Kramer Levin is representing VICI Properties Inc. (NYSE: VICI), an experiential real estate investment trust, in its entry into a definitive agreement with Eldorado Resorts Inc. (NASDAQ: ERI) in connection with Eldorado’s proposed business combination with Caesars Entertainment Corp. (NASDAQ: CZR). Per the terms of the agreement, VICI Properties will acquire the land and real estate assets associated with Harrah’s New Orleans, Harrah’s Laughlin, and Harrah’s Atlantic City and modify certain provisions of the existing Caesars lease agreements for total consideration of approximately $3.2 billion in cash. Eldorado will use the proceeds to partially finance its combination with Caesars, which will be the largest domestic gaming operator in the United States.