Gilbert to control Greektown casino but not own all of it

Posted on February 18, 2013

Quicken Loans founder Dan Gilbert has secured agreements to buy control of Greektown Casino-Hotel, but his quest for all the remaining shares of the company has been blocked by investors who say Gilbert is treating Detroit’s No. 3 casino as distressed when it’s newly remodeled with lucrative years ahead.

The business could be in the hands of Gilbert by as early as mid-March, pending approval by the Michigan Gaming Control Board.

Still, out-of-state investors are insisting he pay more for the remaining 24% of controlling shares than the $90 a share he’s agreed to pay other sellers last month.

A Gilbert representative said there would be no higher offer than the one on the table.

His earlier mid-January offer originally was $81, but he found no takers, records show.

“The board clearly did not consider that a premium,” said John Truscott, spokesman for the casino’s board of directors. “He paid distressed prices for a lot of his buildings, and Greektown is not a distressed asset.”The casino, since it emerged from bankruptcy in 2010, has unveiled roughly $100 million in extensive renovations aimed at positioning itself against its two local competitors, MGM Grand Detroit and MotorCity Casino Hotel, as well as nearby Caesars Windsor in Canada and the new Hollywood Casino Toledo, about 60 miles south in Ohio. Hollywood advertises heavily in Michigan.

Greektown opened a new food court this month, as well as a valet parking garage with moving walkways and a waiting area reminiscent of a cocktail lounge. Its new high-end restaurant, Brizola, features starship-like design schemes and a transparent cabinet stocked floor-to-ceiling with bottles of wine.

“From the board’s perspective, everything is now coming online,” Truscott said. “You’ll see those investments start to pay off. So you don’t reduce your price.”

The offer stands

Gilbert — a deep-pocketed entrepreneur who wants to transform downtown Detroit with his multiple real estate purchases — recently disclosed in corporate filings he has agreements for $146 million of the stock, or 76% of the voting shares, with additional offers to buy much of the rest from two financial firms.

The remaining stock not in Gilbert’s control is owned primarily by two New York-based investment funds, Brigade Capital Management and Standard General.

The Gilbert-led team will not raise its offer, despite lobbying by the remaining owners, said Matt Cullen, president of Rock Gaming, the casino arm of Gilbert’s business empire.

“We made both of them offers at $90 a share,” he said. “We would be pleased if they are sellers, or we could be pleased if they would like to stay in and be partners and help us move the asset and the value forward.”

Gilbert’s vision

Casino ownership in Detroit would further Gilbert’s civic-minded goal for a livelier “Detroit 2.0,” a vision that’s driven his recent purchases of 15 downtown buildings in addition to his investment in the M1 Rail transit project for Woodward Avenue.

He has moved most of his suburban Detroit employees into his downtown buildings as he tries to transform it into a tech center akin to a miniature version of California’s Silicon Valley.

Through streetscape improvements and building renovations, Gilbert would like to tie the Greektown entertainment district more closely to his other holdings downtown, mostly along Woodward Avenue and around Campus Martius, a 5- to 10-minute walk away.

Gilbert already has casino projects in downtown Cleveland, downtown Cincinnati and downtown Baltimore.

Horseshoe Casino Cleveland opened in May in a former department store near a public square that is comparable to Detroit’s Campus Martius. The Cincinnati casino is to open in March not far from that city’s Over-the-Rhine neighborhood, and managers of the Baltimore casino, set to open in 2014, are already marketing the attraction as a younger, hipper alternative to their main competition in a suburban mall.

Some have referred to Gilbert’s Greektown purchase as a “creeping takeover.”

A Rock Gaming subsidiary quietly bought up a 50.8% controlling stake in the casino complex last year, paying $72 a share in June for $5.7 million in casino stock, then $90 a share for $78.1 million in stock just before Christmas, according to corporate filings.

Gilbert, who also owns the Cleveland Cavaliers NBA basketball team, publicly revealed his Greektown ambitions in mid-January when Rock Gaming announced what was widely interpreted as his offer to buy out all remaining casino stockholders for the “premium” of $81 per share.

But the remaining shareholders balked.

“It is our strong belief that the Gilbert bid is too low,” wrote Donald Morgan III, a manager at a New York hedge fund, Brigade Capital, which is among Greektown’s largest and more outspoken shareholders.

The consortion of investors that currently owns the casino complex calculated the value of Gilbert’s $81 offer at $186 million, significantly less than what they consider the casino’s full $273-million value, including accrued dividends. That would come out to $118 per share. The remaining investors have indicated they’re open to selling for less.

Strategy changes

As shareholders last month lobbied for a higher offer than $81, Gilbert changed his takeover strategy.

During a Jan. 29 meeting between Rock Gaming representatives and some Greektown board members, the Gilbert side made clear it would withdraw the $81-per-share proposal. Instead of negotiating a deal through the board, Gilbert’s team would approach the financial institutions that own the largest blocks of shares.

Rock Gaming paid $90 per share for $12.9 million in Greektown stock from Oppenheimer Funds and $90 per share for $49.6 million of stock from a New York-based investment firm called Solus AlternativeAsset Management.

Greektown remained the No. 3 casino in Detroit in 2012 with a reported 25% market share, trailing MotorCity at 32% and market-leader MGM Grand at 43%. Total combined revenue for the year at all three casinos was down 0.5% to $1.4 billion. Greektown’s annual revenue was down 0.2% to $352 million.

“The fact that they’re off by such a small margin shows that they’re really holding their own,” Truscott said, noting how 2012 was the first year Detroit faced casino competition from Ohio.

John Gallagher, Detroit Free Press.