Caesars, A Sham Of An IPO... Beware The Ides of March (CZR, APO, GS, WYNN, LVS)

Caesars Entertainment Corporation (NASDAQ: CZR) is beyond weird when it comes to initial public offerings.  This was one of our TOP 17 IPOS TO WATCH IN 2012.  We also make no secret of the belief that we think this is a poor model of conducting an IPO.  By our take, this is almost a sham and feels a bit like a television advertisement to buy stock at 3 AM.  Effectively, it even feels like the ‘tracking stock’ IPO model of the late 1990s.  Caesars even stooped to having a three-letter stock ticker and listing on NASDAQ.

The casino and resort giant sold 1,811,313 shares of its common stock at $9.00 per share to raise gross proceeds of about $16 million before fees and discounts.  Keep in mind that this is the Harrah’s-Caesars deal which was a $15 billion buyout back at the peak of private equity.

$16 million… $15 billion… $28 billion.  Whatever it boils down to…  The figure we were counting on was up to $223.4 million in additional stock, the overwhelming majority of which would be coming from private equity owners. Apollo Global Management, LLC (NYSE: APO) is not even reacting positively to the news with a 0.8% drop down to $14.97 so far today, probably because it is not selling shares.  Paulson & Co. has the right to sell along with affiliated groups of Goldman Sachs Group Inc. (NYSE: GS).

Even a $500 million offering could have set the pace for up to a decade for all of the backers to exit their positions.

The reason that the company chose this model is likely to keep an initial higher value for a limited share float.  That establishes a fair market value that is probably higher than if the firms all sold shares in a huge offering for the market to absorb.  It allows private equity firms to liquidate in batches and it also gives those private equity firms an ability to peg a true market value to the shares rather than a theoretical value of the shares based solely upon other casino stock values.

Our take: The private equity firms should dismantled the assets into separate companies and sold them off or brought them public as smaller casino properties.

In some manner of speaking, this is far less transparent than exactly the ‘unlocking of Singapore and Macau’ values from Wynn Resorts, Limited (NASDAQ: WYNN) and Las Vegas Sands Corporation (NYSE: LVS).

Does us calling it a sham of an IPO mean that it will flop?  Not at all.  As we are publishing this, the value is up 50% from the $9.00 pricing at $13.70 on almost 3.9 million shares.  With such a low float, who knows how high it could go.  Still, if you are a ‘widows and orphans’ investor you probably better look elsewhere.

At least this IPO did not launch on the Ides of March.

JON C. OGG