Market Overview

Dover Downs Gaming & Entertainment, Inc. To Combine With Twin River Worldwide Holdings, Inc.

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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:

 
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
Basic EPS $6.63/share
Diluted EPS $6.59/share
 

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.

Conference Call

Dover Downs and Twin River will host a joint conference call on Monday,
July 23, 2018 at 8:30 a.m. Eastern time to discuss the proposed
transaction. The toll-free number to call for this teleconference is
(888) 942-8617 (international callers should use (312) 470-7398) /
participant passcode 2760440. An investor presentation will be available
before such call as an exhibit to a Form 8-K that Dover Downs will file
with the SEC.

Additional Information and Where to Find It

In connection with the proposed transaction, Dover Downs and Twin River
will file with the SEC a registration statement on Form S-4 that will
include a combined proxy statement/prospectus. This communication is not
a substitute for any proxy statement, registration statement, prospectus
or other documents Dover Downs and/or Twin River may file with the SEC
in connection with the proposed transaction. INVESTORS ARE URGED TO READ
CAREFULLY AND IN THEIR ENTIRETY THESE DOCUMENTS WHEN THEY BECOME
AVAILABLE, ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS AND OTHER
DOCUMENTS FILED BY DOVER DOWNS OR TWIN RIVER WITH THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTION BECAUSE THESE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION. Investors will be able to obtain free copies of
these materials and other documents filed with the SEC by Dover Downs
and/or Twin River through the website maintained by the SEC at www.sec.gov.
Investors will also be able to obtain free copies of the documents filed
by Dover Downs and/or Twin River with the SEC from the respective
companies by directing a written request to Dover Downs at Dover Downs
Gaming & Entertainment, Inc., 1131 North DuPont Highway, Dover, Delaware
19901 or by calling (302) 857-3292, or contact Twin River at Twin River
Worldwide Holdings, Inc., 100 Twin River Road, Lincoln, RI 02865 or by
calling (401) 374-2553.

No Offer or Solicitation

This communication is for informational purposes only and not intended
to and does not constitute an offer to subscribe for, buy or sell, the
solicitation of an offer to subscribe for, buy or sell or an invitation
to subscribe for, buy or sell any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to, or in connection with,
the proposed transaction or otherwise, nor will there be any sale,
issuance or transfer of securities in any jurisdiction in contravention
of applicable law. No offer of securities will be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended (the "Securities Act"), and otherwise in
accordance with applicable law.

Participants in the Solicitation

This communication is not a solicitation of a proxy from any investor.
Dover Downs, Twin River, their respective directors, executive officers
and other members of their management and employees may be deemed to be
participants in the solicitation of proxies from stockholders of Dover
Downs in connection with the proposed transaction. Information regarding
the persons who may, under the rules of the SEC, be deemed participants
in the solicitation of proxies in connection with the proposed
transaction, including a description of their direct or indirect
interests, by security holdings or otherwise, will be set forth in the
relevant materials when filed with the SEC. Information regarding the
directors and executive officers of Dover Downs is contained in Dover
Downs' proxy statement for its 2018 annual meeting of stockholders,
filed with the SEC on March 29, 2018, its annual report on Form 10-K for
the year ended December 31, 2017, which was filed with the SEC on March
1, 2018, its quarterly report on Form 10-Q for the quarter ended March
31, 2018, which was filed with the SEC on May 11, 2018 and certain of
its current reports filed on Form 8-K. These documents can be obtained
free of charge from the sources indicated above.

About Dover Downs

Owned by Dover Downs Gaming & Entertainment, Inc. (NYSE:DDE), Dover
Downs Hotel & Casino® is a premier gaming and entertainment resort
destination in the Mid-Atlantic region. Gaming operations consist of
approximately 2,200 slots, a full complement of table games, including
poker, and a newly expanded race and sports book taking single game
wagers on professional and college sports. The AAA-rated Four Diamond
hotel is Delaware's largest with 500 luxurious rooms/suites and
amenities including a full-service spa/salon, concert hall and 41,500
sq. ft. of multi-use event space. Live, world-class harness racing is
featured November through April, and horse racing is simulcast
year-round. Additional property amenities include multiple restaurants
from fine dining to casual fare, bars/lounges and retail shops. For more
information, please visit www.doverdowns.com.

About Twin River Worldwide Holdings, Inc.

Twin River owns and manages two casinos in Rhode Island, one in Biloxi,
Mississippi as well as a Colorado horse racetrack with OTB licenses.
Twin River's flagship casino, Twin River Casino, is located in Lincoln,
Rhode Island and offers 162,000 square feet of gaming space on two
floors with 4,220 VLTs and 119 table games, including a poker room. It
shortly will open a 136-room amenity hotel. Simulcast is offered, and
sports betting is scheduled to debut in Q4 2018. Twin River also owns
and manages Newport Grand Casino in Newport, Rhode Island, which will
close in late August when Tiverton Casino Hotel opens on September 1,
2018. The new casino will feature 1,000 VLTs, 32 table games and an
83-room hotel. In Mississippi, Twin River owns and operates the Hard
Rock Hotel & Casino in Biloxi which features 1,200 VLTs, 52 table games
and a 479-room hotel. Arapahoe Park in Aurora, Colorado offers live
horse racing, a racebook and owns 13 OTB licenses.

For more information, visit www.twinrivermanagementgroup.com.

Caution Concerning Forward-Looking Statements

This communication contains "forward-looking" statements as that term is
defined in Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended by the Private Securities
Litigation Reform Act of 1995, including statements regarding the
proposed transaction between Dover Downs and Twin River and other
corporate actions. All statements, other than historical facts,
including statements regarding the expected timing and structure of the
proposed transaction, the ability of the parties to complete the
proposed transaction considering the various closing conditions, the
expected benefits of the proposed transaction, including future
financial and operating results, the tax consequences of the proposed
transaction and the combined company's plans, objectives, expectations
and intentions, legal, economic and regulatory conditions and any
assumptions underlying any of the foregoing, are forward-looking
statements.

Forward-looking statements concern future circumstances and results and
other statements that are not historical facts and are sometimes
identified by the words "may," "will," "should," "potential," "intend,"
"expect," "endeavor," "seek," "anticipate," "estimate," "overestimate,"
"underestimate," "believe," "could," "project," "predict," "continue,"
"target" or other similar words or expressions. Forward-looking
statements are based upon current plans, estimates and expectations that
are subject to risks, uncertainties and assumptions. Should one or more
of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from
those indicated or anticipated by such forward-looking statements. The
inclusion of such statements should not be regarded as a representation
that such plans, estimates or expectations will be achieved. Important
factors that could cause actual results to differ materially from such
plans, estimates or expectations include, among others, (1) that one or
more closing conditions to the transaction, including certain regulatory
approvals, may not be satisfied or waived, on a timely basis or
otherwise, including that a governmental entity may prohibit, delay or
refuse to grant approval for the consummation of the proposed
transaction, may require conditions, limitations or restrictions in
connection with such approvals or that the required approvals by the
stockholders of Dover Downs may not be obtained; (2) the risk that the
proposed transaction may not be completed on the terms or in the time
frame expected by Dover Downs or Twin River, or at all; (3) unexpected
costs, charges or expenses resulting from the proposed transaction; (4)
uncertainty of the expected financial performance of the combined
company following completion of the proposed transaction; (5) failure to
realize the anticipated benefits of the proposed transaction, including
as a result of any delay in completing the proposed transaction or
integrating the businesses of Dover Downs and Twin River; (6) the
ability of the combined company to implement its business strategy; (7)
difficulties and delays in achieving revenue and cost synergies of the
combined company; (8) the consummation, timing and terms of any stock
split, tender offer or similar transaction; (9) the inability to retain
and hire key personnel; (10) the occurrence of any event that could give
rise to the termination of the proposed transaction; (11) the risk that
stockholder litigation in connection with the proposed transaction or
other settlements or investigations may affect the timing or occurrence
of the proposed transaction or result in significant costs of defense,
indemnification and/or liability; (12) evolving legal, regulatory and
tax regimes; (13) changes in general economic and/or industry specific
conditions; (14) actions by third parties, including government
agencies; and (15) other risk factors as detailed from time to time in
Dover Downs' reports filed with the SEC, including Dover Downs' annual
report on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K and other documents filed with the SEC and those that will be
included in the combined proxy statement/prospectus to be filed with the
SEC in connection with the proposed transaction. The foregoing list of
important factors is not exclusive.

Any forward-looking statements speak only as of the date of this
communication. Neither Dover Downs nor Twin River undertakes any
obligation to update any forward-looking statements, whether as a result
of new information or development, future events or otherwise, except as
required by law. Readers are cautioned not to place undue reliance on
any of these forward-looking statements.

Non-GAAP Financial Measures

Twin River's management uses the following non-GAAP financial measures
in conjunction with its GAAP financial measures: EBITDA and adjusted
EBITDA.

The table below reconciles net income to EBITDA and adjusted EBITDA.
EBITDA is defined as net income before net interest expense, income
taxes and depreciation and amortization. Adjusted EBITDA is defined as
EBITDA before management fees, stock based compensation, franchise taxes
and non-recurring expenses such as non-recurring litigation expenses,
legal and financial expenses for strategic reviews, storm-related repair
expenses, acquisition, expansion and pre-opening expenses and credit
agreement amendment-related expenses.

Twin River believes that EBITDA and adjusted EBITDA are useful measures
to enhance an overall understanding of Twin River's past financial
performance. Further, EBITDA and adjusted EBITDA are measures of
operating performance used by management to evaluate operations and
operating performance and are widely used in the gaming industry.

Non-GAAP financial measures should not be considered in isolation from,
or as a substitute for, financial information presented in compliance
with GAAP. Non-GAAP financial measures reported by us may not be
comparable to similarly titled amounts reported by other companies.

 

Reconciliation of Net Income to EBITDA and

Adjusted EBITDA

(in thousands)

Year Ended

December 31, 2017

Net income $ 63,499
Add: Interest expense, net of interest income 23,058
Add: Income taxes 38,726
Add: Depreciation and amortization 35,408
EBITDA 160,691
Add: Stock based compensation 2,986
Add: Non-recurring litigation expenses 1,722
Add: Legal & financial expenses for strategic review 822
Add: Franchise tax expense 455
Add: Storm-related repair expenses 250
Add: Acquisition, expansion and pre-opening expenses 154
Add: Credit Agreement amendment expenses 106
Adjusted EBITDA $ 167,186
 

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