PROVIDENCE, R.I., Oct. 27, 2020 /PRNewswire/ -- Twin River
Worldwide Holdings, Inc. (NYSE: TRWH) today announced that it has
entered into an agreement to acquire the Tropicana Evansville
casino operations from Caesars Entertainment, Inc. (NASDAQ:
CZR) for $140 million. As a result of
the transaction structure, Twin River will make the acquisition
without any cash outlay.
As part of the acquisition, Gaming and Leisure Properties, Inc.
("GLPI"), a publicly traded gaming-focused real estate investment
trust ("REIT"), will acquire the Evansville casino real estate for $340 million and lease it back to Twin River for
$28 million/year in rent, subject to
escalation. As a result, Twin River will acquire the Evansville facility, which had $32 million in 2019 EBITDA (after $28 million pro forma for the lease), at a
multiple of 4.4x 2019 rent-adjusted EBITDA. As part of the
transaction, GLPI will acquire the real estate at Twin River's
Dover, Delaware facility for
$144 million and lease it back to
Twin River for $12 million/year in
rent, subject to escalation.
Twin River will also acquire unencumbered rights to the sports
betting and iGaming skins associated with the Evansville operations to access the growing
Indiana market as part of the
transaction.
"This transaction is consistent with our core strategy of
acquiring strategic gaming assets at attractive valuations and,
importantly, represents the Company's entry into a 10th
state. It also provides us with access to an attractive
Indiana gaming market, in which we
will look to significantly advance our mobile and online sports
betting and iGaming initiatives," said George Papanier, President and Chief Executive
Officer. "We believe this property is a great fit for our
portfolio. We are acquiring the operations at a value accretive
multiple, while also enhancing our interactive offerings."
The total consideration for the transaction represents an
implied proforma purchase multiple of 4.4x earnings before
interest, taxes, depreciation and amortization ("Evansville's 2019 EBITDA") for the period
ended December 31, 2019, after
accounting for the $28 million in
expected annual rent payments to GLPI with respect to the
Evansville property. The multiple
excludes the impact of any potential cost synergies or possible
revenue enhancement opportunities from operational improvements.
Based on Evansville's 2019 EBITDA,
the acquisition is expected to be immediately accretive to Twin
River's earnings and EBITDA.
Tropicana Evansville has 79,000 square feet of enclosed space,
including 45,000 square feet of casino floor, four dining venues, a
race and sportsbook and back of house space. The complex also
includes 11,000 square feet of convention space adjacent to the
casino, and a Riverfront Event Center located across the street,
which includes 10,000 square feet of convention space overlooking
the Ohio River.
After acquisition of this property and taking into consideration
four additional properties currently under contract, Twin River
will operate 15 properties in ten states.
The transaction is expected to close in mid-2021, subject to
receipt of required regulatory approvals and other customary
closing conditions.
Advisors
Jones Day and Citizens Capital
Markets, Inc. represented Twin River on this transaction.
About Twin River
Twin River Worldwide Holdings, Inc. currently owns and operates
nine casinos across five states, a horse racetrack, and 13
authorized OTB licenses in Colorado. With over 3,600 employees, Twin
River's operations include 10,359 slot machines or VLTs, 300 game
tables and 1,290 hotel rooms. Properties include Twin River Casino
Hotel (Lincoln, RI), Tiverton
Casino Hotel (Tiverton, RI), Hard
Rock Hotel & Casino (Biloxi,
MS), Casino Vicksburg (formerly Lady Luck Casino Vicksburg
in Vicksburg, MS), Dover Downs
Hotel & Casino (Dover, DE),
Casino KC (Kansas City, MO),
Golden Gates Casino (Black Hawk, CO), Golden Gulch Casino
(Black Hawk, CO), Mardi Gras Casino (Black Hawk, CO), and Arapahoe Park racetrack
(Aurora, CO). Its shares trade on
the New York Stock Exchange under the ticker symbol "TRWH."
Forward-Looking Statements
This communication contains "forward-looking" statements as that
term is defined in the federal securities laws. All statements,
other than historical facts, including future financial and
operating results and Twin River's plans, objectives, expectations
and intentions, legal, economic and regulatory conditions are
forward-looking statements.
Forward-looking statements are sometimes identified by words
like "may," "will," "should," "potential," "intend," "expect,"
"endeavor," "seek," "anticipate," "estimate," "overestimate,"
"underestimate," "believe," "could," "project," "predict,"
"continue," "target" or other similar words or expressions.
Forward-looking statements are based upon current plans, estimates
and expectations that are subject to risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated or
anticipated by such forward-looking statements. The inclusion of
such statements should not be regarded as a representation that
such plans, estimates or expectations will be achieved. Important
factors that could cause actual results to differ materially from
such plans, estimates or expectations include, (1) that one or more
closing conditions to proposed transactions, including regulatory
approvals, may not be satisfied or waived, on a timely basis or
otherwise, including that a governmental entity may prohibit, delay
or refuse to grant approval for the consummation of the proposed
transactions or may require conditions, limitations or restrictions
in connection with such approvals; (2) the risk that the proposed
transactions may not be completed on the terms or in the time frame
expected, or at all; (3) unexpected costs, charges or expenses
resulting from the proposed transactions; (4) the occurrence of any
event that could give rise to the termination of the proposed
transactions, including under circumstances that require Twin River
to pay a reverse termination fee; (5) risks related to acquisitions
and the integration of the businesses and assets acquired; (6) the
financial performance of the acquired businesses; (7)
potential adverse reactions or changes to business or employee
relationships, including those resulting from the completion of the
proposed transactions; (8) the possibility that the anticipated
operating results and other benefits of the proposed transactions
are not realized when expected or at all; (9) local risks including
proximate competition, potential competition, legislative risks and
local relationships; (10) uncertainty surrounding the ongoing
COVID-19 outbreak; and (11) other risk factors as detailed under
Part I. Item 1A. "Risk Factors" of Twin River's Annual Report on
Form 10-K for the fiscal year ended December
31, 2019 as filed with the Securities and Exchange
Commission ("SEC") on March 13, 2020
and Twin River's subsequent Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2020 and
June 30, 2020 as filed with the "SEC"
on May 14, 2020 and August 13, 2020, respectively. The foregoing list
of important factors is not exclusive. Any forward-looking
statements speak only as of the date of this communication. Twin
River does not undertake any obligation to update any
forward-looking statements, whether as a result of new information
or development, future events or otherwise, except as required by
law. Readers are cautioned not to place undue reliance on any of
these forward-looking statements.
Investor Contact
Steve Capp
Executive Vice President and Chief Financial Officer
401-475-8564
InvestorRelations@twinriver.com
Media Contact
Liz Cohen
Kekst CNC
212-521-4845
Liz.Cohen@kekstcnc.com
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SOURCE Twin River Worldwide Holdings, Inc.