Okada Manila Merging with Ader SPAC in $2.6B Single Casino Transaction

Posted on: October 16, 2021, 04:01h. 

Last updated on: October 16, 2021, 04:24h.

Todd Shriber @etfgodfather Read More
Expertise: Financial, Gaming Business, Mergers and Acquisitions.

Okada Manila, the world’s only Japanese-owned integrated resort, is merging with Jason Ader’s special purpose acquisition company (SPAC) 26 Capital (NASDAQ:ADER) in a deal valuing the gaming venue at $2.6 billion.

Okada Manila
Jason Ader’s SPAC is merging with Okada Manila. The deal values the Japanese casino operator at $2.6 billion. (Image: CNBC)

The announcement ends months of speculation as to which shell company the gaming company would merge with as it seeks a US listing. In February, Okada Manila said it was searching for a SPAC partner in an effort to attain a Nasdaq or New York Stock Exchange (NYSE) listing. Following completion of the transaction, which is scheduled for June 2022, Okada Manila shares will debut on Nasdaq. Talks between the casino operator and 26 Capital started in July.

The transaction implies an enterprise value for Okada Manila of $2.6 billion, and is anticipated to provide Okada Manila with up to $275 million in cash,” according to a statement.

That’s on the high side of gaming industry/blank check deals to date. Universal Entertainment, the Japanese pachinko giant that’s the parent company of Okada Manila, is rolling 100 percent of the equity in the casino operator, and Ader’s 26 Capital is providing up to $275 million in cash to the business.

Okada Manila: Small Roster, Big Potential

Assuming it doesn’t acquire another venue prior to its Nasdaq debut, Okada Manila will be the smallest US-listed gaming company in terms of number of casinos, at just one. That distinction currently belongs to Monarch Casino & Resort (NASDAQ:MCRI), which currently owns just two properties.

Still, Okada Manila offers investors plenty of potential. That’s because, in non-coronavirus times, the Philippines is a growing, vibrant gaming market, and the Japanese company has enviable positioning there. Okada Manila is the biggest casino in the Entertainment City area in terms of gross floor and gross gaming area. Gross gaming revenue (GGR) in that district was soaring prior to the pandemic, growing 24 percent annually for the seven-year period ending 2019.

“Okada Manila is expected to have tremendous future growth by tapping into significant pent-up demand after the easing of travel and hospitality restrictions,” according to the statement. “This transaction allows the company to expand in the Philippines and look outside its current market to other growth markets.”

When in-progress enhancements are completed next year, Okada will be home to 974 table games and nearly 6,900 gaming machines. The company also mentions that it could potentially participate in a future integrated resort in Japan.

Ader Involvement a Coup for Okada Manila

The deal comes at a time when some in the investment community are decrying SPAC sponsors. They point to some rapidly selling shares or not having adequate experience in the industry of the target company, Ader’s involvement with Okada Manila stands out in positive fashion.

Ader’s ties to the gaming industry run deep. Prior to branching out on his own, he was a gaming and lodging analyst at Bear Stearns. Institutional Investor recognized him as the best among his peers for 10 straight years. He’d later serve as a board member of Las Vegas Sands from 2009 to 2016.

In 2015, he orchestrated a takeover of online gaming firm Bwin.party by the company now known as Entain Plc. In 2018, Ader’s SpringOwl Asset Management took a stake in gaming software provider Playtech – a name that’s been mentioned as a takeover target.

That says Ader has experience with iGaming, which is relevant to Okada Manila, because the Philippines has a new, regulated online gaming market.