Mergers and Acquisitions: Hard Rock Sold for $770 Million - Sunday 14th of May 2006

by Hubble Smith

Las Vegas Gaming Wire

The Hard Rock Hotel, a pop icon in Las Vegas with its signature neon guitar and concert venue, The Joint, has been sold to New York-based Morgans Hotel Group for $770 million, Hard Rock founder Peter Morton said Thursday.

The sale, pending regulatory approval and other conditions, includes the 647-room hotel and 30,000-square-foot casino on 17 acres at Paradise Road and Harmon Avenue, 24 adjacent acres that were planned for a hotel-condo expansion and related intellectual property.

Morton will receive about 95 percent of the net proceeds from the sale and said he doesn't plan to develop any other properties in Las Vegas, gaming or otherwise.

"I'm taking my chips off the table," Morton said from his Los Angeles office. "Vegas is a great town. I've got great people working at my hotel, and the community has been phenomenal. We tried in our own small way to make a contribution. We brought some rock 'n' roll to town."

The Joint turned Las Vegas into a popular music scene destination with performances by such acts as the Rolling Stones, Bob Dylan, Neil Young, Coldplay, Norah Jones, David Bowie, Elvis Costello and Nine Inch Nails.

Morton built the Hard Rock in 1995 for $80 million and expanded the property in 1999 with a beach club and swimming pool that became one of the hottest party spots in town. It was chosen as one of the top 10 pools in the world by the Travel Channel. Other Hard Rock attractions include Body English nightclub, Nobu restaurant and an 8,000-square-foot spa and fitness center.

"The Hard Rock is already an extraordinary landmark and we are pleased to be able to acquire a property that has so much expansion potential," Edward Scheetz, president and chief executive officer of Morgans, said in a statement. "Since Las Vegas is the largest hotel market in the U.S., it is key for our growth strategy. This transaction provides us with an immediate and highly visible entry into this market."

He said the Hard Rock will complement Morgans' existing collection of hotel brands, which include Morgans, Royalton and Hudson in New York; Delano and The Shore Club in Miami; Mondrian in Los Angeles and Scottsdale, Ariz.; Clift in San Francisco; and Sanderson and St. Martin's Lane in London.

"What I assume is they're buying the Hard Rock brand because they went public recently and they need recognition," said Jim Stuart, principal of Las Vegas-based Centra Properties, a joint venture partner with Related Cos. in the Las Ramblas project on Harmon. "Strategically, it's a logical move for Morgans because their growth mechanism is they buy a brand."

Morgans, which closed down 7 cents at $17.95 a share Thursday on the Nasdaq National Market, is known as a boutique hotel operator targeting a younger demographic.

"This hotel, along with our established and renowned Delano and Mondrian brands, will allow us to dominate the Las Vegas market at multiple price points by offering the style, innovation and service with which our brands are synonymous," Scheetz said.

Morgans, which was founded by Studio 54's Ian Schrager, also has an agreement with Boyd Gaming to build a 600-room Delano and 1,000-room Mondrian hotel at Echelon Place, planned for the current site of the Stardust on the Strip.

"We have high regard for their company and we're very excited about their involvement in the Echelon development," Boyd spokesman Rob Stillwell said. "They're coming into Las Vegas in a big way."

Two Wall Street analysts who wouldn't comment on the record because of conflicts said Morgans has wanted to enter the Las Vegas market for some time and that the Hard Rock fits with its mode of operation. It was only a question of reaching terms, especially on price, since Morton wanted at least $750 million.

Hard Rock Hotel reported earnings of $45 million before interest, depreciation, taxes and amortization last year, but because it's privately held, nobody knows to what degree there may be excess expenses, said Jane Pedreira, a gaming analyst for Lehman Bros.

She said the hotel was selling somewhere between nine times and 12 times its EBIDTA multiple, depending on how you value the 24 acres. She ran numbers from $10 million to $15 million an acre.

"We don't know if they're linked to just the hotel or can they use the Hard Rock name on other hotels," she said. "In the grand scheme of things, it's not a lot of money, rather than buying a Strip property and imploding it. You're not talking multiple billions of dollars. And it still fits with their trendy market niche."

The part that intrigues Pedreira the most about the Hard Rock sale is the gaming license. Morgans would have to go through the licensing process or contract with a casino operator, possibly Boyd.

"It would be unusual to give away the upside of a gaming license," she said.

Morton cofounded the Hard Rock brand in 1971 and sold his chain of Hard Rock cafes to the Rank Group for $410 million in 1996.

"I've been involved with the Hard Rock for 35 years," Morton said. "I just think it's a great time to sell. There's a lot of liquidity out there. As you know, the market is at a peak right now and I got a great offer. I just sort of felt there came a point in my life where I wanted to do more with my life and re-evaluate things. I want to do some different things."

Adam Frank, principal of Edge Resorts, which is developing the W Las Vegas hotel at Harmon and Koval Lane, said he'd heard Morgans' name tossed around as a possible suitor of the Hard Rock, but it wasn't one of the names he heard most often.

The Rank Group also was one of the unsuccessful bidders for the hotel-casino.

"This is great news for the Harmon corridor," Frank said. "We're happy to hear it. We've got a strong partner at that end of the block. We're trying to create a boutique environment and Morgans brings that."

Frank has stayed at Morgans, Delano and Mondrian and said they combine the hotel and nightlife that will contribute to the overall young, hip vibe that's coming to the Harmon corridor. Like the W and other hotel brands around the world, Morgans realized they had to be in Las Vegas, Frank said.

The acquisition will be financed with cash on hand and Morgans' corporate line of credit, as well as a $700 million loan from an affiliate of Credit Suisse.

The Associated Press and Bloomberg News contributed to this report.

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