Just over a month after declaring it had ended talks about buying the casinos business of private equity-backed Gala Coral Group Ltd., gaming company Rank Group plc returned to strike a £205 million ($329.4 million) deal for the business.
Rank Saturday, May 12, said it will acquire 23 U.K. casinos and four non-operating licenses and the central management functions associated with Gala Casinos Ltd. The enlarged Rank will be the U.K. casinos market leader, with 59 operating venues and 13 non-operating licenses.
The deal comes after Rank on March 29 said talks about the purchase had ended and pledged to focus on organic growth. A person familiar with the situation said talks had resumed just a few days before Saturday's agreement.
Rank is led by CEO Ian Burke and is 74%-owned by Hong Kong-listed investment firm Guoco Group Ltd., which acquired its controlling stake last year. Gala has since 2010 been owned by former mezzanine debt holders Apollo Global Management LLC, Cerberus Capital Management LP, Park Square Capital Partners LP and York Capital Management LLC, which took control from Permira, Cinven Ltd. and Candover Partners in a debt-for-equity swap
Rank said Guoco has confirmed it will support the purchase, meaning the necessary shareholder approval is guaranteed. U.K. antitrust regulators must also clear the transaction. If all goes to plan, Rank will take out new three-year loans totalling £175 million to help finance the purchase. Completion is expected in the third quarter.
Gala Coral said it would receive £182.5 million on completion, while Rank will pay a further £22.5 million into escrow. Those funds will pass to Gala Coral in stages between completion and August 2015 as unspecified conditions relating to taxation, pensions and other contingent liabilities are met. Gala Coral, led by CEO Carl Leaver, said it will probably use the proceeds to cut debt but hasn't made a firm decision.
It also said the business it is selling had revenue for the last 12 months of £125.9 million and club-level Ebitda before rental and other costs of £25.7 million. A Rank spokesman declined to comment. The buyer will release its own detailed financial information on the target with documentation prepared for the pending shareholders' meeting.
Rank shares on Monday morning in London were up 3.30 pence at 120 pence, giving the company a market value of £468.7 million.
"The acquisition (subject to approval) of Gala Casinos looks strategically sound," wrote Peel Hunt LLP analyst Nick Batram. "The Gala estate presents significant upside and at the same time substantially improves the overall quality of group earnings."
Evercore Partners Ltd.'s Edward Banks is advising Rank. Deutsche Bank AG is Gala Coral's adviser.