The overall situation of the annual drama of Caesars Tourism's bankruptcy and reorganization has been decided, and the rebirth of Caesars Tourism with a market value of 10 billion is imminent.
On December 1, 2023, the first creditors' meeting of the reorganization case of Caesars Tourism and its six subsidiaries voted to approve the Reorganization Plan (Draft), and the meeting of the investor group voted to approve the Adjustment Plan for Investors' Equity in the Reorganization Plan (Draft).
On December 8, 2023, the Intermediate People's Court of Sanya City, Hainan Province, issued a Civil Ruling, ruling to approve the reorganization plan of Caesars Tourism and its six subsidiaries, and to terminate the reorganization procedure of Caesars Tourism and its six subsidiaries.
On December 26, 2023, the controlling shareholder of Caesars Tourism was changed to Huanhai Bay Cultural Tourism, and the actual controller was changed to Qingdao Shibei District State-owned Assets Operation and Development Center.
So far, the bankruptcy and reorganization drama of Caesars Tourism has ended with the entry of state-owned assets and the joint rescue of industrial investors and financial investors, leaving a strong mark for the domestic tourism capital market in 2023. With the entry of new shareholders, Caesars Tourism, which is on the verge of bankruptcy and delisting, has been given a chance to be reborn, even if the "savior" is not the Sanya Cultural Tourism Group that Caesars Sega originally expected, but this wave of operations has given Caesars Tourism the possibility of survival, but they have to face: scattered shareholders, unknown executives, and a possible relocation of headquarters.
Read more:
One of the biggest dramas of the year in the restructuring of Caesars Tourism: the game of delisting and reorganization.
Caesars Tourism's reorganization of the second drama of the year: Sanya abandoned Caesars Tourism
The third major drama of the year of Caesars Tourism's reorganization: the reorganization plan was released.
With the implementation of the ex-rights of Caesars Tourism's capital reserve to increase share capital, Caesars Tourism's share capital has also increased from 800 million shares to 1.6 billion shares, and its market value has also doubled to 614.7 billion yuan (stock price 3..)83 yuan shares), the market value is close to Zhongxin Travel (67.1.2 billion yuan, share capital 98.3 billion shares, 683 yuan shares).
According to the "Equity Value Analysis Report" issued by the previous financial adviser, it is expected that the reasonable range of Caesars Tourism after the reorganization is 11$88 to $1425 yuan. Similarly, based on the median value of about 13 yuan shares** in the valuation range, the market value of Caesars Tourism will be around 20 billion yuan after the completion of the reorganization. According to this calculation, the market value of Caesars Tourism will return to its peak in 2020 when it was affected by the Hainan duty-free wave. At the same time, Caesars Tourism will smoothly enter the top five of the 10 billion market value club of listed tourism companies.
According to the previous relevant agreement, after the reorganization, Huanhai Bay Cultural Tourism will hold Caesars Tourism 1362% equity;Rubicon** (newly established in November 2023 and designated by Luchuang as the subject of Caesars Tourism's restructuring investment) will hold Caesars Tourism340% of the shares, the two constitute a concerted action relationship, a total of 1702%。After the reorganization, the controlling shareholder of Caesar Tourism was changed to Huanhai Cultural Tourism, and the actual controller was Qingdao North State-owned Assets.
The equity relationship of the actual controller of Caesars Tourism after the reorganization.
According to the relevant agreements signed earlier, 10 financial investors have entered the market. Among them, Qingdao Hongchuang Cultural Tourism Investment Partnership (Limited Partnership) will hold the reorganized Caesar Tourism 391% equity (the actual controller is Qingdao State-owned Assets Supervision and Administration Commission);Hangzhou Hongzelong Enterprise Management Partnership (Limited Partnership) will hold the reorganized Caesars Tourism 254% equity (the actual controller is the State-owned Assets Supervision and Administration Commission of Zhejiang Province);Qingdao Jiruijiahe Enterprise Management Partnership (Limited Partnership) will hold 383% equity;Shenzhen Zhaoping Tongsheng Investment Partnership (Limited Partnership) will hold the restructured Caesar Tourism 368% equity (the actual controller is China Merchants Group, which is directly under the management of the State-owned Assets Supervision and Administration Commission);Hainan Lion Dance Ruixing Investment Partnership (Limited Partnership) will hold the reorganized Caesar Tourism 220% equity;Shenzhen Chuanglihui *** will hold the restructured Caesars Tourism 189% equity;Guangzhou Haina Win-Win Investment and Operation Partnership (Limited Partnership) will hold the reorganized Caesars Tourism 155% equity;Hangzhou Zheyue No. 1 Enterprise Management Partnership (Limited Partnership) and Zhongqianhe (Hainan) Investment Partnership (Limited Partnership) will both hold 052% equity;Beijing Fushi Chongxi Information Consulting Partnership (Limited Partnership) will hold the reorganized Caesars Tourism 187% equity.
Shareholdings of industrial and financial investors after the restructuring of Caesars Tourism.
Data**: Public information.
In addition, the 10 financial investors changed more or less slightly during this period. Among them, Hainan Shiwu Ruixing Investment Partnership (Limited Partnership), Guangzhou Haina Asset Operation, Shenzhen Chuanglihui, Qingdao Jiruijiahe Enterprise Management Partnership (Limited Partnership), designated reorganization investment entity, Guangzhou Haina Win-Win Investment and Operation Partnership (Limited Partnership) (shareholding 947%) chose to abstain from voting on Caesars Tourism.
With the completion of the distribution of the equity cake, the next step is to enter the adjustment of the company's operation and management. In this regard, Huanhai Bay Cultural Tourism, Lu Chuang** and Caesar Tourism managers reached an agreement on the adjustment of directors, supervisors and senior executives of the above-mentioned companies as follows:
After the reorganization, the number of members of the board of directors of Caesars Tourism is 11, including 4 independent directors, and at least 2 of them should be nominated by Rim Bay Cultural TourismThere are 7 non-independent directors, of which 4 should be nominated by Rim Bay Cultural Tourism.
After the reorganization, the number of members of the board of supervisors of Caesars Tourism is 3, of which 1 supervisor is nominated by Huanhai Tourism and 1 employee supervisor.
After the reorganization, the general manager, deputy general manager, financial director, secretary of the board of directors and other management team members of Caesars Tourism shall be appointed by the board of directors, and other management personnel shall be appointed by the general manager.
Prior to that, the Board of Directors of Caesars Tourism consisted of 9 directors, including 6 non-independent directors. Among them, Caesars Sega nominated 4 directors including Chen Jie, Jin Tao, Zhao Xin and Zhang Rui, and HNA Travel nominated 2 directors including Ning Zhiqun and Luo Zhipeng.
In terms of senior management appointment, among the five core executives, four of them, including Chen Jie, Golden Eagle, Yu Qiaoyan and Zhang Rui, were appointed by Caesars SegaOne of them is appointed by HNA Tourism, that is, Luo Zhipeng, who is in charge of food catering business.
Shareholdings of major shareholders of Caesars Tourism after the reorganization
*: Public information.
According to the shareholding of the major shareholders of Caesars Tourism after the reorganization, Huanhai Bay Cultural Tourism holds 1362%, Lu Chuang** holds 340%, and HNA Travel holds 1093%；Jingu Trust holds 636%；Caesars Sega and its concert parties hold 483%。It can be seen that the shareholding ratio of Caesars Tourism shareholders after the reorganization is extremely dispersed. From the perspective of equity, there will not be too many board seats reserved for the founding team of Caesars Tourism. But the position of senior executive may be able to occupy a majority of seats and continue to work for state-owned assets.
At present, Caesars Tourism has two major headquarters, namely Beijing and Sanya. In particular, in 2020, Caesar Tourism, as a key project for investment promotion in Hainan Province, landed in Hainan and opened its second headquarters. Different from the convenience of the Beijing headquarters in terms of domestic influence and outbound business, the purpose of Caesars Tourism's second headquarters in Hainan is mainly to smell the policy opportunity of Hainan Province as a free trade zone, and take the opportunity to cut deeper into a variety of tourism formats including duty-free and scenic spots.
Previously, Caesars Tourism had clearly proposed that "prospective investors should promise that the headquarters of the listed company will be located in Sanya after the reorganization and will not be relocated". After the loss of the first winning bidder of Sanya Cultural Tourism Group, this has also become the last bit of dignity that Caesars Tourism can retain after its reorganization. However, in early November, Caesars Tourism, as one of the representatives, signed the "Cruise Passenger Source Cooperation Agreement" with Qingdao International Cruise Port Service Administration. Similarly, in the "Reorganization Plan", it is also mentioned that the focus will be on the development of cruise and other businesses. Although, Qingdao is a megacity and a sub-provincial city, but how big is the cruise volume in Qingdao?Whether it can become one of the core businesses supporting the development of Caesars Tourism is still to be considered.
Whether or not Caesars Tourism will set up a third headquarters in Qingdao is not something that the existing Caesars management team can decide. In particular, there is no mention of Sanya in the "Reorganization Plan", and the focus is on the development of Qingdao City. Let me ask, which state-owned assets can allow their actual control enterprises to have "enclaves"?
Obviously, in addition to solving the problems of the capital market, the restructured Caesars Tourism will face more problems in how to recover, operate and manage its daily business in Beijing, Sanya and Qingdao. In the face of this situation, it may also be a big challenge for the new helm of Caesars Tourism.
Liang Qing This article only represents personal views and has nothing to do with the platform).