Caesars Entertainment, Inc. (NASDAQ: CZR) (the “Company”) today
announced the pricing of its previously announced offering of $1.5
billion aggregate principal amount of Senior Secured Notes due 2032
(the “Notes”) at an interest rate of 6.500% per annum and an issue
price equal to 100% of the principal amount of the Notes. The
offering is expected to close on or about February 6, 2024, subject
to customary closing conditions. The Notes were offered in a
private placement to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), and to persons outside the United States under
Regulation S of the Securities Act.
The Notes will be guaranteed on a senior secured basis by each
existing and future wholly-owned domestic subsidiary of the Company
that is a guarantor with respect to the Company’s senior secured
credit facilities (the “CEI Credit Agreement”), its existing 6.250%
Senior Secured Notes due 2025 (prior to the consummation of the
transactions set forth below) and its existing 7.000% Senior
Secured Notes due 2030 (the “Subsidiary Guarantors”), once certain
regulatory approvals are obtained. The Notes and guarantees of the
Notes will be the Company’s and the Subsidiary Guarantors’ senior
secured obligations and, once certain regulatory approvals are
obtained, secured on a first-priority pari passu basis on
substantially all of the property and assets of the Company and the
Subsidiary Guarantors, now owned or hereafter acquired by the
Company and any Subsidiary Guarantor, that secure the obligations
under the Company’s senior secured credit facilities, its existing
6.250% Senior Secured Notes due 2025 (prior to the consummation of
the transactions set forth below) and its existing 7.000% Senior
Secured Notes due 2030.
Concurrently with the issuance of the Notes, the Company expects
to enter into an amendment to the CEI Credit Agreement to provide
for, among other things, a new approximately $2.9 billion senior
secured term loan facility (the “New Term B-1 Loan”), increased
from the previously announced $2.0 billion. The closing of the New
Term B-1 Loan under the CEI Credit Agreement is not a condition to
the closing of the sale of the Notes. The Company intends to (i)
use the net proceeds of the sale of the Notes and the New Term B-1
Loan to fund the tender, redemption, repurchase, defeasement or
satisfaction and discharge of any and all of the Company’s 6.250%
Senior Secured Notes due 2025 and (ii) use the net proceeds of a
new financing, which may include without limitation, an unsecured
intercompany loan to the Offerors (as defined below), fund the
tender, redemption, repurchase, defeasement or satisfaction and
discharge by Caesars Resort Collection, LLC and CRC Finco, Inc.,
both wholly owned subsidiaries of the Company (together, the
“Offerors”), of any and all of the Offerors’ 5.750% Senior Secured
Notes due 2025.
The Notes were offered to persons reasonably believed to be
qualified institutional buyers under Rule 144A of the Securities
Act and to persons outside the United States under Regulation S of
the Securities Act. The Notes will not be registered under the
Securities Act, and, unless so registered, may not be offered or
sold in the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and applicable state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy securities, nor shall there be any
sale of securities in any state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
Forward-looking Statements
This announcement includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements include statements regarding
our strategies, objectives and plans for future development or
acquisitions of properties or operations, as well as expectations,
future operating results, trends and other information that is not
historical information. When used in this report, the terms or
phrases such as “anticipates,” “believes,” “projects,” “plans,”
“intends,” “expects,” “might,” “may,” “estimates,” “could,”
“should,” “would,” “will likely continue,” and variations of such
words or similar expressions are intended to identify
forward-looking statements. Specifically, forward-looking
statements may include, among others, statements concerning the
offering, the New Term B-1 Loan or the expected use of proceeds
thereof. Such statements are all subject to risks, uncertainties
and changes in circumstances that could significantly affect the
future results and business of the Company (“we,” “us,” “our” or
other similar terms).
Any forward-looking statements are based upon underlying
assumptions, including any assumptions mentioned with the specific
statements, as of the date such statements were made. Such
assumptions are in turn based upon internal estimates and analyses
of market conditions and trends, management plans and strategies,
economic conditions and other factors. Such forward-looking
statements are only predictions and involve known and unknown risks
and uncertainties, many of which are beyond our control, and are
subject to change. By their nature, forward-looking statements
involve risks and uncertainties because they relate to events and
depend upon future circumstances that may not occur. Actual results
and trends may differ materially from any future results, trends,
performance or achievements expressed or implied by such
statements. Forward-looking statements speak only as of the date
they are made, and we assume no duty to update forward-looking
statements. Forward-looking statements should not be regarded as a
representation by us or any other person that the forward-looking
statements will be achieved. Undue reliance should not be placed on
any forward-looking statements. Some of the contingencies and
uncertainties to which any forward-looking statement contained
herein are subject include, but are not limited to, the following:
(a) the impact of economic trends, inflation, public health
emergencies, terrorist attacks and other acts of war or hostility,
work stoppages and other labor problems, and other economic and
market conditions, including reductions in discretionary consumer
spending as a result of downturns in the economy and other factors
outside our control, on our business, financial results and
liquidity; (b) the impact of future cybersecurity breaches on our
business, financial conditions and results of operations; (c) our
ability to successfully operate our digital betting and iGaming
platform and expand its user base; (d) risks associated with our
leverage and our ability to reduce our leverage; (e) the effects of
competition, including new competition in certain of our markets,
on our business and results of operations; and (f) additional
factors discussed in the sections entitled “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in the Company’s most recent Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K as filed with the Securities and Exchange Commission.
In light of these and other risks, uncertainties and
assumptions, the forward-looking events discussed in this press
release might not occur. These forward-looking statements speak
only as of the date of this press release, even if subsequently
made available on our website or otherwise, and we do not intend to
update publicly any forward-looking statement to reflect events or
circumstances that occur after the date on which the statement is
made, except as may be required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240124671641/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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