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Valuation Panel What Is the Market?

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Valuation Panel What Is the Market? Valuation Panel What is the Market? Advanced Plan of Reorganization Conference New York City November 17, 2014 1 Panelists Hon. Kevin Carey US Bankruptcy Court, Delaware Hon. Allan L. Gropper U.S. Bankruptcy Court, So. Dist. New York David Bart, CIRA, CDBV McGladrey LLP Peter Caputo Deloitte LLP Andrew Glenn, Esq. Kasowitz Benson Torres & Friedman LLP Nicole Greenblatt, Esq. Kirkland & Ellis LLP Copyright 2014. All Rights Reserved. SESSION 2 - PG 1/95 (Part 1) 1 Agenda Introductions Difficulties with Casinos in Bankruptcy Case Study Reading Materials Copyright 2014. All Rights Reserved. Difficulties with Casinos in Bankruptcy “[V]alue shall be determined in light of the purpose of the valuation and of the proposed disposition or use of such property, and in conjunction with any hearing on such disposition or use or on a plan affecting such [secured] creditor’s interests.” 11 U.S.C. § 506(a). Casinos historically considered recession-proof Many casinos dramatically leveraged-up before 2006 – expanded casino floor and hotel, or increased debt based on perceived stability in the cash flows After the 2006, casinos began experiencing substantial revenue declines -- customers had less discretionary income; impact of dramatically increased regional, state and local competition Significant turmoil in the gaming and hospitality industry followed Station Casinos and Trump Entertainment (Chapter 11) Harrah’s (now Caesars) Entertainment and MGM Resorts International (complex financial engineering) Countless smaller gaming companies faced restructuring: single-site Greektown in Detroit, multi-site Legends Gaming in Mississippi and Louisiana Atlantic City faces significant issues Loss of $2.6 Billion in gaming revenues since 2006 Closures in 2014 include: Trump Plaza, The Atlantic Club, Showboat and Revel Trump Taj Mahal may close in mid-November Copyright 2014. All Rights Reserved. SESSION 2 - PG 2/95 (Part 1) 2 Difficulties with Casinos in Bankruptcy Some questions to consider: When and how do you define the "market" in complex asset valuations involving casinos? What happens when the property faces closure or a potential sale with repurposed assets? What is appropriate -- whole enterprise valuation, sum of the parts or traditional methods? Impact of regionalization and specific assets? What is a market participant? What constitutes comparable valuation data? What is the impact of taxes? How do you reconcile valuation approaches for their intended use? What projections are appropriate, when? What standard of value is appropriate, when? Copyright 2014. All Rights Reserved. Case Study – Hypothetical Casino Current owner purchased casino in late 1990s located in middle of US; current owner renovated twice, significantly increasing size of casino floor plus hotel space Casino floor 60,000sf with 450 hotel rooms in 2 hotel structures plus a parking structure attached to the casino and a 1500 seat event center Amenities – a spa with both wet and dry full services, 5 restaurants ranging from fine dining (steak) to quick service but no buffet, 2 full service bars (one with dancing/band areas) Small conference facilities No horse track and has a simulcast area Standalone location; historically the main draw was its location near major roadways Limited license market with moderate tax rates Located on a state border or near state border with a state that legalized gambling in past 3 years with a new casino located within 50 miles Native American Casino is located 75 miles away Land based operation on land that was agricultural before casino Full slot and table gaming permitted Losses in revenue and cash flows as well as projections Copyright 2014. All Rights Reserved. SESSION 2 - PG 3/95 (Part 1) 3 Case Study – Income Statements Copyright 2014. All Rights Reserved. Case Study – Balance Sheets Copyright 2014. All Rights Reserved. SESSION 2 - PG 4/95 (Part 1) 4 Case Study – Income Approach Copyright 2014. All Rights Reserved. Case Study – Market Approach Copyright 2014. All Rights Reserved. SESSION 2 - PG 5/95 (Part 1) 5 Case Study – DCF vs. Market Approach Copyright 2014. All Rights Reserved. Case Study – Cost Approach/FMV Copyright 2014. All Rights Reserved. SESSION 2 - PG 6/95 (Part 1) 6 Reading Materials A. Panel Contact Information and Curriculum Vitae B. Issues With Valuation Approaches For Casinos C. Critical Valuation Issues For Casinos D. Casino Bankruptcy Law and the Current Economic Crisis, Bruce Beesley, Esq., Sean McGuinness, Esq. and Tricia Darby, Esq., Casino Enterprise Management, March 2009. E. When Gaming Goes Heads Up With The Bankruptcy Code: Unique Restructuring Issues For Gaming Businesses In Difficult Economic Times, Dawn M. Cica and Laury M. Macauley, UNLV Gaming Law Journal, Vol. 3:23, Spring 2012. F. Gambling with Bankruptcy: Navigating A Casino Through Chapter 11 Bankruptcy Proceedings, Robert W. Stocker II and Peter J. Kulick, 57 Drake L. Rev. 361, 370 (2009). G. In re: Trump Entertainment Resorts, Inc., et al. -- Declaration Of Robert Griffin In Support Of Debtors’ Chapter 11 Petitions And First-Day Motions And Applications H. In re: Revel AC, Inc., et al. -- Disclosure Statement Relating To The Joint Chapter 11 Plan For Revel AC, Inc. And Its Affiliated Debtors Copyright 2014. All Rights Reserved. Panel Contact Information and CVs Hon. Kevin J. Carey Hon. Allan L. Gropper United States Bankruptcy Court United States Bankruptcy Court 824 North Market Street, 5th Floor One Bowling Green Wilmington, DE 19801 New York, NY1004-1408 David P. Bart Peter Caputo Financial Advisory Services Practice Principal – Travel, Hospitality & Leisure McGladrey LLP Deloitte Transactions & Business Analytics LLP One South Wacker Drive, Suite 800 Chicago, Illinois 60606-4650 100 Kimball Drive P: 312-634-4733; F: 312-634-5520 Parsippany, NJ 07054-2176 [email protected] Direct: 973-602-6872; Mobile: 201-320-8971 [email protected] Andrew K. Glenn Nicole L. Greenblatt, Esq. Kasowitz, Benson, Torres & Friedman LLP Kirkland & Ellis LLP 1633 Broadway 601 Lexington Avenue New York, New York 10019 New York, New York 10022 Tel. 212-506-1747; Fax. 212-835-5047 Direct: 212-446-4664; Fax: 212-446-6460 [email protected] Mobile: 917-797-9512 [email protected] Copyright 2014. All Rights Reserved. SESSION 2 - PG 7/95 (Part 1) 7 ISSUES WITH VALUATION APPROACHES FOR CASINOS Method Benefits Limitations Considerations Avoid Issues For Casinos Discount Cash Best reflection of future Courts may be wary and may Use averages when there are Assumptions that diverge Changes in intended use Flow anticipated economic criticize adjustments as multiple forecasts. greatly from others at the will affect cash flows and benefits. Can be used speculation. Tie valuation projections to time of the valuation date. cost of capital. fordebtors with no matching Courts often modify or diverge concrete evidence whenever Cherry-picking data or Defining a reliable or guideline comparisons or from an expert’s analysis. possible. biased selection of appropriate projection can peers. Account fairly for competitive information to create a be problematic. Initial projections may be pressures. more favorable result. Application of hindsight available from the debtor. Normalize figures for cyclical Impacts of favorable period can be a problem for Contemporaneous industries or short term in a cyclical industry. retrospective projections projections can be adjusted uneven projections. and valuations. depending on purpose of Carefully evaluate what is valuation. known or knowable at the valuation date for Comparable Can offer strong evidence of Difficult to find exact match or Includettilti multiple transactions, Account for all plausible Transactions may not be Guideline value if close matches can close peer comparable if possible. comparables even if not relevant. be found and used. companies. Omission of this method is favorable to the client. Company Courts prefer since a Tersm of transactions may not be considered suspect even if Avoid transactions that valuation derived from hard, clear and could require there are no good comparables occurred in a significantly tested data is considered adjustments making them less available. different market context. less subjective. reliable. Court may If there are no plausible Avoid transactions that are undertake a valuation within a comparable transactions, don’t very old and may not be valuation, only the latter will not waste the court’s time. comparable. Comparable Offers strong evidence of Courtsh likely ibl to dstrictly interpret Include multiple transactions, Avoid companies that are Transactions may be Guideline the market for similar what is actually comparable. if possible. significantly older or liquidations or real estate transactions. Terms of transactions may not be Omission of this method is younger than the subject of sales not going concern Transactions Offers strong evidence for clear and could require considered suspect even if the valuation. casino transactions. the subject company if adjustments making them less there are no good comparables Avoid adding subjective Transactions may involve recently sold or if reliable. A lack of available. adjustments or using partially complete subsidiaries recently sold. adequate comparables or If there are no plausible multiples besides those construction or buildout of Courts may prefer since competitor values may indicate comparable transactions, don’t permitted in the analysis. facility and be less evidence of a competitor that a valuation
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