The long awaited report from former Watergate prosecutor, Richard J. Davis on whether Caesars (CEC) TPG LP, and Apollo Global Management hurt their now bankrupt operating unit, Caesars Entertainment Operating Co. (CEOC) has finally been released. The court-appointed examiner found that shuffling and moving assets out of the hands of CEOC before its bankruptcy filing caused potential damages of $3.6 billion to $5.1 billion to CEOC and its creditors.
Although not legally binding, nor including common law or criminal fraud, the examiner’s findings are seen as a valuable litigation tool for those who are seeking to recover part of what they have currently lost in the $18 billion bankruptcy.
CEOC filed for chapter 11 protection in January 2015 with debt resulting from a leveraged buyout by TPG and majority owner Apollo seven years earlier. Junior creditors have contended that Caesar basically looted the division burdening it with under-performing properties while shuffling off up-and-coming assets along with strong performers for its own benefit.
Caesars said in a press release just before midnight yesterday following the report that:
“Caesars Entertainment appreciates the effort of Mr. Davis and his team. We believe the evidence shows that each of the challenged transactions was undertaken to strengthen CEOC and provide it with the liquidity and resources required to sustain it and give it time to recover from unprecedented market challenges. These transactions provided immense and indisputable benefit to CEOC and its creditors, who received billions of dollars in principal and interest payments.”
TPG said today that they disagree with the conclusions as well. Apollo said it had acted in good faith.
Davis’s report was steadfast in its conclusions however stating that, “There was never any realistic chance that CEOC would ever pay all of its creditors at par through a refinancing of CEOC’s debt or otherwise, and CEC and [TPG and Apollo], in light of their own analyses, could not reasonably have thought differently,” Davis said.
“Actions that might have been beneficial to [Caesars] might have been less clearly, or potentially not, in the interest of CEOC and its creditors.”
Those actions, according to the report, were the movement of assets from CEOC to affiliates that didn’t file for bankruptcy.
CEOC has asserted that CEC fraudulently transferred assets. CEOC has alleged that CEC caused CEOC to transfer valuable assets to CEC at less than fair value, and left CEOC responsible for billions in debt it could not pay, as “part of a scheme by CEC to snatch CEOC’s most valuable assets while ensuring that the guarantee plaintiffs could not recover on their notes.”
The bankrupt operating unit is trying to unsaddle itself of some $10 billion in debt and emerge from chapter 11 as two companies – a real estate investment trust that would own the properties and lease them to an operating company who would run the casinos.
The 1,700 page report was compiled by Davis’ team from over 9 million pages of documents. In January CEC attempted to have the documents suppressed, causing the judge to instruct Davis to release Tuesday’s redacted report.
CEC (nas:czr) shares fell as much as 18% in early trading on news of the examiner’s report and were still jumping around the -13% mark in volatile trading as of 3:15pm ET. Apollo (nyse:apo) shares were mostly flat with a light increase near the close of the trading day. TPG is a private company.