Entry into a Material Definitive Agreement.
In connection with its previously-announced proposed acquisition of
William Hill plc (the “Acquisition”), on October 6, 2020, a
subsidiary of Caesars Entertainment, Inc. (“Caesars” or the “Company”) entered into a
£1,546.5 million interim facilities agreement (the
Agreement”) with Deutsche Bank AG, London Branch and JP
Morgan Chase Bank, N.A. (the “Arrangers”). Pursuant to the Interim
Facilities Agreement, the Arrangers have made available to the
Company: (a) a 540-day
£1,043.9 million asset sale bridge facility and (b) a
60-day £502.6 million
cash confirmation bridge facility (collectively, the “Facility”). The Facility may be used to
finance or refinance the Acquisition, refinance or otherwise
discharge the indebtedness of William Hill and its subsidiaries,
pay transaction fees and expenses related to the foregoing and for
working capital and general corporate purposes, among other things.
The availability of the borrowings under the Facility is subject to
the satisfaction of certain customary conditions. As of the date
hereof, the Facility remains undrawn. If drawn upon, outstanding
borrowings under the Facility will bear interest at a rate equal to
the London interbank offered rate plus 3.50% per annum. The Company
entered into the Interim Facilities Agreement in connection with
its requirement under applicable United Kingdom law to demonstrate
that it has “funds certain” to pay the entirety of the cash
purchase price for the Acquisition.
A copy of the Interim Facilities Agreement is attached hereto as
Exhibit 10.1 and is incorporated herein by reference. The foregoing
description of the Interim Facilities Agreement is qualified in its
entirety by reference to the full text of the Interim Facilities
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
within the meaning of the federal securities laws. You can identify
these statements by Caesars’ use of the words “continue,” “may,”
“will,” and similar expressions that do not relate to historical
matters. All statements other than statements of historical fact
are forward-looking statements. You should exercise caution in
interpreting and relying on forward-looking statements because they
involve known and unknown risks, uncertainties, and other factors
which are, in some cases, beyond Caesars’ control and could
materially affect actual results, performance, or achievements.
These forward-looking statements include the use of the Facility
related to the Acquisition.
Although Caesars believes that in making such forward-looking
statements its expectations are based upon reasonable assumptions,
such statements may be influenced by factors that could cause
actual outcomes and results to be materially different from those
projected. Caesars cannot assure you that the assumptions upon
which these statements are based will prove to have been correct.
Important risk factors that may affect Caesars’ business, results
of operations and financial position are detailed from time to time
in Caesars’ filings with the Securities and Exchange Commission.
Caesars does not undertake any obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events, or otherwise, except as may be required by
Financial Statements and Exhibits.
Annexes, schedules and/or exhibits have been omitted pursuant to
Item 601(b)(2) of Regulation S-K. The Company agrees to furnish
supplementally a copy of any omitted attachments to the SEC on a
confidential basis upon request