LAS VEGAS and RENO, Nev., Sept. 10,
2021 /PRNewswire/ -- Caesars Entertainment, Inc. (the
"Company") (Nasdaq: CZR) today announced that its indirect wholly
owned subsidiaries, Caesars Resort Collection, LLC and CRC Finco,
Inc. (the "Issuers"), have commenced a cash tender offer (the
"Tender Offer") for up to $1.2
billion (the "Maximum Amount") of the Issuers' outstanding
5.250% Senior Notes due 2025 (the "Notes") on the terms and subject
to the conditions set forth in the Issuers' Offer to Purchase dated
September 10, 2021 and the
accompanying Letter of Transmittal dated September 10, 2021 (together, the "Tender Offer
Documents").
The Tender Offer will expire at 12:00
a.m. midnight, New York
City time on October 7, 2021
(the "Expiration Time"), unless extended or earlier terminated by
the Issuers. The Issuers reserve the right to amend, extend or
terminate the Tender Offer at any time subject to applicable
law.
Certain information regarding the Notes and the terms of the
Tender Offer is summarized in the table below.
CUSIP No.
|
|
Title of
Security
|
|
Aggregate
Principal
Amount
Outstanding
|
|
Late Tender
Offer
Consideration1
|
|
Early
Tender
Payment1
|
|
Total Tender
Offer
Consideration1
|
12652 AAA1
/
U1264 AAA1
|
|
5.250% Senior
Notes due 2025
|
|
$1,700,000,000
|
|
$985.000
|
|
$30.00
|
|
$1,015.00
|
|
|
(1)
|
Per $1,000 principal
amount of Notes accepted for purchase. Holders who validly tender
and do not validly withdraw their Notes and whose Notes are
accepted for purchase in the Tender Offer will also be paid accrued
and unpaid interest from and including the interest payment date
immediately preceding the applicable settlement date to, but not
including, the applicable settlement date.
|
Each holder who validly tenders, and does not validly withdraw,
its Notes on or prior to 5:00 p.m.,
New York City time, on
September 23, 2021, unless extended
(such date and time, as the same may be extended, the "Early Tender
Deadline") will be entitled to an early tender payment, which is
included in the total tender offer consideration above, of
$30.00 for each $1,000 principal amount of Notes validly tendered
by such holder if such Notes are accepted for purchase pursuant to
the Tender Offer, subject to the Maximum Amount. If, on the Early
Tender Deadline, Notes are purchased in the Tender Offer
representing an aggregate principal amount that is equal to the
Maximum Amount for the Tender Offer, no additional Notes will be
purchased in the Tender Offer, and there will be no final
settlement date for the Tender Offer.
Holders validly tendering, and not validly withdrawing, Notes
after the Early Tender Deadline and on or before the Expiration
Time will be eligible to receive only the late tender offer
consideration, which represents the total tender offer
consideration less the early tender payment.
In addition, holders whose Notes are accepted for payment in the
Tender Offer will receive accrued and unpaid interest from the last
interest payment date to, but not including, the applicable
settlement date for their Notes purchased pursuant to the Tender
Offer. Notes tendered prior to 5:00
p.m., New York City time,
on September 23, 2021 (the
"Withdrawal Deadline") may be withdrawn at any time prior to the
Withdrawal Deadline. Notes tendered after the Withdrawal Deadline
may not be withdrawn.
Subject to the satisfaction or waiver of certain conditions, the
Issuers reserve the right, following the Early Tender Deadline, to
accept for purchase prior to the Expiration Time all Notes validly
tendered on or prior to the Early Tender Deadline (the "Early
Settlement Election"). The Issuers will announce whether they
intend to exercise the Early Settlement Election (the "Early
Settlement Announcement") following the Early Tender Deadline. If
the Issuers exercise the Early Settlement Election, they will pay
the total tender offer consideration promptly following the Early
Settlement Announcement (the "Early Settlement Date"), plus accrued
and unpaid interest on the purchased Notes from the interest
payment date for the Notes immediately preceding the Early
Settlement Date to, but not including, the Early Settlement
Date. The Early Settlement Date is currently expected to be
September 24, 2021.
The Issuers' obligation to accept for purchase, and to pay for,
Notes validly tendered and not validly withdrawn pursuant to the
Tender Offer is subject to the satisfaction or waiver of certain
conditions, including, among others, the condition that Caesars
Entertainment, Inc. has completed a debt financing on terms and
conditions satisfactory to it yielding gross cash proceeds of at
least $1.0 billion (the "Financing
Condition").The complete terms and conditions of the Tender Offer
are set forth in the Offer Tender Offer Documents that are
being sent to holders of Notes. Holders of Notes are urged to read
the Tender Offer Documents carefully.
If, following the Early Settlement Date the Tender Offer is not
fully subscribed, the Issuers intend to issue a notice of
redemption to redeem $1.2 billion of
the Notes less the amount of Notes tendered on or about
October 15, 2021 (the "Redemption
Date") at the redemption price, expressed as a percentage of
principal amount, of 101.313%, plus accrued and unpaid interest
thereon to the Redemption Date. However, neither this press release
nor the Tender Offer Documents constitutes a notice of redemption
of the Notes or an obligation to issue a notice of redemption of
the Notes.
The Issuers have retained Credit Suisse Securities (USA) LLC to act as dealer manager in
connection with the Tender Offer. Questions about the Tender Offer
may be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free) or
(212) 538-2147 (collect). Copies of the Tender Offer Documents and
other related documents may be obtained from D.F. King & Co.,
Inc., the tender agent and information agent for the Tender Offer,
at (866) 207-3626 (toll free) or (212) 269-5550 (collect) or email
czr@dfking.com.
The Tender Offer is being made solely by means of the Tender
Offer Documents. Under no circumstances shall this press release
constitute an offer to purchase or the solicitation of an offer to
sell the Notes or any other securities of the Issuers or any other
person, nor shall there be any offer or sale of any Notes or other
securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
In addition, nothing contained herein constitutes a notice of
redemption of the Notes. No recommendation is made as to whether
holders of the Notes should tender their Notes.
About Caesars Entertainment, Inc.
Caesars Entertainment, Inc. is the largest casino-entertainment
company in the US and one of the world's most diversified
casino-entertainment providers. Since its beginning in Reno, NV, in 1937, Caesars Entertainment, Inc.
has grown through development of new resorts, expansions and
acquisitions. Caesars Entertainment, Inc.'s resorts operate
primarily under the Caesars®, Harrah's®, Horseshoe®, and Eldorado®
brand names. Caesars Entertainment, Inc. offers diversified gaming,
entertainment and hospitality amenities, one-of-a-kind
destinations, and a full suite of mobile and online gaming and
sports betting experiences. All tied to its industry-leading
Caesars Rewards loyalty program, the company focuses on building
value with its guests through a unique combination of impeccable
service, operational excellence and technology leadership. Caesars
is committed to its employees, suppliers, communities and the
environment through its PEOPLE PLANET PLAY framework. Know When To
Stop Before You Start.® Gambling Problem? Call 1-800-522-4700.
Forward-Looking Statements
This press release may include information that could constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements involve
risk and uncertainties. The Company undertakes no obligation to
revise or update any forward-looking statements, or to make any
other forward-looking statements, whether as a result of new
information, future events or otherwise, except as otherwise
required by law.
Disclaimer
This announcement must be read in conjunction with the Tender
Offer Documents. This announcement and the Tender Offer Documents
(including the documents incorporated by reference therein) contain
important information which must be read carefully before any
decision is made with respect to the Offer. If any holder of Notes
is in any doubt as to the action it should take, it is recommended
to seek its own legal, tax, accounting and financial advice,
including as to any tax consequences, immediately from its
stockbroker, bank manager, attorney, accountant or other
independent financial or legal adviser. Any individual or company
whose Notes are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee or intermediary must
contact such entity if it wishes to participate in the Offer. None
of the Company, the Issuers, the dealer manager, the tender and
information agent, or any person who controls or is a director,
officer, employee or agent of such persons, or any affiliate of
such persons, makes any recommendation as to whether holders of
Notes should participate in the Offer.
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SOURCE Caesars Entertainment, Inc.