Caesars Entertainment, Inc. (the “Company”) (Nasdaq: CZR) today
announced that the previously announced cash tender offer (the
“Tender Offer”) by its indirect wholly-owned subsidiaries, Caesars
Resort Collection, LLC (“CRC”) and CRC Finco, Inc. (“CRC Finco”
and, together with CRC, the “Issuers”), 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”),
expired at 5:00 p.m., New York City time, on January 31, 2024 (the
“Expiration Time”). As of the Expiration Time, $947,614,000, or
95.81%, of the $989,102,000 aggregate principal amount outstanding
of the Notes had been validly tendered and not validly withdrawn,
and an additional $5,711,000, or 0.58%, 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)
5.750% Senior Secured Notes due 2025
144A: 12770RAA1/US12770RAA14
Reg S: U1231BAA9/USU1231BAA99
3.000% U.S. Treasury due June 30, 2024
FIT3
5.257%
0 bps
$989,102,000
$947,614,000
95.81%
(1)
Not including any amount of the Notes
submitted pursuant to the guaranteed delivery procedures described
in the Tender Offer Documents. $5,711,000 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 $1,001.83 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validly withdrawn, and accepted for purchase, plus accrued and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 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.
The Issuers intend to either (i) redeem any Notes that were 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 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.
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/20240131077535/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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