We finally know just what Wind Creek Hospitality is buying from Las Vegas Sands Corp.

Last March, the affiliate of an Alabama-based Indian tribe and the Sands announced they’d reached a $1.3 billion deal to sell the Bethlehem casino. But just what was at stake in the sale was not disclosed.

Was it just the casino and outlet mall? What about the No. 2 Machine Shop and the Steel General Office building? How about the annex and satellite parking lots, which the SteelStacks complex depends on?

Las Vegas Sands completed its $1.3 billion sale of its former Pennsylvania casino resort in Bethlehem to Wind Creek Hospitality last May. Fast forward to today, and the transaction is proving to be. The deal’s closing comes two days after the Pennsylvania Gaming Control Board signed off on the sale of the state’s perpetual table games revenue leader. Now, just over 10 years since Sands Casino. 21, the Sands and Wind Creek’s PCI Gaming Authority filed an official change of ownership petition with the Pennsylvania Gaming Control Board that details how this sale will go down. Gaming regulators in Pennsylvania unanimously approved the sale of Sands Casino Resort Bethlehem by Las Vegas Sands Corp. To Wind Creek Hospitality, an arm of Alabama’s Poarch Band of Creek Indians. Tribe will make $250 million worth of improvements to property. Seeing a price tag of $1.3 billion when the Sands Casino Resort Bethlehem sale was announced in March 2018, Bethlehem’s eyes lit up like a Christmas tree with what it thought could be a realty.

On Feb. 21, the Sands and Wind Creek’s PCI Gaming Authority filed an official change of ownership petition with the Pennsylvania Gaming Control Board that details how this sale will go down. The board has not yet scheduled a hearing on the request.

Today, Las Vegas Sands is the majority owner of Sands BethWorks Gaming LLC, which owns the events center, casino and surrounding land totaling about 56 acres. Local attorney and developer Michael Perrucci, New York real estate developer Barry Gosin and their business partners have about a 10 percent share in BethWorks Gaming.

The rest of the land, almost 61 acres, is owned by Sands BethWorks Retail LLC, and ownership is split 50/50 between the Sands and Perrucci and his partners. BethWorks Retail’s holdings include the outlet mall, the blast furnaces, the Steel General Office building, No. 2 Machine Shop and several parking lots.

If it all shakes out as planned, the Sands will sell Wind Creek the casino, outlet mall, events center, hotel and some parking lots. Perrucci and his investment partners will sell off their stake but retain ownership of the property and execute a ground lease with Wind Creek, according to the filing.

Perrucci declined to comment on the details of the ground lease, citing a nondisclosure agreement preventing him from commenting on the deal.

“We will retain the SGO and the annex and certain parts of parking lots,” he said. “We are working closely with Wind Creek and the Sands.”

Sands spokeswoman Julia Corwin, who will stay on the Wind Creek team after the sale, did not respond to messages seeking comment.

Once the sale is finalized, Wind Creek plans to immediately invest $190 million into a 300-room hotel expansion and development of the No. 2 Machine Shop, possibly into an indoor water park.

“We’ll control the site,” Arthur Mothershed, vice president of business development for Wind Creek, said during a January interview with lehighvalleylive.com.

Bethlehem officials are quite optimistic about Wind Creek’s plans to immediately reinvest in a property that’s sat in limbo for years, said Alicia Miller Karner, director of community and economic development.

It would seem to be a good sign if Perrucci and his investment partners retain ownership of the deteriorating 13-story, Steel General Office building and annex.

Perrucci’s Peron Development has invested $22 million into developing Five10Flats, a 95-unit luxury apartment building with first-floor restaurants and retail spaces, across the street. Two more buildings are planned and the city sees the projects as vital lynchpins in the ongoing revitalization of East Third Street.

“We finally feel like we are on the cusp of the redevelopment of the site,” Karner said. “We are so optimistic.”

The massive 103-year-old SGO building was headquarters for Bethlehem Steel Corp. until it moved its executives to Martin Tower in 1972. It has sat vacant since the mid-1990s, but various plans have been floated to reuse the building, like apartments, a hotel and office space.

“It is such a critical, important building,” Karner said.

Mayor Bob Donchez feels that the history of the Steel is really encapsulated in the SGO building, not Martin Tower, and he’s made it clear he wants it to be preserved, Karner said. Donchez did not return a phone call seeking comment.

“The SGO has sat empty for decades and it in particular is such a unique building,' Karner said. 'I am looking forward to seeing his plans.”

The Pennsylvania Gaming Control Board’s investigative and legal teams have 30 days to respond to the petition unless they ask for an extension, which has not happened, said Richard McGarvey, board spokesman. The report is then forwarded to the board to assist them in making their final decision. The next meeting is scheduled for Wednesday, April 17, and then Wednesday, May 15.

The petition asks the Pennsylvania Gaming Control Board to impose a $3.75 million change of ownership fee on the sale, which is what two similar casinos -- Meadows and Presque Isle -- recently paid in sale fees.

Ultimately, it is up to the board to decide what change of ownership fee to charge, McGarvey said, but he confirmed the two casinos are quite similar to the Sands. The only major difference is that both Meadows and Presque Isle operate racetrack.

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In the filing, Wind Creek discloses that it plans to obtain up to $1.4 billion of senior secured first lien credit facilities from Credit Suisse AG and Credit Suisse Securities LLC. That’s a $1.3 billion first lien term loan facility and a $100 million first lien revolving credit facility. PCI Gaming will use the proceeds to buy the Sands; refinance existing debt of PCI and the existing owners and pay some fees and costs.

Sara K. Satullo may be reached at ssatullo@lehighvalleylive.com. Follow her on Twitter @sarasatullo and Facebook. Find lehighvalleylive.com on Facebook.

Sands Casino Bethlehem Pa Sale

Tribe will make $250 million worth of improvements to property

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The Pennsylvania Gaming Control Board last week approved the $1.3 billion sale of Sands Casino Resort Bethlehem by Las Vegas Sands Corp. to an arm of Alabama’s Poarch Band of Creek Indians.

The unanimous vote of approval, completed at a special session of the board on Wednesday, clears the way for the closing of the sale, officially by Sands Bethworks Gaming, the partnership of LVS and local investors that owns the license to the property, to PCI (Poarch Creek Indians) Gaming Authority, the arm of the tribe that will be the official licensee.

The board approved the Pennsylvania license for PCI Gaming Authority after approving the sale. PCI is owned by Wind Creek Hospitality, the arm of the tribe that operates its gaming properties. The Bethlehem property, built on the historic site of the Bethlehem Steel Works, is the tribe’s first venture outside of its Alabama Class II properties, and its first commercial venture.

The vote came a full 14 months after the sale of the Sands was announced, its delay due to a particularly crowded agenda this year for Pennsylvania regulators, with the ramp-up of sports betting, mini-casinos, truck stop VGTs and online gaming in the wake of the massive gaming expansion bill passed at the end of 2017.

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Las Vegas Sands was represented by Duane Morris LLP partners Scott Kramer, Greg Duffy, of the Philadelphia office and Frank DiGiacomo, Chris Soriano, and Adam Berger, of the Cherry Hill office.

In the meantime, the iconic “Sands” logo has been removed from the entrance to the property, to be replaced by the property’s new name, Wind Creek Bethlehem. The tribe has designated $15 million to complete rebranding expenditures, which it predicts will be complete within 90 days.

With the last remaining hurdle to the sale’s closing removed, the tribe has pledged to immediately begin improvements that had been stalled under LVS, beginning with a $90 million hotel expansion project and continuing with stalled projects to preserve and utilize some of the historic sites of the former steel plant. former Bethlehem Steel No. 2 Machine Shop into a 300,000-square-foot indoor adventure/water park and hotel. Conceptual renderings show the long, vacant building transformed into a gigantic greenhouse-like structure between the SteelStacks and casino.

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The tribe has pledged $100 million for the Machine Shop transformation, in addition to the $90 million hotel expansion. However, media reports indicate that the Poarch Band has set aside $250 million for the water park and adjoining hotel.

Within the park will be about 105,000 square feet of water rides, along with other activities like rock-climbing and zip lines, according to the plans submitted with the state.

According to plans submitted to the board, it will take the tribe about two years to build a 276-room hotel along with another 42,000 square feet of meeting space. That project will complement the Bethlehem property’s existing 282-room casino hotel and about 27,000 square feet of meeting space.

Wind Creek’s acquisition financing includes $100 million for the Machine Shop redevelopment, but the operator reportedly will seek development partners to secure the remaining $150 million for the overall expansion.

PCI Gaming will pay the state $3.75 million for its change-of-control fee. The final closing of the sale was expected as early as Friday. “It’s been a long haul for us,” Wind Creek President and CEO Jay Dorris told the Allentown Morning Call. “We’re thrilled, and we’re ready to hit the ground and introduce Wind Creek Bethlehem.”