Chilean Antitrust Authority Approves Acquisition of Enjoy Casinos by Creditors
The Chilean National Economic Prosecutor’s Office (FNE) approved on December 31st the acquisition of six casinos previously owned by Enjoy by its creditors Avla Seguros S.A, WEG Capital SpA, and Banco BTG Pactual. This acquisition is part of Enjoy’s second judicial reorganization process, aimed at restructuring the Latin American gaming operator.
According to reports, the involved parties notified the operation on November 22, 2024, following the 8th Civil Court of Santiago’s approval of Enjoy’s judicial reorganization agreement. This agreement seeks to ensure the operational continuity of these subsidiaries.
The authorization occurred after Esteban Rigo-Righi stepped down as the company’s general manager, having overseen the recent judicial reorganization process.
The reorganization plan divided Enjoy into three new entities, each with distinct ownership primarily held by the creditors:
- Newco 1: Retains the Punta del Este casino and two other real estate assets in Chile.
- NewCo 2: Manages the casinos and hotels in Rinconada de Los Andes (Enjoy Santiago), Antofagasta, Chiloé, Viña del Mar, Coquimbo, Pucón, and the Puerto Varas hotel.
- Enjoy S.A.: Administers the remaining assets, mainly the operations in San Antonio and Los Ángeles.
The FNE’s approved operation specifically concerns the sale of NewCo 2, encompassing the casinos in Rinconada, Antofagasta, Chiloé, Viña del Mar, Coquimbo, Pucón, and the Puerto Varas hotel (although the casino permit there was revoked).
The buyers of these assets are:
- Avla: A company involved in the credit insurance industry across Chile, Peru, Mexico, Brazil, and the United States.
- WEG Capital: A firm specializing in financial advisory and investments.
- Banco BTG Pactual: A unit of the bank domiciled in the Cayman Islands.
In its competitive analysis, the FNE stated that the acquisition poses no risk of vertical or horizontal collusion, as the firms “do not conduct, nor plan to conduct, economic activities in the same relevant market, or in vertically related markets.”
“Therefore, the Operation would not result in an increase in market concentration in the activities involving the economic agents and assets of the Operation,” the prosecutor’s office explained.
Operation Details
The newly formed NewCo2, named Casinos de Chile SpA, will have A and B series shares. The A series will be subscribed and paid “entirely by Enjoy with the contribution of certain assets transferred to this company,” while the B series will belong to Avla.
Regarding the privileges of each series, the document indicates that the A series can appoint one member of the Casinos de Chile SpA board, and the B series has the right to appoint the remaining four members.
The assets that Enjoy would contribute to Casinos de Chile are shares of the companies that control the casinos and hotels in Antofagasta, Coquimbo, Viña del Mar, Rinconada, Pucón, and Castro.
Once the previous shares are transferred to NewCo 2, Avla, through Inversiones Casinos de Juego SpA (NewCo C), is expected to subscribe to the B Series of Casinos de Chile with 95.2% of its capital. This action would allow Avla to “decisively influence” NewCo 2.
Regarding the participation of BTG and WEG, it is stipulated that they, through the formation of Holding Casino Rinconada SpA (NewCo D) and through a purchase agreement, acquire 100% of the shares that make up the economic unit of Casino Enjoy Rinconada.
Thus, once NewCo C takes control of NewCo 2, it is expected to “sell, assign, and transfer all of the assets” to NewCo D.
“The Parties affirm that all acts and agreements constitute a single concentration operation, considering that both the transaction through which Avla acquires indirect control in NewCo 2, and the transaction by which BTG and WEG acquire joint control of Casino Rinconada, are interrelated as they depend on each other,” the regulatory body summarizes.
Finally, based on all the information presented by the parties to the FNE, the agency recommended approving the business reorganization proposed by Enjoy and the other groups linked to the operation without any obstacles.
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