LAS VEGAS—Caesars Entertainment Corp., which is attempting to restructure the casino industry's biggest debt load, disclosed in an SEC filing Wednesday that it's considering an OpCo/PropCo split that would turn its largest operating division into a REIT. The casino operator has $22.8 billion in long-term debt, has lost money each year since 2009 and last week posted a $149.2-million quarterly loss.

Under the proposal, CEC would convert Caesars Entertainment Operating Co., which owns most of the 39 casino-hotels Caesars operates in 14 US states and one Canadian province, into a REIT with an OpCo and PropCo. OpCo would lease the properties owned by PropCo and pay rent to PropCo, with CEC providing a limited guarantee of the lease on terms to be determined, according to Wednesday's SEC filing.

However, Wednesday's SEC filing called the Oct. 28 REIT plan “outdated” and noted that it is just one of several proposals being discussed between CEC and its creditors. Bloomberg reported Wednesday evening that two of the casino giant's creditors have exited restructuring talks.

The SEC filing also revealed a plan for repaying CEOC's creditors. Holders of the operating unit's senior secured credit facilities—about $5.36 billion, according to Bloomberg—would receive a 100% recovery in cash and debt, while the beneficial holders of CEOC's $6.35 billion in first-lien bond debt would receive a 93.8% recovery in cash, debt and equity. Holders of CEOC's second-lien and unsecured bond debt would receive a minimal amount of equity unless they voted to approve the company's restructuring plan.

CEC's REIT proposal is the second one this month from a Las Vegas-based gaming company. Two weeks ago, Pinnacle Entertainment Inc. said its board had approved a plan to split its operating and real estate assets into two publicly traded companies, with the properties converted into a REIT that will be distributed to PNK stockholders in a tax-free spin-off. Such a REIT conversion would be contingent upon a number of factors, including IRS approval.

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Paul Bubny

Paul Bubny is managing editor of Real Estate Forum and GlobeSt.com. He has been reporting on business since 1988 and on commercial real estate since 2007. He is based at ALM Real Estate Media Group's offices in New York City.