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Crucially, most of the existing Harrah’s debt did not have to be refinanced. Because it was not secured by any collateral, suddenly Harrah’s could issue senior debt backed by the company’s assets. It would do so in the LBO deal, pushing $4.5 billion of existing debt to the bottom of the totem pole in a $25 billion debt stack. This was cruel. Those existing unsecured bonds crashed in price as they were last in line to be repaid. But the maneuver allowed Apollo and TPG to issue new debt more cheaply. And it illustrated one of the key legal principles that would echo through this case: Debtholders’ relationship with the company remains strictly contractual. Any rights they have must be bargained for and embedded in documents. The management and board of a company, in contrast, have fiduciary duties which dictate that they maximize shareholder value.
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Sujeet Indap (The Caesars Palace Coup: How a Billionaire Brawl Over the Famous Casino Exposed the Power and Greed of Wall Street)