Caesars Entertainment, Inc. (the “Company”) (Nasdaq: CZR) today
announced the pricing terms of the previously announced cash tender
offer (the “Tender Offer”) that its indirect wholly-owned
subsidiaries, Caesars Resort Collection, LLC (“CRC”) and CRC Finco,
Inc. (“CRC Finco” and, together with the CRC, the “Issuers”),
commenced for any and all of the Issuers’ outstanding 5.750% Senior
Secured Notes due 2025 (the “Notes”) on the terms and subject to
the conditions set forth in the Issuers’ Offer to Purchase, dated
January 24, 2024 (the “Offer to Purchase”), and the accompanying
Notice of Guaranteed Delivery, dated January 24, 2024 (the “Notice
of Guaranteed Delivery” and together with the Offer to Purchase,
the “Tender Offer Documents”).
The Tender Offer is scheduled to expire at 5:00 p.m., New York
City time, on January 31, 2024 unless extended or earlier
terminated as described in the Offer to Purchase (such time and
date, as may be extended, the “Expiration Time”). Tendered Notes
may be validly withdrawn at any time at or prior to the Expiration
Time as described in the Offer to Purchase. Holders of the Notes
are urged to read the Tender Offer Documents carefully before
making any decision with respect to the Tender Offer.
The "Tender Offer Consideration" for each $1,000 principal
amount of the Notes validly tendered, and not validly withdrawn,
and accepted for purchase pursuant to the Tender Offer was
determined in the manner described in the Offer to Purchase by
reference to the fixed spread for the Notes specified above plus
the yield based on the bid-side price of the U.S. Treasury
Reference Security specified below, as quoted on the Bloomberg Bond
Trader FIT3 series of pages, at 2:00 p.m. New York City time,
today.
Title of Security
CUSIP Numbers/ISINs
Principal Amount Outstanding
U.S. Treasury Reference
Security
Reference Yield
Bloomberg Reference Page
Fixed Spread
Consideration(1)
5.750% Senior Secured Notes due
2025
144A: 12770RAA1/US12770RAA14
Reg S: U1231BAA9/USU1231BAA99
$989,102,000
3.000% U.S. Treasury due June 30,
2024
5.257%
FIT3
0 bps
$1,001.83
(1) Per $1,000 principal amount of Notes accepted for purchase
and excluding accrued and unpaid interest up to, but excluding, the
settlement date of the Tender Offer.
In addition to the Tender Offer Consideration, holders of Notes
that are validly tendered and accepted for purchase will also
receive accrued and unpaid interest to, but not including, the
settlement date for the Tender Offer, which is currently expected
to be February 6, 2024. Completion of the Tender Offer is subject
to certain market and other conditions, including the completion by
the Issuers of new debt financing on terms and conditions
satisfactory to them.
The Issuers intend to either (i) redeem any Notes that are not
tendered and accepted for purchase upon not less than 10 or more
than 60 days’ notice following the settlement date of the Tender
Offer at a price equal to the Tender Offer Consideration, plus
accrued and unpaid interest, to, but excluding, the date of
redemption (provided that at least 90% of the Notes are tendered
and accepted for purchase in the Tender Offer) or (ii) 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 any such satisfaction and discharge, the Issuers
will no longer be subject to the covenants in the indenture
governing the Notes.
As described in the Offer to Purchase, tendered Notes may be
validly withdrawn at any time prior to or at, but not after, the
withdrawal deadline, unless the Issuers amend the Tender Offer, in
which case the withdrawal rights may be extended as the Issuers
determine, to the extent required by law. The consummation of the
Tender Offer and the Issuers’ 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.
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 Issuers 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. Neither the Company nor the Issuers
undertake an 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, Issuers, 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/20240130840524/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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