In re Caesars Entertainment Operating Co.

561 B.R. 457, 2016 Bankr. LEXIS 4527, 2016 WL 7477557
CourtUnited States Bankruptcy Court, N.D. Illinois
DecidedMarch 16, 2016
DocketNo. 15 B 1145 (Jointly administered)
StatusPublished
Cited by4 cases

This text of 561 B.R. 457 (In re Caesars Entertainment Operating Co.) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, N.D. Illinois primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Caesars Entertainment Operating Co., 561 B.R. 457, 2016 Bankr. LEXIS 4527, 2016 WL 7477557 (Ill. 2016).

Opinion

MEMORANDUM OPINION

A. Benjamin Goldgar, United States Bankruptcy Judge

Before the court in these “immense, and immensely complicated,” bankruptcy cases, Caesars Entm’t Operating Co., Inc. v. BOKF, N.A. (In re Caesars Entm’t Operating Co., Inc.), 808 F.3d 1186, 1187 (7th Cir. 2015), is the motion of the Statutory Unsecured Claimholders Committee (the “Committee”) for derivative standing. The [460]*460Committee wants standing to commence, prosecute, and settle a host of claims on behalf of the debtors’ estates.

As explained below, the Committee has failed at this juncture to show that it is entitled to derivative standing. Rather than deny the motion, however, the court will continue it for further consideration later in the case, should that prove necessary.

1. Jurisdiction

The court has subject matter jurisdiction pursuant to 28 U.S.C. § 1334(b) and the district court’s Internal Operating Procedure 15(a). This is a core proceeding. See 28 U.S.C. §§ 157(b)(1)(A), (0); In re Dzierzawski, 518 B.R. 415, 417 (Bankr. E.D. Mich. 2014).

2. Facts

Although the decision here is straightforward, considerable background is necessary to understand the claims the Committee wants to assert and the reasons its request will not be granted now. The facts below are drawn from the Committee’s motion, the responses to it, the Committee’s original proposed complaint, and its amended proposed complaint. To provide a complete narrative, additional facts are drawn from the court’s docket and papers filed in these cases. See Independent Trust Corp. v. Stewart Info. Servs. Corp., 665 F.3d 930, 943 (7th Cir. 2012) (stating that a trial court may take judicial notice of a case’s history to “further [the] procedural narrative”). No facts are in dispute.

a. Background

These jointly-administered chapter 11 cases were filed on January 15, 2015 (the “petition date”). The debtors are the primary operating units of a larger group of companies sometimes described as “the Caesars gaming enterprise” (collectively, “Caesars”). The debtor in the lead case is Caesars Entertainment Operating Co,, Inc. (“CEOC”). The other debtors are subsidiaries of CEOC. The majority owner of CEOC is Caesars Entertainment Corp. (“CEC”). CEC is not a debtor.

Caesars owns, operates, or manages fifty gaming and resort properties in five countries, including the United States. The debtors own, operate, or manage thirty-eight of the properties. At least seven of the properties are riverboat or dockside casinos.

To operate their hotels and casinos, the debtors possess liquor and gaming licenses from various government agencies. The debtors also hold insurance policies providing coverage for an array of possible losses.

b. The Funded Debt Obligations

As of the petition date, the debtors had outstanding funded debt of $18.4 billion in the form of bank loans and notes. Some of the funded debt is secured by first and second liens on personal property such as liquor licenses, gaming licenses, and insurance policies. Some is secured by mortgages on riverboat and dockside casinos as well as other real estate.

i. The First Lien Bank Debt

The first lien bank debt originated in January 2008, when CEC (then known as Harrah’s Entertainment, Inc.) and CEOC (then known as Harrah’s Operating Co.) entered into a secured credit agreement (the “first lien credit agreement”) with Bank of America, as first lien administrative agent and first lien collateral agent, and an assortment of banks (the “first lien lenders”). Under the first lien credit agreement, CEOC was entitled to borrow up to $9.25 billion. As of the petition date, CEOC’s first lien bank debt totaled approximately $5.35 billion.

The first lien credit agreement was amended several times, the last time in July 2014 when CEOC obtained $1.75 bil[461]*461lion in new terra loans. Around then, Credit Suisse AG, Cayman Islands Branch (“Credit Suisse”) succeeded Bank of America as the first lien administrative agent and the first lien collateral agent.

ii. The First Lien Note Debt

CEOC’s current first lien note debt arose under four indentures between June 2009 and February 2013. The parties to all four indentures were CEOC, CEC (as guarantor), debtors Caesars Operating Escrow LLC and Caesars Escrow Corp. (as escrow issuers), and U.S. Bank, N.A., as first lien indenture trustee. At.some point, UMB Bank, N.A. (“UMB”) succeeded U.S. Bank as trustee under the indentures.

CEOC issued about $6.3 billion of notes under the four indentures (the “first lien note debt”). As of the petition date, CEOC’s first lien note debt totaled approximately $6.35 billion.

iii. The First Lien Collateral Agreement, Security Interests, and Mortgages

To secure repayment of its first lien bank and note debt, CEOC and some of its subsidiaries (the “subsidiary pledgors”) entered into a collateral agreement (the “first lien collateral agreement”) with the first lien collateral agent, the first lien administrative agent, and the first lien indenture trustee (together with the first lien lenders, the “first lien secured parties”).

In the first lien collateral agreement, the first lien secured parties were granted security interests in substantially all of CEC and the subsidiary pledgors’ personal property, including insurance policies, gaming licenses, and liquor licenses. The first lien secured parties were also granted security interests in “commercial tort claims” of CEC and the subsidiary pled-gors.1 And the first lien secured parties were granted first mortgages in real estate of CEC and the subsidiary pledgors, including riverboat and dockside casinos.

iv. The Second Lien Note Debt

CEOC’s current second lien debt also consists of notes. From 2008 to 2010, CEOC issued approximately $5.24 billion of second lien notes under three indentures (the “second lien note debt”). As of the petition date, the second lien note debt totaled approximately $5.24 billion.

Each indenture has a different trustee. Delaware Trust Company, FSB (“Delaware Trust”) is indenture trustee under an indenture dated December 24, 2008, pursuant to which CEOC issued 10.00% second priority senior secured notes due 2015 and 10.00% second priority senior secured notes due 2018. Wilmington Savings Fund Society, FSB (“Wilmington Savings”) is successor indenture trustee under an indenture dated April 15, 2009, pursuant to which CEOC issued 10.00% second priority senior secured notes due 2018. BOKF, N.A. (“BOKF”) is indenture trustee under an indenture dated April 16, 2010, pursuant to which CEOC issued 12.75% second priority senior secured notes due 2018.

v. The Second Lien Collateral Agreement, Security Interests, and Mortgages

To secure repayment of its second lien note debt, CEOC and the subsidiary pled-gors entered into a second lien collateral [462]

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Manley Toys Limited
D. New Jersey, 2020
In re Sweports, Ltd.
565 B.R. 129 (N.D. Illinois, 2017)

Cite This Page — Counsel Stack

Bluebook (online)
561 B.R. 457, 2016 Bankr. LEXIS 4527, 2016 WL 7477557, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-caesars-entertainment-operating-co-ilnb-2016.