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UNITE HERE Soliciting Proxies at Eldorado Resorts, Inc. Recommending Improved Corporate Governance

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NEW YORK–(BUSINESS WIRE)–UNITE HERE announced it is soliciting proxies from shareholders of
Eldorado Resorts, Inc. [NASDAQ: ERI] for a set of non-binding proposals
urging Eldorado to opt out of Nevada’s little-known anti-takeover
statutes.

UNITE HERE also announced the launch of www.BetterGovernanceAtEldorado.org,
a new website that provides access to its proxy statement and
information on its corporate governance proposals.

Eldorado has grown rapidly in the last five years through mergers of
public companies and acquisitions of casinos, according to UNITE HERE.
Although the merged-in public companies had been incorporated in
Delaware, Eldorado chooses to be incorporated in Nevada, which provides
a management takeover protection that does not exist under Delaware law.

UNITE HERE explained that by default, the little-known Nevada statutes
impose restrictions on the voting rights of large shareholders and
restrict combinations with large shareholders. These same statutes allow
corporations to opt out of the default anti-takeover provisions. UNITE
HERE’s proposals encourage Eldorado to opt out of Nevada’s anti-takeover
statutes, and to not adopt other takeover protections like a poison pill
or supermajority voting requirements if it does opt out.

“We believe fewer takeover protections are better for investors,
especially for a company like Eldorado which has grown substantially
through mergers,” says Jim Kane, CFA, Research Coordinator of UNITE
HERE. “We believe Nevada’s statutes might insulate management from
offers by potential acquirors, limiting shareholder value. They may also
advantage Eldorado’s Executive Chairman Gary Carano, given the Carano
family’s 14% ownership of the Company. Obtaining supermajority voting
thresholds may be more difficult with the Carano family’s inside
ownership,” he added.

As the gaming industry continues to experience a sustained level of
merger activity, UNITE HERE is encouraging shareholders to VOTE FOR
Proposals 5-9 on the BLUE proxy card. The Company’s and UNITE HERE’s
proposals are the same on both proxy cards.

About UNITE HERE

UNITE HERE’s members are beneficiaries of pension funds with over $60
billion in assets. UNITE HERE is a member of the Council of
Institutional Investors. UNITE HERE believes investors and employees
alike are better served by strong corporate governance practices.

A description of UNITE HERE and the Participants’ interests in this
proxy solicitation is contained in their Definitive Proxy Statement
(amended May 29, 2019). The Participants encourage shareholders to read
the Definitive Proxy Statement, accompanying BLUE proxy card, and other
proxy materials. Shareholders may obtain the Definitive Proxy Statement
and other relevant documents from the SEC’s website at www.sec.gov
or from www.proxyvote.com.

Contacts

UNITE HERE
Courtney Alexander, 631-834-4681
calexander@unitehere.org

Jim Kane, CFA, CAIA
jkane@unitehere.org

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