Las Vegas-based LBO casino operator Red Rock Resorts (RRR) is scheduled to price its initial public offering (IPO) today and could raise $572.25 million, which would make it the second-largest IPO this year, trailing behind real-estate investment trust (REIT), MGM Growth Properties LLC (nyse:mgp) which raised $1.05 billion in its initial offering on April 19, according to Bloomberg. The data compiled by Bloomberg excludes REITs, closed-end and country funds, and special purpose companies.
The businesses’ current owners, brothers Frank and Lorenzo Fertitta, have set themselves up for some impressive winnings and receive all IPO proceeds, including sales from their casino management unit, standard IOP proceeds from selling their own shares, as well as annual payments that are associated with the tax benefits of becoming a publicity traded company, and a huge percentage of voting rights upon the sale of the shares.
Manager of IPO-focused exchange traded funds; Renaissance Capital Ltd.’s Kathleen Smith said the structure isn’t ideal. Smith added, “It’s not that we don’t like the family, the issue is with the distributions and that they have so much control.” According to its roadshow presentation, Red Rock is pitching that control as a plus for prospective investors.
The largest windfall, approximately $335 million, will come from the brother’s casino management unit. According to the offering documents, Red Rock will purchase Fertitta Entertainment for $460 million minus debt, as part of the IPO. Both Frank and Lorenzo will receive $113.5 million from the sale while a combined $106.8 million will go to the trusts of their six children. According to the prospectus, after the IPO, Frank and Lorenzo expect to be the sole owners of the amped up voting shares in the company. They will have 87 percent of the voting power, going on the assumption that the minimum number of shares are sold.
In addition to the proceeds of the sale, the Fertitta brothers, as well as other current owners of the company might also be set to receive hefty payments from Red Rock going forward. The conversion of shares from a limited liability corporation (LLC) to a traditional one comes with tax benefits. The brothers will be able to keep up to 85 percent of those. According to the offering statement, payments could total as much as $59 million for the brothers and their partners if the underwriters of the Red Rock IPO should decide to purchase all the shares offered to them. William Thompson, who is a professor emeritus of government at the University of Nevada Las Vegas, and studies the casino industry, said, “If they can pull off a deal like this, that just reemphasizes the fact that Vegas has come back.”
Under the direction of the Fertitta brothers, the company has grown to manage or own 21 casinos in three years. According to the filing, in 2015, it had a net income of $143 million on total revenue of $1.35 billion.