Our Response to SEC Request for Comment on the Effectiveness of Financial Disclosures about Entities Other than the Registrant
Read our full letter to the SEC here.
On Nov. 30, we sent a letter to the SEC in response to the commission’s request for comment on “Effectiveness of Financial Disclosures About Entities Other Than the Registrant”. We ask the Commission to consider three specific amendments to Rule 3-05. We have arrived at our suggestions after reviewing recent filings by Station Casinos LLC and Station Casinos Corp.
An excerpt from our letter:
We think investors would find it difficult to evaluate the proposed $460-million purchase price of Fertitta Entertainment LLC as neither registrant has provided historical financials of the target. The purchase agreement filed in an 8-K by Station Casinos LLC on Oct. 13 does not include any exhibits showing historical financials of Fertitta Entertainment. And these are not disclosed in Station Casinos Corp.’s IPO filings, including an S-1 filed on Oct. 13 and an S-1/A filed on Nov. 24, either.
Investors are thus left in a quandary: they cannot know whether the Fertitta Entertainment acquisition is “significant” because they do not have the necessary information to check the significance of the purchase using the tests provided for under Rule 3-05. They therefore cannot assess and evaluate whether the purchase of an affiliate under common control is a good one for Station Casinos LLC and its proposed new parent Station Casinos Corp.
See more of our analysis of the Red Rock Resorts/Station Casinos IPO:
- The insiders are cashing out at a high price compared to the company’s estimated equity.
- The tax receivable agreement could drain substantial amount of cash out of the company and affect free cash flow.
- The dual-class structure will make public investors second-class shareholders.
- The lack of disclosure regarding the regulatory problems of Deutsche Bank, a 25% current owner.
- Growth concerns in the company’s primary Las Vegas locals market and the lack of new development agreements in the tribal gaming market.