LAS VEGAS, Dec. 22, 2017 /PRNewswire/ -- Caesars
Entertainment Corporation (NASDAQ: CZR) ("Caesars Entertainment" or
the "Company") today announced the formation of Caesars Resort
Collection, LLC ("CRC") and completion of the refinancing of all
existing debt at its wholly-owned subsidiaries Caesars Growth
Properties Holdings, LLC ("CGPH") and Caesars Entertainment Resort
Properties, LLC ("CERP").
"The refinancing of the existing debt at CERP and CGPH further
lowers our overall cost of capital and meaningfully reduces our
interest payments," said Mark
Frissora, President and Chief Executive Officer of Caesars
Entertainment. "With this refinancing completed, we have now
successfully lowered our expected annual interest expense by
$290 million, improving our free cash
flow profile and financial flexibility to drive future growth."
The $1.7 billion gross proceeds
from the 5.250% Senior Notes due 2025 (the "CRC Notes") issued on
October 16, 2017 by CRC Escrow
Issuer, LLC ("CRC Escrow Issuer") and CRC Finco, Inc. ("CRC
Finance") has been released from escrow. Additionally, CRC Escrow
Issuer and CERP have merged into CGPH with CGPH as the surviving
entity, with the merged entity renamed Caesars Resort Collection,
LLC. Finally, CRC has entered into new $5.7
billion senior secured credit facilities, which include a
five-year $1.0 billion senior secured
revolving credit facility (the "Revolving Credit Facility"),
$300 million of which will be drawn
at close, and a seven-year $4.7
billion senior secured term loan credit facility (the "Term
Loan Facility").
The interest rate under the Term Loan Facility is the London
Interbank Offered Rate ("LIBOR") plus 275 basis points, and the
interest rate under the Revolving Credit Facility is LIBOR plus 225
basis points, with reductions to the interest rate under the
Revolving Credit Facility upon achievement of certain senior
secured leverage ratios. The Revolving Credit Facility will also be
subject to a fee of 50 basis points on the commitments thereunder,
with reductions upon achievement of certain senior secured leverage
ratios.
Proceeds from the CRC Notes and the Term Loan Facility, together
with approximately $171 million of
cash on hand, were used to (a) repay in full CERP's and CGPH's
existing senior secured credit facilities plus accrued interest and
(b) pay off, (i) with respect to CGPH and Caesars Growth Properties
Finance, Inc. (collectively, the "CGPH Purchasers" or the "CGPH
Issuers"), $675,000,000 aggregate
principal amount of their 9.375% Second-Priority Notes due 2022
(the "CGPH Notes") plus accrued interest and (ii), with respect to
CERP and Caesars Resort Properties Finance, Inc. (collectively, the
"CERP Purchasers"), Harrah's Las
Vegas, LLC, Harrah's Laughlin, LLC, Rio Properties, LLC, AC
Conference Holdco., LLC, AC Conference Newco., LLC, Caesars Linq,
LLC, Caesars Octavius, LLC, Flamingo Las Vegas Operating Company,
LLC, Harrah's Atlantic City Mezz 1-9, LLC (each of Harrah's
Atlantic City Mezz 1-9, LLC a separate entity), Harrah's Atlantic
City Operating Company, LLC, Harrah's Atlantic City Propco, LLC,
Octavius/Linq Intermediate Holding, LLC and Paris Las Vegas
Operating Company, LLC (collectively, together with the CERP
Purchasers, the "CERP Issuers"), $1,000,000,000 aggregate principal amount of the
8% First-Priority Senior Secured Notes due 2020 (the "CERP 2020
Notes") and $1,150,000,000 aggregate
principal amount of the 11% Second-Priority Senior Secured Notes
due 2021 (the "CERP 2021 Notes" and, together with the CERP 2020
Notes, the "CERP Notes," and, the CERP Notes, together with the
CGPH Notes, the "Notes") plus accrued interest.
The previously announced tender offers by the CGPH Purchasers
and the CERP Purchasers for the Notes expired at 5:00 p.m., New York City Time, on December 21, 2017 (the "Expiration Date").
The CGPH Purchasers have accepted for purchase $358 million aggregate principal amount of the
CGPH Notes that were validly tendered and not withdrawn as of the
Expiration Date for an aggregate consideration of approximately
$385 million plus accrued and unpaid
interest on the CGPH Notes up to, but not including, the date of
payment of such consideration.
The CERP Purchasers have accepted for purchase (i) $467 million aggregate principal amount of the
CERP 2020 Notes and (ii) $559 million
aggregate principal amount of the CERP 2021 Notes that were validly
tendered and not withdrawn as of the Expiration Date for an
aggregate consideration of approximately (i) $478 million plus accrued and unpaid interest on
the CERP 2020 Notes up to, but not including, the date of payment
of such consideration and (ii) $594
million plus accrued and unpaid interest on the CERP 2021
Notes up to, but not including, the date of payment of such
consideration.
Payment for the applicable tender has occurred pursuant to the
terms and conditions, with respect to the CGPH Notes, of the Offer
to Purchase dated November 3, 2017,
and, with respect to the CERP Notes, the Offer to Purchase dated
November 3, 2017, and the related
Letters of Transmittal that were sent to each registered holder of
the Notes.
Furthermore, the Company announced that the CGPH Issuers and the
CERP Issuers (collectively, the "Issuers") will be redeeming,
following the closing of the tender offers, as described above, (i)
with respect to the CGPH Issuers, all of the outstanding CGPH Notes
(12768W AB2), and (ii) with respect to the CERP Issuers, all of the
outstanding CERP 2020 Notes (12768X AA2 / 699742 AA0 / U7012P AA0)
and CERP 2021 Notes (12768X AB0 / U7012P AB8 / 699742 AC6). Each of
the Notes will be redeemed in full on January 22, 2018 (the "Redemption Date") at a
price equal to (i) with respect to the CGPH Notes, 107.031% of the
principal amount thereof, (ii) with respect to the CERP 2020 Notes,
102.000% of the principal amount thereof and (iii) with respect to
the CERP 2021 Notes, 105.500% of the principal amount thereof, in
each case, plus accrued and unpaid interest, if any, to, but not
including, the Redemption Date.
Inquiries related to procedures to redeem the CGPH Notes, the
CERP 2020 Notes and the CERP 2021 Notes may be directed to U.S.
Bank National Association, as Trustee and Paying Agent, by
telephone at 1-800-934-6802.
This announcement shall not constitute an offer to purchase or a
solicitation of an offer to sell any securities. The Issuers will
provide notice of redemption to each holder in accordance with the
terms of the CGPH Notes, the CERP 2020 Notes and the CERP 2021
Notes, and the related Indentures. Holders should read carefully
the applicable notice regarding the procedures to redeem the CGPH
Notes, the CERP 2020 Notes and the CERP 2021 Notes.
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 two wholly owned operating subsidiaries:
CEOC, LLC and Caesars Resort Collection, 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.
Forward-Looking Statements
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 "will" and "expect" or the negative of these
words or other words or expressions of similar meaning may identify
forward-looking statements. These forward-looking statements
related to expected interest savings and the redemption of certain
notes are necessarily estimates reflecting the best judgment of
Caesars Entertainment's management and involve a number of risks
and uncertainties (such as capital markets 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.
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.
View original content with
multimedia:http://www.prnewswire.com/news-releases/caesars-entertainment-announces-formation-of-caesars-resort-collection-completion-of-cerp-and-cgph-debt-refinancing-closing-of-tender-offers-and-redemption-of-debt-securities-300574977.html
SOURCE Caesars Entertainment Corporation