UPDATED: Twin River Merging with Delaware Gaming Company, Will Go Public

UPDATED: Twin River Merging with Delaware Gaming Company, Will Go Public

Rhode Island’s ever-changing gambling industry just got shaken up even more with the announcement Sunday that Twin River is merging Dover Downs Gaming & Entertainment and Twin River Worldwide Holdings, announced that they have entered into a “definitive merger agreement.” This year the RI General Assembly approved sports betting in RI and in September, Twin River's Tiverton facility is scheduled to open.

The proposed transaction will transform Twin River into a publicly traded company with strategically placed gaming and entertainment holdings throughout the United States, claims the companies.

The combined company is going to be headquartered in Rhode Island, according to a company spokesperson on Sunday night. 

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There is no word as to what the impact will be on jobs in Rhode Island, Delaware or at other locations. 

Governor Gina Raimondo's office did not reply to requests for comment. Twin River is highly regulated and is licensed by the state of Rhode Island.

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, according to the companies.

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.”

Twin River is privately held and 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. This will create one of the few publicly traded companies headquartered in Rhode Island.

“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,” said Taylor.

“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,” he added.

For the fiscal year ended December 31, 2017, Twin River’s results were:       

Net revenue                                                       $428.8 million

Income before provision for income taxes        $102.2 million

Net income                                                        $63.5 million

Adjusted EBITDA                                              $167.2 million

EBITDA                                                             $160.7 million

 

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.

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.