With a competing bid from billionaire investor Carl Icahn looming and no plans to sell Wynn Resorts stock, Fertitta Entertainment executives outlined to Nevada gaming regulators Wednesday their process for consummating and financing its deal to acquire Caesars Entertainment.
The appearance before the Nevada Gaming Control Board comes as shares of Caesars fell in trading Wednesday, as Wall Street digested a potential 11th-hour bid from billionaire activist investor Carl Icahn that could upend Tilman Fertitta’s $17.6 billion acquisition of the Las Vegas-based casino giant, according to the Las Vegas Sun, citing various sources.
Caesars rose 1.1% Tuesday after Bloomberg News reported that Jefferies Financial is exploring investor interest in approximately $5 billion in debt to support a competing offer from Icahn. The stock closed Tuesday at $30.35, but retreated Wednesday, falling to $29.82 at the close of the market.
Fertitta’s General Counsel and Executive Vice President Steven Scheinthal appeared before the Control Board along with Richard Liem, Fertitta’s chief financial officer and vice president. Neither addressed Icahn.
Liem described his role in working on the Caesars transaction, calling it “the biggest one that we’ve done. The Caesars’ team is very competent. They have similar views of the business. This transaction isn’t a battle. Many times, when you buy a company, they don’t want to be bought. People don’t want you to buy them, thinking they’re moving to Houston (where Fertitta Entertainment is based). We’re all on the same page. I think it’s going to go quite smoothly.”
In late May, Caesars entered into an agreement to be acquired privately by billionaire Fertitta and his company in an all-cash transaction. In the deal, which includes a “go-shop” period for Caesars through July 11 to consider other offers, Fertitta will assume $11.9 billion of Caesars’s outstanding debt.
“There are complexities associated with the transaction,” Scheinthal said. “A number of things have to happen for the transaction to close. One hurdle is we have to file a Hart-Scott-Rodino application, an anti-competition review of our properties and Caesars’s properties. We anticipate filing the HSR application on July 13.”
Once they get clearance from the federal government, Scheinthal said gaming-regulator approval is required for each of Caesars’s properties. Under their contract, they have 45 days to file in a handful of jurisdictions that will require a longer lead time.
“All of those applications are supposed to be filed by Friday; then we have another 45 days to file the rest of the applications,” Scheinthal said. “We anticipate that we’ll have to go through the same process in each of the other jurisdictions that we went through in Nevada. We have to get approval in all of the other jurisdictions. We think the approvals will probably take nine to 10 months from today.”
The next hurdle requires Caesars to file a proxy statement that will be reviewed by the Securities and Exchange Commission. It takes the SEC about 30 days to provide initial comments, with an exchange between the SEC and Caesars regarding the statement, Scheinthal said.
“The proxy statement will be mailed to the shareholders, who will vote on the transaction,” Scheinthal said. “We need to get shareholder approval.”
Under the terms of the agreement, Caesars shareholders will receive $31 in cash for each outstanding share. The consideration represents a 49% premium over Caesars’s unaffected share price as of February 25, the last trading day before rumors of a potential transaction emerged. It’s also a 46% premium over the unaffected 30-day volume-weighted average price as of the same date.
“We have a commitment letter from a syndicate of banks to finance the transaction. Our preference is not to rely on the commitment letter, which lets the banks impose more onerous conditions than if we can go to the marketplace. Our hope is that in the next few months, a window of opportunity will open where the market will be quote unquote hotter, with and a more interest-rate-friendly environment, where we can raise the money and put it in an escrow account. If that doesn’t happen, we go to the banks and say, hey, you agreed to the commitment. They’ll fund us and then flex, meaning they can take advantage of some more unfavorable economic terms that allow them to issue the debt to us, then sell it off into the marketplace. When we have the money, HSR clearance, shareholder approval, and approval from all the gaming jurisdictions, we’ll be in a position to close the transaction.”
In response to a question from Board member George Assad, Scheinthal said they themselves are required to file applications for suitability in each jurisdiction that has a gaming asset or operates an online gaming business. “We have to be approved as owners and executive officers to own those gaming assets, no different than in Nevada.”
Caesars’s Nevada-based gaming counsel, Sonia Vermeys of Brownstein Hyatt Farber Schreck, told regulators that each jurisdiction’s requirements are different, but for the most part, they inform the governmental bodies of the steps they’re taking and what the ownership will look like at closing.
“Here are the new individuals and please vet this transaction, these entities, and these individuals,” Vermeys explained. “If you’re satisfied with that, we’ll close the transition and notify you that it has been closed in accordance with the application that has been filed with you.”
Assad asked whether Fertitta has to sell his stock in Wynn Resorts as its largest shareholder, but Scheinthal said he’s a passive investor and will keep it. A year ago, it was reported Fertitta’s shares in Wynn exceeded 10%. “We like owning the Wynn stock, so it’s our desire to keep owning the Wynn stock,” Scheinthal said.
