Caesars Entertainment, Inc. (the “Company”) (Nasdaq: CZR) today
announced that the previously announced cash tender offer (the
“Tender Offer”) for any and all of its outstanding 6.250% Senior
Secured Notes due 2025 (the “Notes”) on the terms and subject to
the conditions set forth in the Company’s Offer to Purchase, dated
January 18, 2024 (the “Offer to Purchase”), and the accompanying
Notices of Guaranteed Delivery, dated January 18, 2024 and January
30, 2024 (the “Notice of Guaranteed Delivery” and together with the
Offer to Purchase, the “Tender Offer Documents”), expired at 5:00
p.m., New York City time, on January 31, 2024 (the “Expiration
Time”). As of the Expiration Time, $2,980,966,000, or 87.70%, of
the $3,399,000,000 aggregate principal amount outstanding of the
Notes had been validly tendered and not validly withdrawn, and an
additional $7,449,000, or 0.22%, of the Notes had been tendered
pursuant to guaranteed delivery procedures. Payment for the Notes
validly tendered and accepted for purchase will be made on February
6, 2024 (the “Settlement Date”).
Certain information regarding the Notes is set forth in the
table below.
Title of Security
CUSIP Numbers/ISINs
U.S. Treasury Reference Security
Bloomberg Reference Page
Reference Yield
Fixed Spread
Principal Amount Outstanding
Principal Amount Accepted for
Purchase(1)
Percentage of Principal Amount
Outstanding(1)
6.250% Senior Secured Notes due 2025
144A: 28470RAH5/US28470RAH57 Reg S:
U2829LAC9/USU2829LAC91 IAI: 28470RAJ1/US28470RAJ14
3.000% U.S. Treasury due June 30, 2024
FIT3
5.257%
0 bps
$3,399,000,000
$2,980,966,000
87.70%
(1)
Not including any amount of the Notes submitted pursuant to the
guaranteed delivery procedures described in the Tender Offer
Documents. $7,449,000 of the Notes were tendered through the
guaranteed delivery procedures and we expect to accept such Notes
for purchase upon their timely delivery.
Holders of the Notes who validly tendered, and did not validly
withdraw, their Notes at or prior to the Expiration Time, or
pursuant to the guaranteed delivery procedures described in the
Offer Documents, will be eligible to receive in cash the
consideration (the “Tender Offer Consideration”) of $1,003.79 for
each $1,000 principal amount of the Notes validly tendered, and not
validly withdrawn, and accepted for purchase, plus accrued and
unpaid interest on the Notes validly tendered and accepted for
purchase from January 1, 2024, the last interest payment date, up
to, but not including, the Settlement Date.
The consummation of the Tender Offer and the Company’s
obligations to accept for purchase, and to pay for, Notes validly
tendered (and not validly withdrawn) pursuant to the Tender Offer
are subject to the satisfaction of or waiver of the financing
condition and the other conditions described in the Offer to
Purchase.
The Company intends to satisfy and discharge the indenture
governing the Notes, in accordance with the provisions thereof, and
to redeem at par on July 1, 2024 the Notes that remain outstanding
following the consummation of the Tender Offer. Following such
satisfaction and discharge, the Company will no longer be subject
to the covenants in the indenture governing the Notes.
Statements of intent in this press release shall not constitute
a notice of redemption under the indenture governing the Notes. Any
such notice, if made, will only be made in accordance with the
provisions of the indenture. The Company may amend, extend or,
subject to certain conditions and applicable law, terminate the
Tender Offer at any time in its sole discretion. The Tender Offer
is not conditioned on any minimum amount of Notes being
tendered.
This press release shall not constitute an offer to purchase or
the solicitation of an offer to sell the Notes or any other
securities, 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 jurisdiction. The
complete terms and conditions of the Tender Offer are described in
the Offer to Purchase and the related Notice of Guaranteed
Delivery, copies of which may be obtained from D.F. King & Co.,
Inc., the tender and information agent for the Tender Offer, at
http://www.dfking.com/Caesars, by email at Caesars@dfking.com, by
telephone at (866) 811-1442 (U.S. toll free) and (212) 269-5550
(banks and brokers) or in writing at D.F. King & Co., Inc., 48
Wall Street, 22nd Floor, New York, NY 10005, Attention: Michael
Horthman.
J.P. Morgan Securities LLC is acting as the lead dealer manager
and Deutsche Bank Securities, Inc. is acting as the co-dealer
manager in connection with the Tender Offer. Questions regarding
the terms of the Tender Offer may be directed to J.P. Morgan
Securities LLC by telephone at (866) 834-4666 (U.S. toll-free) and
(212) 834-4087 (collect).
About Caesars Entertainment, Inc.
Caesars Entertainment, Inc. (NASDAQ: CZR) 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. To review our latest CSR report, please
visit www.caesars.com/corporate-social-responsibility/csr-reports.
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 dealer managers, 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240131506600/en/
Caesars Entertainment, Inc. Investor Relations: Brian Agnew,
bagnew@caesars.com Charise Crumbley, ccrumbley@caesars.com
Media Relations: Kate Whiteley, kwhiteley@caesars.com
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