Caesars Entertainment and Caesars Acquisition amend merger agreement
Caesars Entertainment Corporation and Caesars Acquisition Company have announced their agreement to amend the terms of their proposed merger.
Initially proposed in December 2014, the deal is connected to the $18bn bankruptcy and ongoing restructuring of Caesars Entertainment’s main operating unit, Caesars Entertainment Operating Company Inc (CEOC).
CEOC received approval from a US bankruptcy judge in June to begin seeking votes from creditors on its plan to restructure its debt and exit bankruptcy.
The operating unit filed for voluntary reorganisation in January 2015, under chapter 11 of the US bankruptcy code.
A plan of reorganisation was filed by CEOC in October 2015, that if approved would cut $10bn worth of aggregate debt and split CEOC into a new operating unit and a real estate investment trust.
The money expected to be generated by the proposed merger between Caesars Entertainment and Caesars Acquisition will in part be used to repay creditors to the CEOC.
The amended terms will see Caesars Acquisition shareholders receive 27% of the merged entity, compared to the 38% they would have received under the original proposal, according to regulatory filings referenced by Reuters.
Caesars Entertainment said the following in a statement: “The amended and restated merger agreement represents an important milestone in the ongoing restructuring of CEOC, as the restructuring is contingent upon, among other things, the completion of the merger.
“Caesars Entertainment and CEOC are encouraged by the recent progress made with key creditor groups, and are pleased with the support to date for CEOC’s plan of reorganisation.”
The restructuring of CEOC could yet face a challenge from junior creditors, who according to Reuters have said they have as much as $12bn in claims against Caesars Entertainment and its private equity backers, Apollo Global Management and TPG Capital.
A temporary halt on lawsuits against Caesars Entertainment by junior bondholders will expire in August, with Caesars Entertainment having said in court that rulings in favour of the bondholders might threaten its contribution to the reorganisation plan, and see it face bankruptcy alongside CEOC.
A confirmation hearing for CEOC’s plan of reorganisation is scheduled to take place on 17 January 2017.
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