Reed Smith, Skadden Advise as Caesars Shuffles Casinos

Reed Smith, Skadden Advise as Caesars Shuffles Casinos

The nation’s largest owner of casinos, Caesars Entertainment Corporation, is selling four casino properties in Las Vegas and New Orleans to one of its affiliates in a restructuring transaction worth $2.2 billion, including assumed debt and committed expenditures.

The properties changing hands are four casinos: Bally’s Las Vegas, the Cromwell, the Quad Resort & Casino and Harrah’s New Orleans. The casinos are being sold to Caesars Growth Partners (CGP), a venture fund spun-off from Caesars last year that is partially-owned by both the original company and by private equity firms Apollo Global Management and TPG Capital. The private equity firms bought Caesars (formerly known as Harrah’s) in a $31 billion leveraged buyout announced in 2006 before taking it public two years ago. (Apollo’s and TPG’s CGP stake is managed by Caesars Acquisition Company, or CAC, a company formed last year as part of the creation of CGP.)

In a deal announced Monday, CGP will pay roughly $1.8 billion in cash for the four casinos while also assuming $185 million in debt. As part of the deal, CGP has also committed $223 million in financing for renovation of the Quad. The deal—which is expected to close in the second quarter, pending regulatory approval—has been approved by the boards of both Caesars and CAC.

Shuffling ownership of the casinos gives Caesars some extra cash on hand as the company looks to restructure $24.5 billion in debt, according to Bloomberg. After Apollo and TPG took the company private, Caesars, along with many of its gambling industry rivals, racked up debt when the 2008 fiscal crisis put a major dent in casino profits. The company also said last year that Hurricane Sandy, which struck the East Coast in 2012, resulted in major revenue losses for its Atlantic City, N.J. properties.

Reed Smith is representing a special committee of Caesars’ board of directors on the deal with a team of attorneys led by Pittsburgh-based corporate and securities partners Glenn Mahone and James Barnes, as well as by corporate and securities partner Howard Shecter, who splits his time between New York and Philadelphia. Financial transactions chair Lisa Kabnick, bankruptcy partner Paul Singer, securities litigation partner Roy Arnold, tax partner Leo Hitt, IP partner Cindy Kernick, real estate partner Steven Regan and employment partner Cindy Minniti are also advising. Reed Smith associates working on the deal include Adam Cohen and Kenneth Siegel.

Timothy Donovan, the former chair of Jenner & Block’s corporate and securities department, serves as general counsel for Caesars.

Weil Gotshal & Manges is representing Centerview Partners in its role as financial adviser to the special committee of Caesars’ board with a team that includes corporate partner Matthew Gilroy and restructuring partner Michael Walsh as well as associates Mariel Cruz, John Godfrey and Victoria Vron.

A special committee of directors from CAC’s board is being advised on the deal by Skadden, Arps, Slate, Meagher & Flom. Skadden’s team includes restructuring partners Van Durrer II and Glenn Walter, along with corporate partner Rodrigo Guerra Jr. and corporate counsel Andrew Garelick, all of whom are based in Los Angeles. Also advising are tax partner Kenneth Betts, banking partner David Reamer, IP partner Bruce Goldner, real estate partner Meryl Chae, labor and employment partner Karen Corman, real estate counsel Albert Stemp, benefits and compensation counsel Barbara Mirza, environmental counsel Stacy Kray and associate Allison Hunter.

In 2004, Skadden advised Caesars on its sale to Harrah’s in a $9.4 billion deal and then the firm represented Harrah’s on its subsequent $1.24 billion sale of a group of casinos, including the Atlantic City Hilton, to Colony Capital the following year. (Harrah’s changed its name to Caesars in 2010.) Skadden also previously advised Apollo on such matters as the initial public offering of Realogy, a former Apollo subsidiary, in a $1.2 billion IPO that earned Skadden partner a “Dealmaker of the Year” nod from The American Lawyer last year.

Gibson, Dunn & Crutcher M&A partner Jonathan Layne and associate Andrew Friedman are representing Lazard in its role as financial adviser to the special committee of CAC’s board.

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