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Best of Howard Stutz

Gaming Guru

Howard Stutz
 

Possible Station suitors guarded with thoughts

26 March 2010

LAS VEGAS, Nevada -- Casino companies expected to bid for a large chunk of Station Casinos in a bankruptcy court supervised sale were guarded with their thoughts Thursday as they attempted to learn more about the proposed reorganization plan that could result in the breakup of the locals casino giant.

In a lengthy filing with U.S. Bankruptcy Court in Reno, Station Casinos is proposing to split off four of its largest properties under a newly formed holding company that would be owned by its lenders, brothers Frank Fertitta III and Lorenzo Fertitta and real estate investment firm Colony Capital of Los Angeles.

The remaining properties would be sold by the court to satisfy bondholders and other lenders.

If the plan is approved, Red Rock Resort, Palace Station, Sunset Station and Boulder Station would be taken over by investment banks Deutsche Bank and JP Morgan. The debt on the four properties would be reduced from $2.475 billion to $1.6 billion.

The new company would sell 46 percent of the $200 million in equity in the four casinos to Station Casinos founders Frank Fertitta III, the current chairman and chief executive officer, and Vice Chairman Lorenzo Fertitta, for $85.6 million through their newly created Fertitta Gaming.

Colony Capital, which now owns 75 percent of Station, would hold 4 percent.

Fertitta Gaming would be the holding company's largest shareholder with the investment banks jointly owning 50 percent.

Fertitta Gaming would operate the casinos under a 25-year management contract that would pay the company 2 percent of the properties' revenues and 5 percent of the properties' cash flow.

Spokesmen for Colony Capital and Deutsche Bank declined comment on the filing Thursday.

Bankruptcy expert Nancy Rapoport, a professor at the University of Nevada, Las Vegas' Boyd School of Law, thought Colony Capital, which invested $2.6 billion in acquiring 75 percent of Station Casinos in 2007, was on board with the planned reorganization and would not raise any objection to the proceedings.

"My guess is those discussions have already taken place and are behind them," Rapoport said.

However, she thought individual members of the unsecured creditors group, owed about $2.3 billion, might protest the plan.

The filing extends for 60 days the period in which Station Casinos alone can amend the reorganization plan. Station Casinos filed for Chapter 11 bankruptcy last July with about $5.6 billion in debt.

Station Casinos is also asking the bankruptcy court to add two other pieces of the company into the proposed entity: the Wild Wild West hotel and the adjoining 100 acres bordered by Tropicana Avenue and Interstate 15, and a vacant land parcel near Cactus Lane and the Strip.

Station Casinos' remaining 13 properties in Las Vegas, including Texas Station, the two Fiesta casinos, Santa Fe Station, the Wildfire casinos and 50 percent ownerships in Green Valley Ranch Resort and Aliante Station, would be sold under the court's supervision.

Also on the auction block would be the company's 52 acres near Palace Station, potential gaming sites on Durango Drive and the Las Vegas Beltway, on Town Center Drive and Flamingo Road, and in Henderson's Inspirada community. Large land holdings in California and Reno could also be sold.

Potential buyers, including regional casino operators Penn National Gaming and Isle of Capri Casinos, have already been lining up. Both companies have expressed interest in entering the Las Vegas market.

"Penn will look at Station as would look at the assets of any company," spokesman Joe Jaffoni said.

Isle of Capri spokeswoman Jill Haynes said it was too early in the process to speculate on the plans of the St. Louis-based casino operator. Isle of Capri had an agreement with Deutsche Bank to operate some of Station Casinos' properties if a reorganization plan couldn't be reached.

Locals casino rival Boyd Gaming Corp., which has made two offers to acquire all or parts of Station Casinos in the past 13 months, said the reorganization plan doesn't change its stance.

"We remain interested in acquiring all of Station's assets and continue to believe that Boyd Gaming is in the best position to offer maximum value to Station's creditors, and to protect the interests of its employees, customers and the Las Vegas community," Boyd Gaming spokesman Rob Meyne said.

Last year, Station Casinos rejected Boyd Gaming's $950 million offer for 14 casinos. In December, Boyd was rejected again when it offered $2.45 billion for the entire company.

"Based on the limited information Station has provided regarding their proposed reorganization plan, it appears to favor Station insiders," Meyne said Thursday.

Boyd said the transfer of Wild Wild West and the land holdings could hurt the value of the assets that are being offered for sale.

"It's important to note that Station's entire plan of reorganization will be unsuccessful without the support of the (properties') creditors," Meyne said.

In its filing late Wednesday night, Station Casinos said it believes the assets should be sold as one entity. An analyst who asked not be named, however, said the judge may decide that creditors could receive more value if the casinos are sold individually.

The Fertitta brothers plan to push hard to try and keep the other 13 properties and the company's vacant land holdings within the new company. Fertitta Gaming is not precluded from participating in the bankruptcy court sale.

Quietly, the Fertittas hired former Wall Street equity analyst Marc Falcone to serve as chief financial officer for Fertitta Gaming.

"Frank and Lorenzo Fertitta remain keenly interested in these properties and Fertitta Gaming would like to aggressively pursue the acquisition of these assets," Falcone said in an e-mailed statement.

Nevada gaming regulators will have to OK any reorganization approved by the bankruptcy court. Gaming Control Board Chairman Dennis Neilander said licensing applications would have to be filed for all the owners of the new holding company.

In addition, if the casinos are sold to new owners, the process could be slowed because licensing applications would have to be filed for the properties.

Station Casinos would continue to operate the company until the bankruptcy court and regulatory proceedings are concluded.

Meanwhile, Culinary Local 226, which has had a protracted labor dispute with Station Casinos while trying to organize the company's nearly 12,000 workers, said it hopes the employees' jobs, benefits and rights will be protected during the bankruptcy proceedings.

"These workers are concerned about their future and their ability to take care of themselves and their families and that is why they came to the union," Culinary Secretary-Treasurer D. Taylor said in a statement. "They don't want their employer, whoever it may end up being, to be able to turn their lives upside-down on a whim."

In its court filing, Station Casinos said the new holding company will give hourly employees pay increases, restore a match for the 401(k) plan and "take other steps to ensure that its team members enjoy competitive wages and benefits."

Possible Station suitors guarded with thoughts is republished from Online.CasinoCity.com.