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  • Writer's pictureGreystone Capital

Gateway Casinos and Leisure Acquisition Corp. SPAC – cheap with decent growth

While I’m researching and accumulating shares in a new idea (post coming soon), and since I haven’t written anything in awhile, this is a short post to highlight an opportunity that came across my desk recently. I’ve had a lot of success with SPACs in the past (kidding…I have not), and every once in awhile they look like interesting situations.

Here’s the situation overview:

GTWY Holdings Limited (“GTWY“), the holding company for Gateway Casinos & Entertainment Limited, one of the largest and most diversified gaming and entertainment companies in Canada, which is currently majority owned by The Catalyst Capital Group Inc., and Leisure Acquisition Corp. (NASDAQ: LACQ, LACQU, LACQW) a special purpose acquisition company, jointly announced today that Gateway and Leisure have entered into a definitive agreement for a business combination whereby Leisure will merge into a wholly-owned subsidiary of GTWY in a transaction with a pro forma enterprise valuation of approximately US$1.115 billion (C$1.463 billion).  HG Vora Capital Management, LLC, on behalf of certain of its affiliates, is supporting the Transaction through a US$30 million equity commitment.  HG Vora has committed more than $100 million in total, including previously invested capital.

All outstanding shares of Leisure will be converted into Gateway shares at an exchange rate of one to one. All warrants to purchase Leisure shares will be converted into warrants to purchase shares of GTWY at an exercise price of $11.50 per share.

Here’s a look at the pro forma capital structure:

Gateway Capital Structure

Of note, this does not include cash from future warrant exercises, nor does it include the fully diluted share count (which I believe management uses for the pro-forma EV as well as pro-forma EBITDA multiples) which would take the EV to around $1.15-1.2B. The fully diluted structure is below.

Gateway Dilution

I’m not too familiar with the gaming space, but Gateway is a monster in the industry, serving as one of the largest and most diversified gaming and entertainment companies in Canada with 25 gaming properties in British Columbia and Ontario and two additional properties in Edmonton, Alberta. Across its entire portfolio, Gateway currently employs over 8,200 people and features approximately 440 table games (including 48 poker tables), 13,915 slots, 93 food and beverage outlets and 561 hotel rooms. A multi-pronged growth strategy has seen Gateway diversify and expand its product offering, including developing proprietary casino and restaurant brands, dramatically improving the gaming customer experience while attracting new customers.

Boosted by industry-wide growth, over the past six years, Gateway has doubled their locations, tripled their slot machine count, doubled their table games, added 56 additional food and beverage outlets, and doubled adjusted EBITDA. Gateway now operates over 40% of all slot machines and table games in British Columbia. The capital light nature of some segments of the business are attractive (although growth capex requirements are high – see below), and market knowledge/leadership allows Gateway to double down on what works and rebrand/relocate casinos to underserved and underpenetrated markets within Canada.

Management is predicting a bright future for the company on the back of significant capital investments made over the past three years. Over the next few years, Gateway expects to open three new casinos, and relocate four to underpenetrated markets, resulting in an increase of 1,900 slot machines (an increase of 13.5%), 100 table games (an increase of 22%) and 15 branded food and beverage outlets (an increase of 16%).

Rebranding and relocation seem like relatively low hanging fruit. I may be wrong. Unless it takes significant upfront costs to enter into new markets, this strategy should be helpful to bottom line results, and based on the above, the company’s footprint will be greatly expanded.

Pro forma projections make the merger appear cheap, but I’d caution investors to dig in a lot more (not advice, just do your own work) as in addition to the SPAC nature of the deal, there is some hair attached. Also, when have you seen any pro-forma projections that do not appear rosy??

Here’s a quick look at what the company has provided:

Gateway Valuation

So the company is cheap and growing. Also cheap considering gaming competitors trade in the range of 7.5x – 11x EBITDA. Casino operators and hotel companies trade at mid-teens multiples.

However, considering the SPAC nature of the deal, large debt load and future dilution and I’m not sure the discount is that egregious. But as mentioned above, Gateway has an incredibly strong market position and is growing quite rapidly.

Management and the board

Do your own work here, but there appears to be some very experienced managers and board members involved in this deal, including HG Vora (a fund with significant investing experience in the gaming space) Catalyst Capital (one of Canada’s largest private equity firms), A. Lorne Weil (significant SPAC experience), and new CEO Marc Falcone, a gaming industry veteran.

There are some things to dig into here, especially pre and post deal actions by large shareholders, and understanding why Gateway is taking the SPAC route. Of note, Catalyst tried to take the company public in 2012 only to have their proposed valuation balked at. The valuation at the time, over $1B is not too far off from where Gateway hopes to land following the merger. A sign of the times maybe?

In addition, there seems to be no shortage of negative press surrounding Catalyst (they wrote a response to the article linked above). This was enough for me to walk away from this one [only after wasting my time writing a blog post about it ;)].

Additional things to consider:

  1. Current LACQ shareholders will retain 43% of Gateway shares outstanding

  2. As with most SPACs, significant dilution on the horizon of (by my calculations) 33mm shares would nearly double the share count

  3. Of course management could redeem the warrants early to avoid some of this

  4. Balance sheet is quite stretched w/ significant growth capex plans in the works – 4.7x debt/EBITDA

  5. However, the majority of debt is due 2022 and beyond ($70mm within one year)

  6. HG Vora Capital has committed over $100mm in total including $30mm to help finance the SPAC

  7. The pro forma 7.5x EBITDA multiple is before any expenses and fees incurred by LACQ, paid by Gateway. Should Gateway pay LACQs fees and expenses, shares issued to Gateway shareholders will increase in a pro rata basis by the amount of LACQs fees paid by Gateway. Not sure if this is boilerplate stuff or if there will be material dilution here

  8. Free cash flow conversion appears quite high due to the capital light nature of the business operations – estimated to be 90% of EBITDA for 2020, however, growth capex requirements are substantial

  9. Gateway spent over $300mm in growth capex during the past three years, and has plans for $490-$530mm in additional capital costs to renovate, rebuild and acquire properties during the next few years

  10. Of note, a portion of growth capex appears to be reimbursable in the form of increased share of gaming revenue from the area of operation – investors will have to dig into this more as I’m too lazy and putting this one aside for now, but from the Gateway F-1

  11. “…the majority of our capital expenditures on gaming operations in British Columbia were eligible for reimbursement by the BCLC through the FDC, which reimburses gaming operators for approved gaming-related property expenditures by allowing gaming operators to recover these capital expenditures in the form of an additional share of future gaming revenue”

The transaction is expected to close in the second quarter of 2020. I do not own any shares of LACQ, LACQW, or GTWY.

The fixer

Newton Glassman and Other People’s Money

https://www.sec.gov/Archives/edgar/data/1755874/000119312518330759/d597838df1.htm#rom597838_14

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