Blackstone adds break clause to Crown deal in event of licence suspension

| By Daniel O'Boyle
Private equity giant Blackstone has altered its bid to acquire Crown Resorts, so that the deal will not go ahead if either of Crown’s existing licences are suspended or its New South Wales licence is not granted.

Blackstone put forward an offer of AUS$8.02bn (£4.47bn/€5.21bn/US$6.19bn) to acquire the remaining 90.1% of shares in Crown last month, having already acquired 9.99% of the business from Melco in April 2020.

Under this deal, Blackstone will pay $11.85 per share.

At the time, Crown said it is yet to fully review the proposal and launched an assessment of the offer.

The bid followed an inquiry in New South Wales found that Crown was “unsuitable” to operate a casino in the Barangaroo district of Sydney. Launched in 2019, the inquiry found Crown engaged with junket operators with alleged connections to organised crime without undertaking proper due diligence. It also found that Crown put employees at risk of harm in its promotion of gambling in Mainland China.

While the inquiry determined that Crown was not a suitable licensee, it said Crown may still be able to operate if it underwent certain changes, including a full audit of accounts, as well as a compliance audit. In addition, any Barangaroo licensee “must provide certification of the completion of appropriate AML/CTF education, supplemented annually”.

The New South Wales report also prompted inquiries in Victoria and Western Australia, into the Crown Melbourne and Crown Perth properties, respectively.

In its new bid conditions, Blackstone has made clear that suspension, revocation or failure to receive a licence in any of the three states would be grounds to cancel the deal.

In addition, Blackstone may withdraw its bid if “any of the gaming regulatory authorities imposes terms or conditions on Crown or any of its current or foreshadowed casino licences or framework agreements which, when combined, constitute a material adverse change” to Crown’s business, or if the regulators signal that such conditions are likely.

If none of these conditions to cancel the deal arise, the acquisition is expected to close in the third quarter of 2021.

This week, Crown also appointed Bruce Carter, previously deputy chair of SkyCity Entertainment Group, to its board as a non-executive director. The operator has made a number of senior leadership changes since the NSW report was released, including chief executive Ken Barton opting to step down, with Helen Coonan taking over on an interim basis.

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