LAS VEGAS, Nov. 17, 2017 /PRNewswire/ -- Caesars
Entertainment Corporation (NASDAQ: CZR) ("Caesars Entertainment")
announced today that its wholly-owned subsidiaries, Caesars Growth
Properties Holdings, LLC ("CGPH") and Caesars Growth Properties
Finance, Inc. (collectively, the "CGPH Purchasers") and Caesars
Entertainment Resort Properties, LLC and Caesars Entertainment
Resort Properties Finance, Inc. (collectively, the "CERP
Purchasers" and, together with the CGPH Purchasers, the
"Purchasers"), are each extending the Early Payment Deadline, the
Withdrawal Time and the Expiration Date for their cash tender
offers (each an "Offer" and collectively, the "Offers") to purchase
(i) with respect to the CERP Purchasers, any and all of the
outstanding $1,000,000,000 aggregate
principal amount of their 8% First-Priority Senior Secured Notes
due 2020 (the "2020 Notes") and $1,150,000,000 aggregate principal amount of
their 11% Second-Priority Senior Secured Notes due 2021 (the "2021
Notes" and, together with the 2020 Notes, the "CERP Notes") and
(ii) with respect to the CGPH Purchasers, any and all of the
outstanding $675,000,000 aggregate principal amount of their
9.375% Second-Priority Notes due 2020 (the "CGPH Notes"). The CGPH
Notes and the CERP Notes are together referred to in this release
as the "Notes."
The early payment deadline for each of the Notes is extended to
5:00 p.m. New York City time on December 21, 2017 (the "Extended Early Payment
Deadline") unless extended by the relevant Purchasers in their sole
discretion. The withdrawal time for each of the Notes is extended
to 5:00 p.m. New York City time on December 21, 2017 (the "Extended Withdrawal
Time"), unless extended or earlier terminated by the relevant
Purchasers in their sole discretion or as required by applicable
law. The expiration date for each of the Notes is extended to
5:00 p.m. New York City time on December 21, 2017 (the "Extended Expiration
Date").
All references to the "Early Payment Deadline" in the respective
Offer Documents (as defined below) for each of the Notes shall now
be deemed to be references to the Extended Early Payment Deadline.
All references to the "Withdrawal Time" in the respective Offer
Documents for each of the Notes shall now be deemed to be
references to the Extended Withdrawal Time. All references to the
"Expiration Date" in the respective Offer Documents for each of the
Notes shall now be deemed to be references to the Extended
Expiration Date. The other terms and conditions of the Offers
remain unchanged except as provided in this announcement.
The Notes and other material information related to the Offers
are set forth in the table below.
CUSIP Nos.
|
Title of
Security
|
Outstanding
Principal Amount(1)
|
Tender Offer
Consideration(2)
|
Early Payment(2)
|
Total
Consideration(2)(3)
|
12768X AA2
/
699742 AA0 /
U7012P AA0
|
8% First-Priority
Senior Secured
Notes due 2020
|
$1,000,000,000.000
|
$1,020.000
|
$4.444
|
$1,024.444
|
|
|
|
|
|
|
12768X AB0
/
U7012P AB8
/
699742 AC6
|
11% Second-
Priority Senior
Secured Notes
due 2021
|
$1,150,000,000.000
|
$1,055.000
|
$6.111
|
$1,061.111
|
|
|
|
|
|
|
12768W AB2
|
9.375%
Second-
Priority Notes
Due 2022
|
$675,000,000.000
|
$1,070.310
|
$5.208
|
$1,075.518
|
_____________
|
|
(1)
|
As of the date
hereof.
|
(2)
|
Per $1,000 principal
amount of the Notes and excluding accrued and unpaid interest,
which will be paid in addition to the Total Consideration or Tender
Offer Consideration, as applicable.
|
(3)
|
Includes the Early
Payment.
|
The Offers are subject to certain conditions, including the
approval condition described below ("Approval Condition"). If any
of the conditions are not satisfied, the applicable Purchasers may
terminate the Offers and return tendered Notes. The Purchasers have
the right to waive, to the extent permitted by law, any of the
above-mentioned conditions with respect to the Offers for the Notes
and to consummate the Offers. In addition, the Purchasers have the
right, in their sole discretion, to terminate any of the Offers at
any time, subject to applicable law.
On October 16, 2017, CRC Escrow
Issuer, LLC ("CRC Escrow Issuer") and CRC Finco, Inc. ("CRC
Finance") issued $1.7 billion of
5.250% Senior Notes due 2025 (the "CRC Notes"), with the gross
proceeds of such CRC Notes deposited into escrow accounts, the
release of which is subject to the satisfaction of certain
conditions, including, among others, (1) the merger of the CRC
Escrow Issuer with and into CGPH with CGPH as the surviving entity
and the assumption of the obligations under the indenture for the
Notes by CGPH, (2) the merger of CERP into and with CGPH, with CGPH
as the surviving entity, which will be renamed Caesars Resort
Collection, LLC ("CRC") (the "CRC Merger") and (3) the receipt of
regulatory approvals in relation thereto. Substantially
concurrently with the release of the escrowed proceeds, CRC intends
to enter into new $5.7 billion senior
secured credit facilities (the "Senior Secured Credit Facilities"),
which will include a five-year $1.0
billion senior secured revolving credit facility (the
"Revolving Credit Facility") and a seven-year $4.7 billion senior secured term loan credit
facility (the "Term Loan Facility"). CRC intends to use the
proceeds of the CRC Notes and the Term Loan Facility (the "New Debt
Financing"), together with cash on hand, to pay for tendered Notes
pursuant to the Offers. The transactions described in this
paragraph are referred to as the "CRC Restructuring Transactions."
Subject to the receipt of the net proceeds from the New Debt
Financing, each of the Purchasers intends to redeem, in accordance
with the applicable indenture, any Notes outstanding following the
consummation of the Offers that are not purchased pursuant to the
Offers.
The Approval Condition for the Offers requires (1) the release
of the escrowed proceeds of the New Debt Financing to CRC and, (2)
in connection therewith, the receipt of regulatory approvals in
relation to the CRC Restructuring Transactions. The Purchasers will
not be required to accept for purchase any Notes validly tendered
and not validly withdrawn or pay the Total Consideration or the
Tender Offer Consideration, as applicable, if it does not satisfy
the Approval Condition.
This announcement shall not constitute an offer to purchase or a
solicitation of an offer to sell any securities. The complete terms
and conditions of the Offers are set forth, with respect to the
CGPH Notes, in an Offer to Purchase dated November 3, 2017 (the "CGPH Offer to Purchase")
and with respect to the CERP Notes, in an Offer to Purchase dated
November 3, 2017 (the "CERP Offer to
Purchase" and, together with the CGPH Offer to Purchase, the
"Offers to Purchase"), and the related Letters of Transmittal
(collectively, the "Offer Documents") that are being sent to the
registered holders of the Notes (the "Holders"), in each case as
supplemented by this announcement or future announcements. The
Offers are being made only through, and subject to the terms and
conditions set forth in, the Offer Documents, this announcement and
related materials.
The Offers are separate offers and a tender of any one series of
Notes will not constitute a tender of the other series of Notes. No
Offer is conditioned on the closing of either or all of the other
Offers. The Purchasers may determine, in their sole discretion, to
terminate, postpone or amend one Offer without terminating,
postponing or amending either or all of the other Offers. The
Offers are being made only through, and subject to the terms and
conditions set forth in, the Offers to Purchase.
The Purchasers have retained J.P. Morgan Securities LLC and
Credit Suisse Securities (USA) LLC
as the dealer managers for the Offers. Questions regarding the
terms of the Offers may be directed to J.P. Morgan Securities LLC
at (866) 834-4666 and Credit Suisse Securities (USA) LLC at (800) 820-1653.
Global Bondholder Services Corporation will act as the
Information Agent and Depositary for the Offers. Requests for the
Offers to Purchase and the related Letters of Transmittal may be
directed to Global Bondholder Services Corporation at (212)
430-3774 (for brokers and banks) or (866) 470-4500 (toll-free).
Neither Caesars Entertainment, the Purchasers nor any other
person makes any recommendation as to whether Holders should tender
their Notes, and no one has been authorized to make such a
recommendation. Holders must make their own decisions as to whether
to tender their Notes, and if they decide to do so, the principal
amount of the Notes to tender. Holders should read carefully the
Offer Documents and related materials before any decision is made
with respect to the Offers.
About Caesars Entertainment Corporation
Caesars Entertainment is the world's most diversified
casino-entertainment provider and the most geographically diverse
U.S. casino-entertainment company. Caesars Entertainment is mainly
comprised of the following three entities: the wholly owned
operating subsidiaries CEOC, LLC, Caesars Entertainment Resort
Properties, LLC and Caesars Growth Partners, LLC. Since its
beginning in Reno, Nevada, in
1937, Caesars Entertainment has grown through development of new
resorts, expansions and acquisitions and its portfolio of
subsidiaries now operate 47 casinos in 13 U.S. states and five
countries. Caesars Entertainment's resorts operate primarily under
the Caesars®, Harrah's® and Horseshoe® brand names. Caesars
Entertainment's portfolio also includes the Caesars Entertainment
UK family of casinos. Caesars Entertainment is focused on building
loyalty and value with its guests through a unique combination of
great service, excellent products, unsurpassed distribution,
operational excellence and technology leadership. Caesars
Entertainment is committed to environmental sustainability and
energy conservation and recognizes the importance of being a
responsible steward of the environment. For more information,
please visit www.caesars.com.
This release contains or may contain "forward-looking
statements" intended to qualify for the safe harbor from liability
established by the Private Securities Litigation Reform Act of
1995. These statements can be identified by the fact that they do
not relate strictly to historical or current facts. Caesars
Entertainment has based these forward-looking statements on its
current expectations about future events. Further, statements that
include words such as "may," "will," "project," "might," "expect,"
"believe," "anticipate," "intend," "could," "would," "estimate,"
"continue," or "pursue," or the negative of these words or other
words or expressions of similar meaning may identify
forward-looking statements. These forward-looking statements are
found at various places throughout this release. These
forward-looking statements, including, without limitation, those
relating to future actions, new projects, strategies, future
performance, the outcome of contingencies such as legal
proceedings, and future financial results, wherever they occur in
this release, are necessarily estimates reflecting the best
judgment of Caesars Entertainment's management and involve a number
of risks and uncertainties that could cause actual results to
differ materially from those suggested by the forward-looking
statements. These forward-looking statements should, therefore, be
considered in light of various important factors set forth above
and from time to time in Caesars Entertainment's filings with the
Securities and Exchange Commission.
In addition to the risk factors set forth above, important
factors that could cause actual results to differ materially from
estimates or projections contained in the forward-looking
statements include without limitation:
- the impact of Caesars Entertainment's substantial
indebtedness;
- the effects of local and national economic, credit, and capital
market conditions on the economy, in general, and on the gaming
industry, in particular;
- the ability to realize the expense reductions from cost savings
programs;
- access to available and reasonable financing on a timely
basis;
- the ability of Caesars Entertainment's customer-tracking,
customer loyalty, and yield-management programs to continue to
increase customer loyalty and same-store or hotel sales;
- changes in laws, including increased tax rates, smoking bans,
regulations or accounting standards, third-party relations and
approvals, and decisions, disciplines, and fines of courts,
regulators, and governmental bodies;
- the ability to recoup costs of capital investments through
higher revenues;
- abnormal gaming holds ("gaming hold" is the amount of money
that is retained by the casino from wagers by customers);
- the ability to timely and cost-effectively integrate companies
that Caesars Entertainment acquires into its operations;
- the effects of competition, including locations of competitors,
competition for new licenses and operating and market
competition;
- the potential difficulties in employee retention and
recruitment as a result of Caesars Entertainment's substantial
indebtedness or any other factor;
- construction factors, including delays, increased costs of
labor and materials, availability of labor and materials, zoning
issues, environmental restrictions, soil and water conditions,
weather and other hazards, site access matters, and building permit
issues;
- litigation outcomes and judicial and governmental body actions,
including gaming legislative action, referenda, regulatory
disciplinary actions, and fines and taxation;
- the effects of environmental and structural building conditions
relating to Caesars Entertainment's properties;
- access to insurance on reasonable terms for Caesars
Entertainment's assets;
- acts of war or terrorist incidents, severe weather conditions,
uprisings, or natural disasters;
- losses sustained as a result of natural disasters, including
losses in revenues and damage to property, and the impact of severe
weather conditions on Caesars Entertainment's ability to attract
customers to certain of its facilities; and
- the impact, if any, of unfunded pension benefits under
multi-employer pension plans.
You are cautioned to not place undue reliance on these
forward-looking statements, which speak only as of the date of this
release. Caesars Entertainment undertakes no obligation to publicly
update or release any revisions to these forward-looking statements
to reflect events or circumstances after the date of this release
or to reflect the occurrence of unanticipated events, except as
required by law.
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SOURCE Caesars Entertainment Corporation