Caesars Entertainment, Inc. (the “Company”) (Nasdaq: CZR) today
announced that it has commenced a 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
Notice of Guaranteed Delivery, dated January 18, 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 30, 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may be validly withdrawn at any time at or prior to the Expiration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.
Certain information regarding the Notes and the U.S. Treasury
Reference Security, the Bloomberg reference page and the fixed
spread is set forth in the table below.
Title of Security
CUSIP Numbers/ISINs
Principal Amount Outstanding
U.S. Treasury Reference
Security
Bloomberg Reference Page
Fixed Spread
6.250% Senior Secured Notes due
2025
144A: 28470RAH5/US28470RAH57
$3,399,000,000
3.000% U.S. Treasury due June 30,
2024
FIT3
0bps
Reg S: U2829LAC9/USU2829LAC91
IAI: 28470RAJ1/US28470RAJ14
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amount of the Notes validly tendered, and not validly withdrawn,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 will be
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 above, as quoted on the Bloomberg Bond
Trader FIT3 series of pages, at 2:00 p.m. New York City time, on
January 30, 2024, the date on which the Tender Offer is currently
scheduled to expire.
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 no later than 5 business day following the Expiration Time.
Completion of the Tender Offer is subject to certain market and
other conditions, including the completion by the Company of new
debt financing on terms and conditions satisfactory to it.
If 90% or more of the outstanding Notes are tendered and
accepted for purchase in the Tender Offer, the Company intends to
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.
To the extent that less than 90% of the outstanding Notes are
tendered and accepted for purchase in the Tender Offer, 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.
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 Company amends the Tender Offer, in
which case the withdrawal rights may be extended as the Company
determines, to the extent required by law. 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.
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.
The Company has engaged J.P. Morgan Securities LLC to act as the
lead dealer manager and Deutsche Bank Securities, Inc. to act 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/20240118419375/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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