Eldorado Resorts Completes Tropicana Entertainment Acquisition

Transaction Further Expands Eldorado’s Scale and Geographic Reach
to 26 Gaming Facilities in Twelve States

RENO, Nev.–(BUSINESS WIRE)–Eldorado Resorts, Inc. (NASDAQ: ERI) (“Eldorado,” “ERI,” or “the
Company”) announced today that it completed its previously announced
acquisition of Tropicana Entertainment Inc. (OTCQB: TPCA) (“Tropicana”).
The transaction further increases the Company’s scale and is expected to
be immediately accretive to Eldorado’s free cash flow and diluted
earnings per share, inclusive of identified expected cost synergies of
approximately $40 million expected to be realized in Eldorado’s first
year of operation of Tropicana (and giving effect to the master lease
described below). The combination creates a premier, diversified
regional gaming platform with combined annual revenue of more than $2.7
billion and combined adjusted EBITDA (earnings before interest, taxes,
depreciation and amortization) of approximately $697 million (before
rent and after giving effect to the realization of synergies), in each
case for the twelve months ended June 30, 2018 and giving effect to the
acquisition of Grand Victoria Casino and the previously announced
dispositions of Presque Isle Downs and Lady Luck Nemacolin.

Under the terms of the transaction, valued at approximately $1.85
billion, a subsidiary of Eldorado merged into Tropicana and Tropicana
became a wholly owned subsidiary of Eldorado. Immediately prior to the
merger, Tropicana sold Tropicana Aruba Resort and Casino and Gaming and
Leisure Properties (NASDAQ: GLPI) (“GLPI”) acquired substantially all of
Tropicana’s real estate, other than the real estate underlying MontBleu
Casino Resort & Spa and Lumière Place Casino and Hotel (“Lumière
Place”), for approximately $964 million and Eldorado acquired the real
estate underlying Lumière Place for $246 million. Eldorado also entered
into a 15-year master lease with GLPI pursuant to which Eldorado will
lease the Tropicana real estate acquired by GLPI. Eldorado funded the
purchase of the real estate underlying Lumière Place with the proceeds
of a loan from GLPI and funded the $640 million of consideration payable
by Eldorado in the merger and the repayment of amounts outstanding under
the Tropicana credit facility with cash on hand at Eldorado and
Tropicana, borrowings under Eldorado’s revolving credit facility and
proceeds from its previously-announced offering of $600 million in
aggregate principal amount of 6% senior notes due 2026. Eldorado will
pay GLPI approximately $110 million in rent and interest in the first
year.

The acquisition of Tropicana brings to Eldorado the operating assets of
seven casinos in six states, including Nevada (the Tropicana Laughlin
Hotel and Casino and the MontBleu Casino Resort & Spa in South Lake
Tahoe), Indiana (Tropicana Evansville), Louisiana (Belle of Baton Rouge
Casino & Hotel), Mississippi (Trop Casino Greenville), Missouri (Lumière
Place) and New Jersey (Tropicana Casino and Resort, Atlantic City).
These properties collectively include approximately 7,900 slot machines,
265 table games and approximately 5,400 hotel rooms, along with a number
of dining, retail and entertainment amenities. As a result, Eldorado’s
expanded property portfolio now features more than 27,500 slot machines
and VLTs, more than 800 table games, over 12,500 hotel rooms and nearly
20,000 team members.

Gary Carano, Chairman and Chief Executive Officer of Eldorado,
commented, “Our acquisition of Tropicana marks a continuation of
Eldorado’s successful history of rapid growth through strategic,
accretive acquisitions. Through this combination, we have significantly
expanded the scale of our gaming operations, further diversified our
geographic reach into new markets – some of which have already adopted
sports wagering legislation — and minimized market-specific risk. We
continue to focus on enhancing shareholder value through strategic
transactions, return-focused property enhancements and opportunistic
partnerships with third parties – including the Tropicana transaction,
the Grand Victoria acquisition and our recent agreements with The
Cordish Companies and William Hill PLC.

“We intend to reduce the initial purchase price multiple of the
Tropicana transaction as we implement a range of operating disciplines
designed to enhance margins by further improving customer service and
the customer experience while focusing on promotion and other spending
in all areas of the newly-acquired properties. We look forward to
welcoming Tropicana’s team members to the Eldorado Resorts family.”

Tom Reeg, President and Chief Financial Officer of Eldorado, added,
“With the acquisition of seven Tropicana properties, Eldorado enters two
new gaming jurisdictions and adds financial and geographic diversity to
our operating base. We have identified $40 million of synergies that we
expect to realize over the next year. We believe the financing structure
for the transaction, which includes a master lease of real estate
acquired by GLPI, allows us to maintain financial flexibility for
leverage reduction and continued transactional growth as we continue to
own the majority of the underlying real estate across our remaining
property portfolio.”

About Eldorado Resorts, Inc.

Eldorado Resorts is a leading casino entertainment company that owns and
operates twenty six properties in twelve states, including Colorado,
Florida, Illinois, Indiana, Iowa, Louisiana, Mississippi, Missouri,
Nevada, New Jersey, Ohio, and West Virginia. In aggregate, Eldorado’s
properties feature more than 27,500 slot machines and VLTs and 800 table
games, and over 12,500 hotel rooms. For more information, please visit www.eldoradoresorts.com.

Non-GAAP Measures

Adjusted EBITDA is a non-GAAP measurement. Eldorado defines adjusted
EBITDA as operating income (loss) before depreciation and amortization,
stock based compensation, transaction expenses, severance expense, costs
and income associated with the disposition of Presque Isle Downs and
Lady Luck Nemacolin and the terminated Vicksburg and Lake Charles sales,
impairment charges, equity in income of unconsolidated affiliates,
(gain) loss on the sale or disposal of property and equipment and other
regulatory gaming assessments, including the impact of the change in
regulatory reporting requirement. Tropicana defines adjusted EBITDA as
operating income (loss) before depreciation and amortization,
transaction expenses, (gain) loss on asset disposal, insurance
recoveries, real estate tax settlements and contract early termination
costs. Grand Victoria Casino defines Adjusted EBITDA as operating income
before depreciation and amortization, transaction expenses and
dividends. .

Forward-Looking Statements

This press release includes “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking
statements include statements regarding our strategies, objectives and
plans for future development or acquisitions of properties or
operations, as well as expectations, future operating results and other
information that is not historical information. When used in this
press release, the terms or phrases such as “anticipates,” “believes,”
“projects,” “plans,” “intends,” “expects,” “might,” “may,” “estimates,”
“could,” “should,” “would,” “will likely continue,” and variations of
such words or similar expressions are intended to identify
forward-looking statements. Although our expectations, beliefs
and projections are expressed in good faith and with what we believe is
a reasonable basis, there can be no assurance that these expectations,
beliefs and projections will be realized. There are a number of
risks and uncertainties that could cause our actual results to differ
materially from those expressed in the forward-looking statements which
are included elsewhere in this press release. Such risks,
uncertainties and other important factors include, but are not limited to
our ability to promptly and effectively integrate the business of
Eldorado, Tropicana and the Grand Victoria Casino and realize synergies
resulting from the combined operations of Eldorado and the acquired
companies; our ability to realize the expected benefits of our joint
ventures with William Hill and The Cordish Companies; our substantial
indebtedness and obligations under our master lease and the impact of
such obligations on our operations and liquidity; competition;
sensitivity of our operations to reductions in discretionary consumer
spending and changes in general economic and market conditions;
governmental regulations and increases in gaming taxes and fees in
jurisdictions in which we operate ; and other risks and
uncertainties described in our reports on Form 10-K, Form 10-Q and Form
8-K filed with the Securities and Exchange Commission.

In light of these and other risks, uncertainties and assumptions, the
forward-looking events discussed in this press release might not occur.
These forward-looking statements speak only as of the date of this
press release, even if subsequently made available on our website or
otherwise, and we do not intend to update publicly any forward-looking
statement to reflect events or circumstances that occur after the date
on which the statement is made, except as may be required by law.

Contacts

Thomas Reeg
President and Chief Financial Officer
Eldorado
Resorts, Inc.
775/328-0112
investorrelations@eldoradoresorts.com
or
Joseph
N. Jaffoni, Richard Land
JCIR
212/835-8500
eri@jcir.com