Eldorado Resorts CEO Reeg, Other Insiders Under SEC Investigation Regarding Trades in IRadimed
Posted on: September 4, 2019, 09:00h.
Last updated on: September 4, 2019, 02:13h.
Eldorado Resorts CEO Tom Reeg, another high-ranking executive at the regional gaming company, and two of its board members are being investigated by the Securities and Exchange Commission (SEC) for trades in the tiny medical device manufacturer IRadimed Corp. (NASDAQ:IRMD).
Eldorado is in the process of acquiring Caesars Entertainment for $17.3 billion, a transaction that will create the largest domestic gaming company in terms of number of casinos. In an S-4 filing with the SEC on Sept. 3, one that spans nearly 400 pages, Eldorado notes on page 138 that while the companies were performing due diligence on each other, the Reno-based firm told Caesars that Reeg and several other Eldorado insiders received subpoenas from the SEC in May pertaining to an ongoing investigation in trades in another publicly traded entity.
In addition to Reeg, Eldorado chairman Gary Carano, COO Anthony Carano, and board member James Hawkins also received subpoenas. Hawkins, a member of Eldorado’s audit and compensation committees, is also listed as a member of the IRadimed board. An unidentified source told the New York Post that Hawkins will be removed from Eldorado’s board.
In the course of Caesars’ reverse due diligence of ERI, representatives of ERI informed representatives of Caesars that Mr. Reeg, Gary Carano, Anthony Carano, the president and chief operating officer of ERI, and James Hawkins, a member of the ERI Board, each had received a subpoena from the SEC in May 2019 relating to its ongoing investigation of trading in the securities of another publicly-traded company,” according to the SEC filing.
Florida-based IRadimed is not identified by name in the filing. Rather, it’s referred to as “the stock of which the ERI executives had traded and for which Mr. Hawkins had served as a member of the board of directors.”
Deal Terms: There Are Consequences
The filing indicates the SEC investigation should not derail Eldorado’s plans to acquire Caesars. There would be breakup fees involved should the deal fall part. In regulatory documents revealed on June 25, the day after Eldorado’s offer was made public, it’s noted that the regional gaming company would have to pay Caesars almost $155 million if it backs out of the deal. Likewise, if Caesars doesn’t want to proceed with the marriage, it would have to cut a check to Eldorado for $418.4 million.
However, in the recent S-4 filling, a far higher number of $836.8 million is highlighted as the figure Eldorado would have to pay Caesars if “in the event that the merger agreement was terminated for failure to obtain one or more required regulatory approvals, or if ERI was in material and willful breach of its regulatory efforts obligations with respect to antitrust laws.”
Eldorado has been selling properties in advance of and following the acquisition announcement, and it is widely believed the company will shed more assets to avoid regulatory issues in key markets such as Atlantic City, N.J. and Las Vegas, among others.
“IRadimed is a leader in MRI patient care, with vast experience in MRI innovation,” according to the company’s web site. “Roger Susi, our president and CEO, is the founder of Invivo Research, where he pioneered the world’s first and best-selling MRI patient vital signs monitoring brand, as well as founding IRadimed Corporation, the producer of the world’s first and best-selling non-magnetic MRI infusion pumps and patient monitors.”
The company has a market capitalization of nearly $215 million, putting it in micro-cap territory. Eldorado’s SEC filing notes that the aforementioned insiders received subpoenas in May, but it does not say when the executives allegedly transacted in IRadimed stock. Nor does the filing use the phrase “insider trading.”
From the start of this year through the end of April, shares of Iradimed gained about 50 percent before shedding nearly a third of their value just in the month of May. The stock closed at $18.82 today.
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