and implementation. Jackie has been recognized nationally for her leadership and service in the Supplier Diversity field. She has a B. Prior to co-founding Red Kite as a marketing consultancy in , she was with Aviatech, a full service ad agency specializing in digital marketing. A female pioneer in management at Goodyear, she started in the secretarial pool and helped pave the way for other women to hold management positions in a male workforce, as one of five female managers at the time in the company.

Evelyn is a trained professional public speaker, writer, director and producer and assists in live corporate events. She and her husband Bill and two adult children live in San Diego. Co-founder and former CEO of alivenotdead. Sold to mig33 February Co-founder and former CEO of Rotten Tomatoes , a leading entertainment website focused on movie reviews and news and one of the top most trafficked sites in the world. Lona directs the development, administration and execution of the Hilton Supplier Diversity Program and supplier performance processes.

In his current capacity he is also responsible for the oversight of the Global Travel and Expense Services Program and the Marketing and Communications department for Hilton Supply Management. While ensuring compliance with the corporate-wide diversity strategy, he also seeks to incorporate innovative best practice programs in supplier processes and supplier diversity. Exemplifying his commitment to supplier diversity, Mr. Lona serves on numerous prestigious and diverse organizations that impact the hospitality industry, including: Lona has earned numerous awards and recognitions, including: He is responsible for the corporate procurement organization involved with strategic sourcing, vendor management, and supplier diversity.

Bancorp nine years ago, Tom has focused on delivering significantly greater value across the enterprise through more effective internal alignment, improved vendor relationships, strategic talent management, and a shareholder-centric view of operating costs and business practices.

Tom has more than 30 years of experience in the areas of procurement, supply chain management, and information systems. Prior to joining U. Over his 21 year experience at BMW, he has developed extensive knowledge and experience working alongside a number of global Tier 1 suppliers both in their production and aftermarket network. In addition to his involvement of improving supply-chain stability and manufacturing efficiencies, he was also directly involved with the localization of a number of drivetrain components to the NAFTA region.

Initially starting his career in Program Management of new-model launches, he transitioned to the purchasing role in which encompassed regional responsibilities for Engine Cooling, Transfer Cases, Transmissions and Air Induction systems.

Maralit is a current member of the BMW — Clemson University International Center for Automotive Research Steering Circle focused on strategic areas including manufacturing and materials, automotive engineering, and industry-relevant projects. His current interests revolve around smart-factories and the use of technology and data to further improve manufacturing throughput and efficiencies.

When not at work, Joseph can often be found in the stands cheering for his wife or any one of his five children; all who play basketball for local leagues around Greenville, SC. Happily enjoying the simple pleasures of life, Joseph and his wife of 22 years currently reside with their family in Taylors, South Carolina. Chintan is the CTO of Walgreens Boots Alliance and is responsible for all consumer facing experiences across all digital channels globally.

As a part of this role Chintan also heads the innovation team responsible for all our work across new areas like telemedicine, in-store digital experiences etc. Chris has responsibility for managing, developing and implementing supply chain strategies to mitigate risk and streamline operations for the Procurement and Requisitioning Teams.

Chris and her team manage the RFP and negotiations process supporting all client commodities. He has held this role since December Prior to this position, he was the Purchasing Director for Infotainment, Semiconductors and Software.

Ralf began his career in at Opel located in Bochum, Germany. In , he transitioned to an international assignment in Rochester, NY, working on Fuel Cells, and localized to GM a few years later. In , Ralf moved to Michigan. Ralf was born in Hildesheim, Germany. He speaks German, English, Spanish and basic French.

Mike leads the development of innovative, consumer-focused solutions and services that meet the dynamic needs of the entire entity and its customers. He has responsibility for the daily technical operations of a global IT team of nearly 2, employees. Mike joined Enterprise Holdings in as a process manager in application development. During his tenure, he has had led diverse functions within IT, including application development, infrastructure, security and other key IT functions.

Enterprise Holdings and its affiliate Enterprise Fleet Management offer a total transportation solution. Shim has over 25 years of supply chain and procurement experience. At SBC, Shim was one of the leaders who led supply chain merger integrations which included some of the largest mergers at that time. He was also a principle owner of GS and Company that provided project management and strategic sourcing solutions. As a principal, Shim specialized in raising venture capital for web-enabled buying portals and forming consortium buying groups targeted at specific categories.

He serves on several boards that help advance supply chain principles and practices. He has been with Schneider Electric since August Prior to this, he spent three years at Motorola where he held the roles of senior executive in Procurement. He has published many articles related to manufacturing and supply-chain in external and internal journals.

Under his leadership, his teams have designed and implemented multiple nationally recognized and award-winning educational and workforce development programs and training interventions that have brought value to the companies he has worked with. He has been the keynote speaker at workforce development conferences across the country on topics such as high performance work teams, effective communications, and generations in the workforce.

He is also the primary advisor on multiple innovation initiatives and is leading a small team of staff for mode 2 delivery. Joshua has over 18 years of experience in hospitality. Joshua has been working in IT Infrastructure for over 25 years and is known for his excellence in crisis management while providing innovation, value creation, and technology leadership.

Joshua is a native of Ohio and was educated at Purdue University and UNLV and holds various technology and process improvement certifications. In the years since, he has been responsible for purchasing an abundance of projects throughout the country, including the Roman L.

In his free time, he enjoys fishing, traveling, community service and spending time with his family. His Team also assists in the procurement of fast-track components in order to make certain that critical milestone dates are maintained and achieved to ensure each projects success. For your MTR shares held in "street name," through a broker, bank or other nominee, please follow the instructions set forth on the proxy card or on the voting instruction form provided by such firm.

Assuming that a quorum is present at the special meeting, if you abstain, fail to vote or fail to instruct your broker, bank or other nominee how to vote with respect to the merger proposal, it will have the same effect as a vote cast "AGAINST" the merger agreement. For additional information on voting procedures, see "The Special Meeting" beginning on page Or you may cast your vote in person at MTR's special meeting. If your MTR shares are held in "street name," through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares.

How will my proxy be voted? If you vote by telephone or by Internet, or by completing, signing, dating and returning your signed proxy card, your proxy will be voted in accordance with your instructions. If you sign, date, and send your proxy and do not indicate how you want to vote, your shares will be voted "FOR" the merger proposal, "FOR" the adjournment proposal, if necessary or appropriate, and "FOR" the MTR compensation proposal.

May I vote in person? What must I bring to attend the special meeting? Admittance to the special meeting is limited to stockholders of MTR or their authorized representatives. If you wish to attend the special meeting, bring your proxy or your voter information form. You must also bring photo identification. What if I do not vote or abstain? What do I do if I want to change my vote?

You may also change your vote by telephone or over the Internet. You may change your vote by using any one of these methods regardless of the procedure used to cast your previous vote.

If my broker holds my MTR shares in "street name," will my broker vote my shares? If you do not provide your broker with instructions on how to vote your "street name" shares, your broker will not be permitted to vote the MTR shares at the MTR special meeting.

You should therefore be sure to provide your broker with instructions on how to vote your MTR shares. You should check the voting form used by your broker to see if your broker offers telephone or Internet voting. If you do not give voting instructions to your broker, your MTR shares will be counted towards a quorum at the MTR special meeting, but will have the same effect as voting "AGAINST" the merger proposal unless you appear and vote in person at the MTR special meeting and follow the instructions in the following sentence.

If your broker holds your MTR shares and you plan to attend and vote at the MTR special meeting, please bring a letter from your broker identifying you as the beneficial owner of the MTR shares and authorizing you to vote.

Because approval of the merger proposal requires the affirmative vote of stockholders owning a majority of MTR common shares outstanding, if you abstain or fail to vote your shares in favor of approval of the merger proposal, this will have the same effect as voting your shares "AGAINST" approval of the merger proposal. What are the U. A holder of MTR common stock that acquired different blocks of MTR common stock at different times or at different prices, will make the determinations below separately with respect to each block of shares of MTR common stock.

For a more detailed discussion of the material U. The tax consequences of the mergers for any particular MTR stockholder will depend on that stockholder's particular facts and circumstances. Accordingly, MTR stockholders are urged to consult their tax advisors to determine the U. How do I elect the form of consideration for my MTR shares? Your form of election must be received by the exchange agent, together with any other required documentation specified in the form of election, no later than the election deadline, which will be 5: Any form of election may be revoked or changed by written notice received by the exchange agent prior to the election deadline.

If a form of election is revoked and a new, properly executed form of election is not received by the exchange agent prior to the election deadline, then the. You are encouraged to return your election form as promptly as practicable. The election form will contain instructions as to how to indicate the form of consideration you wish to receive for each of your MTR shares in the mergers.

You need not elect to receive the same form of consideration for all of the MTR shares you own. You should follow the instructions contained in the election form carefully and in their entirety to ensure your election is properly made. If you are a holder of restricted stock, or of other shares received upon settlement or delivery of equity awards, your shares will automatically convert into shares of ERI common stock, without election.

Should I send in my MTR share certificates now? If the mergers are completed, we will send former stockholders of MTR written instructions for exchanging their share certificates. When do you expect to complete the mergers? MTR and Eldorado are working to complete the mergers in mid, although we cannot assure completion of the mergers by any particular date, or at all.

Do I have dissenters' or appraisal rights? Consequently, MTR stockholders do not have appraisal rights in connection with the mergers. What happens if the mergers are not completed? If the mergers are not completed, MTR stockholders will not receive any consideration for their shares of MTR common stock in connection with the mergers. Instead, MTR will remain an independent public company; its common stock will continue to be listed and traded on the Nasdaq Stock Market; Eldorado members will not receive any consideration for their membership interests in connection with the mergers; and Eldorado will remain a private company.

Under what circumstances would MTR be required to pay Eldorado a termination fee? In addition, in the event that the merger agreement is terminated by Eldorado or MTR because the MTR stockholders do not approve the merger agreement at the special meeting called for such purpose, and either: In addition, in the event that the merger agreement is terminated by Eldorado, prior to the MTR stockholders approving the MTR merger and the merger agreement, because either: Eldorado for any expenses and fees it has actually incurred in connection with the transactions contemplated by the merger agreement.

In no event will MTR be required to pay more than one termination fee. How important is my vote? Accordingly, if you abstain or fail to vote your shares "FOR" approval and adoption of the merger agreement and the mergers, this will have the same effect as voting your shares "AGAINST" approval and adoption of the merger agreement and the mergers.

If the merger agreement and the mergers are not approved by the MTR stockholders, the mergers cannot be completed and the anticipated benefits of the mergers will not be received.

Who can answer any questions I may have about the special meeting or the mergers? In addition to solicitations by mail, MTR may use its directors, officers and employees, who will not be specially compensated, to solicit proxies from MTR stockholders, either personally or by telephone, facsimile, letter or other electronic means, such as by e-mail or by making use of MTR's website for such purpose.

We have included page references parenthetically to direct you to a more complete description of the topics presented in this summary. The Merger Agreement and the Mergers. We encourage you to read the merger agreement, as amended, in its entirety. It is the principal document governing the mergers and the other related transactions. Structure of the Mergers page Under the terms of the merger agreement, MTR and Eldorado are entering into a strategic business combination that will be effected through the following mergers: The holders of MTR common stock and Eldorado membership interests prior to the mergers will together own all of the outstanding shares of ERI common stock following the mergers.

Consideration to be Received in the Mergers page Members of Eldorado will receive cash in lieu of fractional shares of ERI. Treatment of Equity-Based Awards page Pursuant to the terms of each MTR stock plan, any unvested awards granted pursuant to an MTR stock plan will vest upon the effective date of the merger and both vested and unvested equity awards granted under an MTR stock plan will be converted into the right to receive shares of ERI common stock or will be exchanged for, or settled in, shares of ERI common stock.

Specifically, each option or other right to acquire MTR common stock granted under any MTR stock plan outstanding immediately prior to the completion of the mergers, whether vested or unvested, will automatically become, after the completion of the mergers, an option or right to purchase the same number of shares of ERI common stock as the number of shares of MTR common stock that were subject to such MTR stock option immediately prior to the completion of the mergers.

The exercise price per share of ERI common stock subject to any such MTR stock option at and after the completion of the mergers will be equal to the exercise price per share of MTR common stock subject to such MTR stock option immediately prior to the completion of the mergers. All other terms, except vesting requirements, applicable to such MTR stock option will remain the same. No further vesting, lapse, or other restrictions under the terms of the prior award agreement applicable to such MTR RSU will apply.

Opinion of Macquarie Capital page Interests of Directors and Executive Officers in the Mergers page MTR stockholders should note that some MTR directors and executive officers have interests in the mergers as directors or officers that are different from, or in addition to, the interests of other MTR stockholders.

Conditions to the Completion of the Mergers page The obligations of MTR and Eldorado to complete the mergers are subject to the satisfaction of the following conditions: The obligation of Eldorado to complete the mergers is further subject to the satisfaction or waiver of the following conditions: In addition, the obligation of MTR to complete the mergers is further subject to the satisfaction or waiver of the following conditions: None of MTR, Eldorado or ERI can provide assurance as to when or if all of the conditions to the mergers can or will be satisfied or waived by the appropriate party.

In the event that a material condition to the completion of the mergers is waived, MTR intends to resolicit stockholder approval of the merger agreement. Termination of the Merger Agreement page The merger agreement may be terminated at any time prior to the completion of the mergers by the mutual written consent of MTR and Eldorado, authorized by their respective boards. It can also be terminated by either MTR or Eldorado under certain specified circumstances, including if: Subject to specified conditions, the merger agreement may be terminated by Eldorado if: Subject to specified conditions, the merger agreement may be terminated by MTR if: The merger agreement restricts the ability of each of MTR and Eldorado to solicit or engage in discussions or negotiations with a third party regarding a proposal to acquire a significant interest in MTR or Eldorado, respectively.

If, however, prior to obtaining the approval of its stockholders, MTR receives an unsolicited proposal from a third party and MTR's board of directors determines in good faith, after consultation with its outside legal counsel and financial advisor, that it would be a breach of such directors' fiduciary duties not to engage in discussions relating to such proposal, MTR may furnish information to the third party and engage in negotiations regarding such proposal with the third party, subject to specified conditions.

Upon completion of the mergers, the ERI board of directors will be comprised of five to seven directors selected by Eldorado prior to the completion of the mergers. At least a majority of the ERI directors must satisfy the independence requirements of the Nasdaq Stock Market and the ERI amended and restated certificate of incorporation and amended and restated bylaws. Following the completion of the mergers, Gary L. Jones will serve as Chief Financial Officer of ERI, in each case until their successors have been duly elected or appointed and qualified.

In addition, it is expected that the following persons will become executive officers of ERI following the closing and will assume the positions indicated below: From time to time prior to closing of the mergers, decisions may be made with respect to the management and operations of ERI following the completion of the mergers, including the selection of additional executive officers of ERI.

Litigation Relating to the Mergers page The actions generally allege, among other things, that MTR's directors breached their fiduciary duties by approving the merger agreement and the mergers at an unfairly low price, and by agreeing to certain provisions in the merger agreement, which allegedly make it less likely that other bidders would make successful competing offers for MTR.

Accounting Treatment page The mergers will be accounted for as a reverse acquisition of MTR by Eldorado under accounting principles generally accepted in the United States. Under the reverse acquisition rules, the acquiring entity in an exchange effected through an exchange of equity interest is identified through consideration of all pertinent facts and circumstances, including: Because all of the initial members of ERI's Board of Directors will be selected by Eldorado, certain former members of Eldorado will control the largest blocks of voting shares in ERI with the remaining shares of ERI being owned in smaller amounts by a diverse group of investors, and the Chief Operating Officer, the Chief Financial Officer and other key management of Eldorado will assume leadership positions at ERI upon consummation of the mergers, Eldorado is considered to be the acquirer of MTR for accounting purposes.

This means that Eldorado will apply the purchase method of accounting and the assets and liabilities of MTR will be recorded, as of completion of the mergers, at their respective fair values and added to the carrying value of Eldorado.

The reported financial condition and results of operations of ERI after completion of the mergers will reflect MTR's and Eldorado's balances and results after completion of the mergers, but will not be restated retroactively to reflect the historical financial position or results of operations of MTR. Following completion of the mergers, the earnings of the combined company will reflect purchase accounting adjustments, including increased amortization and depreciation expense for acquired assets.

The tax consequences of the mergers will depend on the specific situation. Accordingly, you are urged to consult your own tax advisors to determine the U. Regulatory Matters page The approval of, among others, the following regulatory authorities, which we collectively refer to as the Gaming Authorities, must be obtained before the mergers can be completed: In addition, prior to completing the mergers, the applicable waiting period under the U.

Each of MTR, Eldorado and ERI is in the process of obtaining the remaining approvals required by applicable law or regulations for the completion of the mergers. Shares held back and not issued at closing, which we refer to as the Retained Consideration; and. Notwithstanding any provision in the merger agreement to the contrary, the number of shares of ERI common stock issuable at the closing as Eldorado Merger Shares shall be reduced by the number of shares equal to the Retained Consideration.

The Special Meeting page The MTR special meeting will be held at. Only holders of record of MTR common stock at the close of business on the MTR record date will be entitled to receive notice of and to vote at the MTR special meeting and any adjournment or postponement thereof. MTR common stock entitles the holder to one vote on each proposal to be considered at the MTR special meeting.

MTR currently expects that MTR's directors and executive officers will vote their shares in favor of the merger agreement and the mergers, although none of them has entered into any agreements obligating them to do so. Information About the Companies. MTR considers these three properties, which are located in contiguous states, to be its core assets. Eldorado HoldCo is a Nevada limited liability company that through subsidiaries owns and operates hotel and gaming properties in Reno, Nevada and Shreveport, Louisiana.

Eldorado, through a wholly owned subsidiary, also currently owns an approximate It is a requirement of the merger agreement that Eldorado divest itself of its interests in the Tamarack Junction Casino before the closing of the transactions with MTR. ERI was formed in connection with the merger agreement and the mergers for the purpose of holding MTR and Eldorado as direct wholly owned subsidiaries following completion of the mergers.

The financial statements of ERI have not been included because it has not commenced any operations and has no assets or liabilities.

Upon the completion of the mergers, Ridgeline Acquisition Corp. MTR announced that its board of directors would review each of these proposals carefully and consistent with its fiduciary and legal duties. Company Z had indicated that the acquisition would not be subject to any financing contingency. Eldorado agreed to fund this increase in cash consideration with its available cash on hand.

In connection with the amendment to the merger agreement, MTR and Eldorado agreed to amend certain other provisions in the merger agreement to, among other things: The MTR board of directors has, consistent with its fiduciary duties and in consultation with its financial and legal advisors, has terminated all discussions and negotiations with JEI and Company Z regarding their respective proposals.

In the opinion of MTR management, this information reflects a fair presentation of this data for those dates. The following should be read in conjunction with the annual, quarterly and special reports, proxy statements and other business and financial information MTR files with the SEC. GAAP" and are not included in this document. You should not assume the results of operations for any past periods indicate results for any future period.

See "Incorporation of Certain Documents by Reference" on page The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year. Statement of Operations Data: In the opinion of Eldorado's management, this information reflects a fair presentation of this data for those dates. Eldorado is a private company and is not subject to periodic reporting requirements under the Exchange Act. You should not assume the results of operations for any past periods are indicative of results for any future period.

Consolidated Statement of Operations Data: Net cash provided by used in: Consolidated Balance Sheet Data: The amounts have been expensed in accordance with the applicable accounting guidance for business combinations. Such impairment charge eliminated Eldorado's remaining investment in Silver Legacy. At such time, Eldorado recognized its share of Silver Legacy's suspended net losses not recognized during the period the equity method of accounting was discontinued and resumed the equity method of accounting for its investment.

Because holders of membership interests in Eldorado Resorts are required to include their respective shares of Resorts' taxable income loss in their individual income tax returns, Eldorado has made distributions to its members to cover such liabilities.

Earnings represent net income loss plus fixed charges. Fixed charges represent interest expense, whether expensed or capitalized, the interest component of rent expense and amortization of debt issuance costs.

The effective rate of interest on borrowings under the Term Loan was 3. The following tables present selected unaudited pro forma condensed combined financial data from ERI's consolidated statements of operations and balance sheet. This unaudited pro forma condensed combined financial data was prepared using the acquisition method of accounting with Eldorado considered the accounting acquirer of MTR. The selected unaudited pro forma condensed combined financial data does not represent the impact of possible business model changes or potential changes to asset valuations due to changes in market conditions.

The unaudited pro forma condensed combined financial data also does not consider any potential impacts of changes in market conditions on revenues, expense efficiencies, asset dispositions, and share repurchases, among other factors. Future results may vary significantly from the results reflected because of various factors, including those discussed in the section entitled "Risk Factors" beginning on page The following selected unaudited pro forma condensed combined financial data.

The ERI pro forma per share data was derived by combining information from the historical consolidated financial statements of MTR and Eldorado and giving effect to the mergers under the acquisition method of accounting for business combinations. The pro forma data below is presented for illustrative purposes only and you should not rely on the pro forma per share data as indicative of actual results had the mergers occurred in the past, or of future results ERI will achieve after the merger.

Risk Factors Relating to the Mergers. MTR stockholders and Eldorado members cannot be sure of the market price of the ERI common stock they will receive as consideration. Shares of ERI common stock are not currently listed for trading on a national securities exchange, although such shares will be approved for listing on the Nasdaq Stock Market prior to the completion of the mergers. Although shares of MTR are currently listed for trading on the Nasdaq Stock Market, membership interests of Eldorado are not listed for trading on a national securities exchange and Eldorado has not been subject to the reporting requirements of the Exchange Act.

In addition, after completion of the mergers, the trading price of ERI common stock will be dependent on a number of conditions, including general market and economic conditions, changes in the MTR and Eldorado businesses prior to the completion of the mergers, operations and prospects, and regulatory considerations, among other things. Some of these factors and conditions are beyond the control of MTR and Eldorado.

In addition, although the shares of ERI common stock issuable in the mergers will be listed on the Nasdaq Stock Market upon completion of the mergers, an active public market may not develop or be sustained after the completion of the mergers, which could affect the ability to sell, or depress the market price of, shares of ERI common stock. ERI cannot predict the extent to which a trading market will develop or how liquid that market might become.

MTR stockholders may receive a form of consideration different from what they elect. As a result, if the aggregate cash election by MTR stockholders exceeds the maximum available, some consideration received by MTR stockholders who elected cash will be in a form that they did not choose.

The total number of shares of MTR common stock that will be converted into the right to receive cash will in no event exceed 5,, shares, which we refer to as the Cash Election Shares Limit. Within three business days after the consummation of the mergers as contemplated by the merger agreement, which we refer to as the effective time, if the cash consideration option is oversubscribed, ERI will cause the exchange agent to effect the allocation among the former holders of MTR common stock of rights to receive the MTR merger consideration as follows: MTR stockholders who make elections may be unable to sell their shares in the market pending the mergers.

MTR stockholders may elect to receive cash, stock or mixed consideration in the mergers by completing an election form that will be sent under separate cover and is not being provided with this document. Elections will require that stockholders making the election turn in their MTR stock certificates. This means that during the time between when the election is made and the date the mergers are completed, MTR stockholders will be unable to sell their MTR common stock.

If the mergers are unexpectedly delayed, this period could extend for a significant period of time. MTR stockholders can shorten the period during which they cannot sell their shares by delivering their election shortly before the election deadline. However, elections received after the election deadline will not be accepted or honored. MTR stockholders will have a reduced ownership and voting interest after the mergers and will exercise less influence over management. The remaining outstanding shares of ERI will be issued to the owners of Eldorado in connection with the completion of the mergers.

The market price for ERI common stock may be affected by factors different from those that historically have affected MTR. MTR's and Eldorado's businesses are located in different geographic markets and are subject to local and regional as well as national economic conditions and are also affected by local weather conditions. In addition, unlike MTR, Eldorado's businesses do not involve horse racing, which may be subject to different risks than those affecting Eldorado's businesses.

Moreover, MTR and Eldorado are also subject to regulation by different state regulatory authorities and operate under different state laws and regulations. Further, MTR is currently a public company and Eldorado is currently a private company. Following the completion of the mergers, ERI will be a public company, and its business and operations, including the business and operations conducted by Eldorado prior to the completion of the mergers, will be subject to public company requirements, including periodic reporting requirements,.

The market price of ERI common stock may be affected by ERI's ability to comply with such requirements, which will not have been applicable to Eldorado prior to the completion of the mergers. ERI may fail to realize the anticipated benefits of the mergers. The success of the mergers will depend on, among other things, ERI's ability to combine the businesses of Eldorado and MTR in a manner that permits growth opportunities and does not materially disrupt the existing businesses of MTR or Eldorado.

If ERI is not able to successfully achieve these objectives, the anticipated benefits of the mergers may not be realized fully or at all or may take longer to realize than expected. Eldorado and MTR have operated and, until the completion of the mergers, will continue to operate, independently. Certain employees of MTR and Eldorado may not be employed after the mergers. In addition, employees of MTR and Eldorado that ERI wishes to retain may elect to terminate their employment as a result of the mergers, which could delay or disrupt the integration process.

It is possible that the integration process could result in the disruption of Eldorado's or MTR's ongoing businesses or cause issues with standards, controls, procedures and policies that adversely affect the ability of Eldorado or MTR to maintain relationships with customers and employees or to achieve the anticipated benefits of the mergers.

The market price of ERI common stock may decline if, among other factors, the integration of the MTR and Eldorado businesses is unsuccessful, the operational cost savings estimates are not realized or the transaction costs related to the mergers are greater than expected.

The market price of ERI common stock also may decline if ERI does not achieve the perceived benefits of the mergers as rapidly as, or to the extent, anticipated by industry analysts or if the effect of the mergers on ERI's financial results is not consistent with the expectations of industry analysts.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met. In addition, these regulatory bodies may impose conditions on the granting of such approvals.

Such conditions and the process of obtaining regulatory approvals could have the effect of delaying completion of the mergers or of imposing additional costs or limitations on ERI following the mergers. The merger agreement may be terminated in accordance with its terms and the mergers may not be completed. The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the mergers.

These conditions to the closing of the mergers may not be fulfilled and, accordingly, the mergers may not be completed. In addition, Eldorado or MTR may elect to terminate the merger agreement in certain other circumstances. Termination of the merger agreement could negatively impact MTR and Eldorado. In the event the merger agreement is terminated, MTR's or Eldorado's business may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the mergers, and the market price of MTR common stock might decline to the extent that the current market price reflects a market assumption that the mergers will be completed.

If the merger agreement is terminated and MTR's or Eldorado's board of directors seeks another merger or business combination, MTR stockholders or Eldorado members as applicable cannot be certain that MTR or Eldorado will be able to find a party willing to offer equivalent or more attractive consideration than the merger consideration provided in the mergers. MTR and Eldorado will be subject to business uncertainties and contractual restrictions while the mergers are pending.

Uncertainty about the effect of the mergers on employees and customers may have an adverse effect on MTR or Eldorado and consequently on ERI. These uncertainties may impair MTR's or Eldorado's ability to attract, retain and motivate key personnel until the mergers are completed, and could cause customers and others that deal with MTR or Eldorado to seek to change existing business relationships, cease doing business with MTR or Eldorado or cause potential new customers to delay doing business with MTR, Eldorado or ERI until the mergers have been successfully completed.

Retention of certain employees may be challenging during the pendency of the mergers, as certain employees may experience uncertainty about their future roles or compensation structure.

If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the business, ERI's business following the mergers could be negatively impacted. In addition, the merger agreement restricts MTR and Eldorado from making certain acquisitions and taking other specified actions until the mergers are completed without the consent of the other party. These restrictions may prevent MTR or Eldorado from pursuing attractive business opportunities that may arise prior to the completion of the mergers.

MTR and Eldorado directors and officers may have certain interests in the mergers that are different from, or in addition to or in conflict with, interests of MTR stockholders. These interests may be perceived to have affected their decision to support or approve the MTR merger. The interests of some of the directors and executive officers of MTR and Eldorado may be different from those of MTR stockholders, and directors and officers of MTR and Eldorado may be participants in arrangements that are different from, or are in addition to, those of MTR stockholders.

These interests may present such directors or executive officers with actual or potential conflicts of interest. Wagner on the ERI board of directors, and continued indemnification and insurance with respect to claims arising out of or from services to MTR and Eldorado.

The merger agreement contains provisions that may discourage other companies from trying to acquire MTR or Eldorado for greater merger consideration and may require MTR to pay a termination fee.

The merger agreement contains provisions that may discourage a third party from submitting a business combination proposal to MTR or Eldorado that might result in greater value to MTR's stockholders or Eldorado's members than the mergers. These provisions include a general prohibition on MTR and Eldorado from soliciting, or, subject to certain exceptions, entering into discussions with any third party regarding any acquisition proposal or offers for competing transactions.

The unaudited pro forma condensed combined financial information in this document is presented for illustrative purposes only and is not necessarily indicative of what ERI's actual financial condition or results of operations would have been had the mergers been completed on the dates indicated.

The unaudited pro forma condensed combined financial information reflects adjustments, which are based. The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of MTR as of the date of the completion of the mergers.

Accordingly, the final acquisition accounting adjustments may differ materially from the unaudited pro forma adjustments reflected in this document. The opinion of MTR's financial advisor contains certain limitations and qualifications.

MTR has not obtained, and did not request, an updated opinion from its financial advisor as of the date of this document. Changes in the operations and prospects of MTR or Eldorado, general market and economic conditions and other factors that may be beyond the control of MTR or Eldorado, and on which MTR's financial advisor's opinion was based, may significantly alter the value of MTR or Eldorado, the trading price of MTR common stock by the time the mergers are completed or the future price at which ERI's common stock trades.

MTR's board of directors' recommendation that MTR stockholders vote "FOR" adoption of the merger agreement, however, is made as of the date of this document. The unaudited prospective financial information of Eldorado, Silver Legacy and MTR is based on various assumptions that may not prove to be correct. Neither MTR nor Eldorado know whether the assumptions they each made will prove correct. Any or all of such information may turn out to be wrong.

Such information can be adversely affected by inaccurate assumptions or by known or unknown risks and uncertainties, many of which are beyond the control of either MTR or Eldorado. As a result of these contingencies, actual future results may vary materially from the estimates of MTR and Eldorado, respectively. In view of these uncertainties, the inclusion of certain unaudited prospective financial.

The unaudited prospective financial information presented herein was prepared solely for internal use and not prepared with a view toward public disclosure or toward compliance with published guidelines of any regulatory or professional body.

Further, any forward-looking statement speaks only as of the date on which it is made. However, none of MTR, Eldorado or ERI undertakes any obligation to update the unaudited prospective financial information herein to reflect events or circumstances after the date such unaudited prospective financial information was prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances.

Neither report extends to the unaudited prospective financial information and should be read to do so. The actions generally allege, among other things, that MTR's directors breached their fiduciary duties by approving the merger agreement and the mergers at an unfairly low price and by agreeing to certain provisions in the merger agreement that allegedly make it less likely that other bidders would make successful competing offers for MTR, and that the directors breached their fiduciary duties by providing stockholders with allegedly deficient disclosures about the proposed transaction.

The outcome of any such legal proceeding is inherently uncertain and the defense or settlement of any lawsuit or claim may have a material adverse effect on ERI's business, financial condition or results of operations. MTR and Eldorado will incur substantial transaction-related costs in connection with the mergers.

MTR and Eldorado have incurred, and expect to continue to incur, a number of non-recurring transaction-related costs associated with completing the mergers, combining the operations of the two companies and achieving desired synergies. These fees and costs have been, and will continue to be, substantial.

Non-recurring transaction costs include, but are not limited to, fees paid to legal, financial and accounting advisors, severance and benefit costs, filing fees and printing costs. Additional unanticipated costs may be incurred in the integration of the businesses of MTR and Eldorado. These costs may be higher than expected and could have a material adverse effect on MTR's and Eldorado's financial conditions and operating results.

There can be no assurance that the elimination of certain duplicative costs, as well as the realization of other efficiencies related to the integration of the two businesses, will offset these and other incremental transaction-related costs over time.

Thus, any net benefit may not be achieved in the near term, the long term or at all. ERI will have significant indebtedness. The credit facility and notes of Eldorado are secured by substantially all assets of Eldorado. The credit facility and notes of Silver Legacy are secured by substantially all assets of Silver Legacy. This indebtedness may have important negative consequences for ERI, including: ERI's ability to make payments of the principal and interest on and refinance its indebtedness will depend on its future performance, its ability to generate cash flow and market conditions, each of which is subject to economic, financial, competitive and other factors beyond its control.

ERI's business may be unable to continue to generate cash flow from operations sufficient to service its debt and make necessary capital expenditures. If ERI is unable to generate such cash flow, it may be required to adopt one or more alternatives, such as selling assets, restructuring debt, undertaking additional borrowings or issuing additional debt or obtaining additional equity capital on terms that may be onerous or highly dilutive.

The failure to comply with the terms of its indebtedness could result in an event of default which, if not cured or waived, could have a material negative effect on ERI. ERI's ability to refinance all or a portion of its indebtedness will depend on the capital markets, the credit markets and its financial condition at such time. ERI may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in increased financing costs or a default on its debt obligations.

Eldorado's, MTR's and Silver Legacy's indentures contain, and their future debt agreements may contain, covenants that could significantly restrict our operations. The agreements governing the indebtedness of Eldorado, MTR and Silver Legacy contain, and any of our future debt agreements might contain, numerous covenants imposing financial and operating restrictions on our business. These restrictions might affect our ability to operate our business, might limit our ability to take advantage of potential business opportunities as they arise and might adversely affect the conduct of our current business, including by restricting our ability to finance future operations and capital needs and limiting our ability to engage in other business activities.

These covenants will place restrictions on our ability and the ability of our operating subsidiaries to, among other things: Eldorado's, MTR's and Silver Legacy's credit facilities also include certain financial and other covenants, including maintaining certain total leverage and earnings to fixed charge ratios as well as restrictions on capital expenditures. Our ability to comply with these provisions may be affected by general economic conditions, industry conditions and other events beyond our control.

If they fail to comply with a financial covenant or other restriction contained in the agreements governing their indebtedness, an event of default could occur. An event of default could result in acceleration of some or all of the applicable indebtedness and the inability to borrow additional funds. We do not have, and. Servicing debt and funding other obligations requires a significant amount of cash, and our ability to generate sufficient cash depends on many factors, some of which are beyond our control.

Our ability to make payments on and refinance our indebtedness and the indebtedness of Eldorado, MTR and Silver Legacy and to fund our and their operations and capital expenditures depends upon our ability to generate cash flow and secure financing in the future.

Our ability to generate future cash flow depends, among other things, upon: Some of these factors are beyond our control. We cannot assure you that Eldorado's, MTR's, or Silver Legacy's businesses will generate cash flow from operations or that future debt or equity financings will be available to us to enable us to pay their indebtedness or to fund other needs.

As a result, any of them may need to refinance all or a portion of their indebtedness on or before maturity. We cannot assure that we will be able to refinance any of their indebtedness on favorable terms, or at all. Any inability to generate sufficient cash flow or refinance their indebtedness on favorable terms could have a material adverse effect on our financial condition.

The operating agreement of Silver Legacy contains a buy-sell provision which, if exercised by either partner, could adversely affect us. If either member should make such an offer, the operating agreement requires the other member to either sell its membership interest or purchase the membership interest of the offering member, in either case, at the price proposed by the offering member.

An election by either member to exercise its buy-sell right, which would result in the buyout of one of the members, could adversely impact its operations, depending, among other things, on its ability to respond to an offer from the other member and the price at which any offer is made. MGM Resorts International has significantly greater resources than we have. If an offer by either member results in the purchase of its interest in Silver Legacy, the sale of the interest could adversely affect, or result in the termination of, any existing arrangements or agreements Eldorado may have with Silver Legacy or the other member, or otherwise adversely impact us.

The market price of ERI's common stock could fluctuate significantly. The market price of ERI's common stock may be volatile and subject to wide fluctuations. In addition, the trading volume of ERI's common stock may fluctuate and cause significant price.

Some of the factors that could cause fluctuations in, or have a material adverse effect on, the stock price or trading volume of ERI's common stock include: We cannot assure you that the stock price of ERI common stock will not fluctuate or decline significantly in the future. In addition, the stock market in general can experience considerable price and volume fluctuations that may be unrelated to ERI's performance.

If the market price of ERI common stock fluctuates significantly, ERI may become the subject of securities class action litigation which may result in substantial costs and a diversion of management's attention and resources.

ERI has not yet determined its dividend policy and may not pay dividends. ERI has not yet determined its dividend policy, but it does not currently expect to pay dividends on its common stock.

Any determination to pay dividends in the future will be at the discretion of the ERI board of directors and will depend upon among other factors, ERI's earnings, cash requirements, financial condition, requirements to comply with the covenants under its debt instruments, legal considerations, and other factors that the ERI board of directors deems relevant.

If ERI does not pay dividends, then the return on an investment in its common stock will depend entirely upon any future appreciation in its stock price. There is no guarantee that ERI's common stock will appreciate in value or maintain its value. ERI is a holding company and will depend on its subsidiaries for dividends, distributions and other payments.

At the completion of the mergers, ERI will be structured as a holding company, a legal entity separate and distinct from its subsidiaries. ERI's only significant asset is the capital stock or other equity interests of its operating subsidiaries. As a holding company, ERI will conduct all of its business through its subsidiaries. Consequently, ERI's principal source of cash flow, including cash flow to pay dividends, will be dividends and distributions from its subsidiaries.

If ERI's subsidiaries are unable to make dividend payments or distributions to it and sufficient cash or liquidity is not otherwise available, ERI may not be able to pay dividends. In addition, ERI's right to participate in a distribution of assets upon a subsidiary's liquidation or reorganization will be subject to the prior claims of the subsidiary's creditors.

The volatility and disruption of the capital and credit markets and adverse changes in the U. During recent years, a confluence of many factors has contributed to diminished expectations for the U. These factors include the availability and cost of credit, declining business and consumer confidence and increased unemployment. These conditions have combined to create an unprecedented level of market volatility, which could negatively impact our ability to access capital and financing including financing necessary to refinance our existing indebtedness , on terms and at prices acceptable to us, that we would otherwise need in connection with the operation of our businesses.

Commencing with the quarter in which the mergers are consummated, ERI will be required to meet these standards in the course of preparing its financial statements, including the results with respect to both MTR and Eldorado.

Additionally, ERI's independent registered public accounting firm will be required to attest to the effectiveness of ERI's internal control over financial reporting on an annual basis. The rules governing the standards that must be met for ERI's management to assess internal control over financial reporting are complex and require significant documentation, testing and possible remediation.

Following the mergers it is possible that ERI's internal control over financial reporting will not meet all of the requirements of the Sarbanes-Oxley Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States, or GAAP.

For instance, in December , Eldorado determined that an error in its financial statements occurred related to the recognition of their share of the net earnings losses of Silver Legacy under the equity method of accounting. This error was the result of Eldorado's failure to design proper controls to identify, evaluate and properly account for the equity in earnings losses of unconsolidated affiliates, and the lack of proper controls resulted in a material weakness in internal control over financial reporting as defined in Public Company Accounting Oversight Board Auditing Standard No.

If our remedial measures are insufficient to address the material weakness or if additional material weaknesses or significant deficiencies in our internal control are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to restate our financial results.

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