Book Review: The Caesar’s Palace Coup

The Caesar’s Palace Coup: How a Billionaire’s Famous Casino Brawl Revealed the Power and Greed of Wall Street. 2021. Max Vommes and Sujit Indap. Conversion Books.

Chapter legislation is superior to contract legislation in the USA. If you take out a mortgage, problem a bond, signal a lease, or enter right into a enterprise contract, the transaction is completely beneath the auspices of the USA and all its legal guidelines, together with the willpower of the debtor’s proper to file for chapter safety.

Max Frumes and Sujeet Indap convey this primary authorized idea in The Caesar’s Palace Coup: How a Billionaire’s Well-known On line casino Brawl Revealed the Energy and Greed of Wall Avenue, a nonfiction account of the January 2015 Chapter 11 (reorganization) chapter submitting of Caesars Leisure Corp. within the $18 billion beneath US Chapter Code. Caesars Leisure Working Firm, Inc. (CEOC).

The leveraged acquisition of Caesars by Apollo World Administration and TPG Capital that was accomplished simply earlier than the 2008-2009 world monetary disaster triggered the on line casino leisure supplier to enter Chapter 11 chapter safety in early 2015. This chapter resulted in a heavy hedge of Defaulted Debt Funds (collectors) towards non-public fairness holders Apollo and TPG. These collectors included the financial institution’s first lien holder, GSO Capital Companions, the primary lien holder, Elliott Administration, and the second lien holders, Appaloosa Administration and Oaktree Capital Administration.

The guide supplies a captivating insider’s description of distressed debt markets, together with methods, colourful personalities, and complicated relationships. As a substitute of shopping for undervalued shares, risk-taking hedge funds pay 50 to 70 cents on the greenback with the intention to purchase controlling stakes in distressed firms.

US chapter legal guidelines are “borrower pleasant” in distinction to UK and Canada chapter legal guidelines, that are “lender pleasant”. In January 2017, CEOC obtained courtroom approval of a plan to eliminate $10 billion in debt and separate its US actual property belongings from its gaming operations. The corporate ultimately emerged from chapter in October 2017. As a part of the reorganization plan, Caesars Leisure merged with one other subsidiary, Caesars Acquisition Co., Ltd. , with the purpose of regrouping casinos and resorts beneath one roof. This new pool is positioned to draw new enterprise from millennials to offset an anticipated slowdown within the conventional slot machine enterprise as child boomers retire. Apollo and TPG ultimately retained a collective 16% stake in new Caesars, which was managed by collectors, however didn’t personal any shares within the REIT that housed the actual property belongings.

The primary takeaway from this guide for enterprise and finance practitioners is the potential for worth creation by means of company restructuring. Company restructuring is a big occasion that impacts not solely lenders, shareholders, and workers but in addition the relationships between firms, their company clients, suppliers, and opponents. It’s the course of by which firms renegotiate monetary contracts they’ve entered into with their collectors and different stakeholders, normally in response to a monetary problem. Company restructuring successfully represents a “re-division of the company pie” or restore of an “unwell” capital construction.

In Chapter 11 of Caesar’s chapter, distressed debt buyers weren’t simply financially savvy. They’ve additionally weaponized the legislation, utilizing their information of legitimacy thick in mortgage agreements and bond notes to realize the higher hand in boardroom negotiations and in courtroom confrontations.

Many readers of the guide will likely be extremely crucial of the scorched-earth techniques of Apollo and her allies, attorneys, and lobbyists. By 2015, in Frumes and Indap’s view, non-public fairness corporations like Apollo had turn into deeply abusive to collectors, utilizing authorized paperwork and harsh negotiating techniques to “take” worth from mortgage and bond holders that didn’t correctly belong to them. The collectors all sought to maximise refunds, with senior collectors set to obtain greater than 100% and junior collectors roughly 65 cents on the greenback.

The guide describes how within the final hours Caesar’s chief collectors had been basically begging Oaktree and Appaloosa (holders of the bonds of the second privilege) to recant their aggressive efforts, which threatened a fragile settlement with Apollo.

Finally, this guide supplies a captivating account of what fashionable excessive finance and distressed debt markets are like in actuality, portraying the bitter monetary battle and courtroom in addition to the stress and the screams. It tells the incredible story of the battle of distressed debt hedge funds preventing non-public fairness giants for his or her stake in a well-known Las Vegas on line casino conglomerate.

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All posts are the opinion of the writer. As such, it shouldn’t be construed as funding recommendation, nor do the opinions expressed essentially mirror the views of the CFA Institute or the writer’s employer.

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