Eldorado Resorts LLC entered into a definitive agreement to acquire MTR Gaming Group, Inc. (NasdaqGS:MNTG) from a group of investors in a reverse merger transaction on September 9, 2013. The group of investors includes Jacobs Entertainment Inc., Jacobs Investments, Inc., Brigade Capital Management, LLC, Lafitte Capital Management, L.P., Arbiter Partners, L.P managed by Fort Hoosac Management, LLC and others. As part of the transaction, a cash election option will be offered at $5.15 per share for up to 5.8 million shares to MTR Gaming's current stockholders. MTR Gaming's remaining common shares will be exchanged for shares in the combined new company. Eldorado's owners would be issued 35.6 million shares, or approximately 55% of the total shares, in the combined new company valued at $5.15 per share. The combined new company will remain publicly traded and will be named Eldorado Resorts, Inc.

MTR would be obligated to pay Eldorado a termination fee of $5.0 million. MTR would also be obligated to reimburse Eldorado for its actual fees and expenses incurred in connection with the merger in an amount not to exceed $0.5 million in the event that MTR stockholders do not approve the transaction at the meeting of MTR stockholders called for that purpose. Gary Carano will be named the Chief Executive Officer of Eldorado Resorts, Inc. Eldorado Resorts, Inc.'s shall consist of not less than five Directors and not more than seven Directors.

On November 18, 2013, MTR Gaming Group, Inc. entered into an amendment agreement with Eldorado, where Eldorado increases its cash consideration payable to MTR Gaming Group's stockholders from $30 million to $35 million, an increase the implied per share amount payable to members of Eldorado from $5.15 per share to $6.05 per share, increase the amount of the termination fee that MTR Gaming Group is required to pay Eldorado from $5 million to $6 million and increase the maximum amount MTR Gaming Group may be required to reimburse Eldorado for its fees and expenses incurred from $0.5 million to $1 million.

The deal is subject to approval by the stockholders of MTR, the effectiveness of the registration statement to be filed with the SEC, the receipt of required regulatory and antitrust approvals, listing of Eldorado Resorts, Inc.'s common stock, escrow agreement, non-compete agreements and the combined adjusted EBITDA of MTR and Eldorado exceeding $115.0 million during the twelve months ending on the report date. Eldorado shareholders and Board of Directors of MTR and Eldorado have unanimously approved the deal which is expected to close in mid-2014. As on October 30, 2013, Joseph L. Billhimer was appointed as the President and Chief Operating Officer of MTR Gaming Group. As of November 20, 2013, Jacobs Entertainment supports Eldorado Gaming's proposal to MTR Gaming. As on January 7, 2014, United States Federal Trade Commission terminated Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”) in connection with the proposed combination of MTR and Eldorado. As per the announcement on May 13, 2014, MTR Gaming Group entered into Amendment No. 3 to definitive agreement entered between Eldorado Resorts LLC and MTR Gaming Group, Inc. on September 9, 2013. MTR continues to work closely with Eldorado on receiving the remaining gaming and racing regulatory and other customary approvals and anticipates closing in the third quarter of 2014 pending receipt of these approvals.

As of May 30, 2014, the transaction has been approved by the West Virginia State Lottery Commission, subject to final review of any material and substantive changes in the proposed combination that may occur after the date of its approval. As of June 19, 2014, The Louisiana Gaming Control Board approved the deal. The deal remains subject to certain conditions and approvals, including final regulatory approvals from gaming regulators in Nevada, Ohio and Pennsylvania and from horse racing regulators in Ohio, Pennsylvania and West Virginia, approval by stockholders of MTR Gaming Group at a special meeting to be held on July 18, 2014, registration and listing of NewCo shares and customary closing conditions. As on July 18, 2014, MTR shareholders approved the acquisition.

As of July 22, 2014, the transaction was approved by Ohio Lottery Commission. As of July 24, 2014, the transaction was approved by the Nevada State Gaming Control Board and the Nevada Gaming Commission. As announced on August 13, 2014, 7.1% of stockholders of MTR elected to receive shares, 83% stockholders elected to receive cash and 9.9% stockholders made no election. On the basis of pro rata, approximately 24.6% of the shares of MTR common stock for which a cash election was made will be converted into the right to receive cash, and approximately 75.4% of the shares of MTR common stock for which a cash election was made will be converted into the right to receive shares. As of September 17, 2014 MTR Gaming Group, Inc. and Eldorado HoldCo LLC announced that the proposed combination of MTR and Eldorado has been approved by the Pennsylvania Gaming Control Board.

Macquarie Capital served as financial advisor and Ernie J. Choquette of Stevens & Lee, P.C. served as legal advisor to MTR Gaming. Kenneth J. Baronsky of Milbank, Tweed, Hadley & McCloy LLP served as legal advisor to Eldorado Resorts. MacKenzie Partners, Inc. acted as information agent to MTR and will receive a fee of approximately $25,000. Macquarie Capital is expected to receive a fee of $5.04 million.

Eldorado Resorts LLC completed the acquisition of MTR Gaming Group, Inc. (NasdaqGS:MNTG) in a reverse merger transaction on September 19, 2014. Upon closing, former members of Eldorado Resorts, LLC will own approximately 50.2% of the combined company. Thomas Reeg now serves as President of Eldorado, and Joseph L. Billhimer, former President and Chief Operating Officer of MTR Gaming, serves as Executive Vice President and Chief Operating Officer of Eldorado. Robert M. Jones now serves as the Executive Vice President and Chief Financial Officer. The members of the Board of Directors of the combined company are Gary Carano, Frank Fahrenkopf, Jr., James Hawkins, Michael Pegram, Thomas Reeg, David Tomick and Roger Wagner.