Dover Downs Gaming & Entertainment, Inc. (NYSE: DDE) and Twin River Worldwide Holdings, Inc. announced today that they have entered into a definitive merger agreement. The proposed transaction will transform Twin River into a publicly traded company with strategically placed gaming and entertainment holdings throughout the United States.
The merger contemplates that Dover Downs stockholders will exchange their Dover Downs stock for Twin River common shares representing 7.225% of the equity in the combined company at closing. Common Stock and Class A Common Stock of Dover Downs will be treated equally in the merger. The transaction is intended to qualify as a tax-free reorganization (except for cash paid in lieu of fractional shares).
Twin River is privately held and there is currently no public market for its shares. As a condition to closing, Twin River will register its shares with the Securities and Exchange Commission (the “SEC”) and list the shares on the NYSE or NASDAQ. For the fiscal year ended December 31, 2017, Twin River’s results were:
Income before provision for income taxes
$ 63.5 million
Adjusted EBITDA and EBITDA are non-GAAP financial measures. See “Non-GAAP Financial Measures.” As of March 31, 2018, Twin River’s GAAP debt was $381.4 million, unrestricted cash and cash equivalents were $64.8 million and primary shares outstanding were 9.582 million.
The number of Twin River shares to be issued will be calculated based on each company’s fully diluted share count at closing. Based on each company’s share count as of the date hereof, each share of Dover Downs stock would be exchanged for 0.0225 shares of Twin River stock. Twin River contemplates effecting a stock split prior to closing intended to bring its stock price to a marketable trading range, which would result in a corresponding adjustment to the exchange ratio. Twin River also currently intends to initiate a tender offer or other form of return of capital transaction after the closing. The amount and terms will be determined at that time and be based upon prevailing market conditions, Twin River’s financial condition and prospects and other factors.
Dover Downs’ President and CEO, Denis McGlynn stated, “Becoming part of Twin River is transformational for us. We have been impressed with the depth and talent of the Twin River organization and their operational capabilities. We believe this transaction will help us grow our business, invest in our people and our facilities and compete more effectively given changes in gaming on the horizon. We expect to see many positive benefits for the State, the Delaware Lottery and our employees and stockholders.”
Jeffrey W. Rollins, a director and member of the Audit Committee of Dover Downs is expected to join the Twin River Board of Directors post-closing, pending regulatory approval.
A committee of the Board of Directors of Dover Downs comprised of non-executive, independent directors unanimously determined that the transaction is fair to, and in the best interests of, Dover Downs and its stockholders. The Dover Downs Board of Directors has also unanimously approved the transaction, and has recommended that Dover Downs’ stockholders approve the merger. Houlihan Lokey Capital, Inc. provided a fairness opinion to the Dover Downs Board of Directors in connection with the transaction. All directors and executive officers of Dover Downs executed a Voting Agreement by which they agree to vote in favor of the merger, subject to the terms and conditions set forth in the agreement. The approval of a majority of Dover Downs’ unaffiliated stockholders is a condition to closing.
Twin River Executive Chairman John E. Taylor, Jr. said, “We’re excited about the many benefits we believe we will realize from the combination. Dover Downs and its team are experienced in not only brick and mortar casino operations, but in sports betting, which we think will be helpful as we introduce that amenity at our properties, and in the online gaming sector which continues to evolve nationwide. Equally important, we see real opportunities to grow the Dover Downs business through investment in its people and facilities, similar to what we have achieved with our other assets over the past several years.”
Taylor continued, “We’ve been focused on growing the overall business for some time now as a means to create greater shareholder value, expand our geographic footprint to achieve financial economies and strengthen our financial position. This merger should well position us to achieve all three objectives in a context in which existing shareholders of Twin River who desire it could obtain liquidity.”
He concluded, “We’re grateful for the strong partnership we enjoy with the State of Rhode Island at our flagship property, and we look forward to working equally effectively with the State of Delaware in maximizing the potential of Dover Downs.”
The merger would provide a physical presence for Twin River in the Mid-Atlantic region, a new geographic market. Twin River already operates assets in the South (Biloxi, Mississippi), West (Aurora, Colorado) and Northeast (Lincoln and Tiverton, Rhode Island (opening shortly)) regions.
The consummation of the merger is also subject to regulatory approvals and other customary closing conditions.
Dover Downs was advised by Citizens Capital Markets as financial advisor and Drinker Biddle & Reath LLP as legal counsel. Twin River’s financial advisors were Moelis & Company LLC and Stifel and its counsel was Jones Day.