las vegas and reno, nevada, January 23, 2023 /PRNewswire/ — Caesars Entertainment, Inc. (NASDAQ: CZR ) (the “Company,” “Caesars,” or the “Issuer”) today announced that its previously announced senior The Guaranteed Notes (hereinafter referred to as the “Notes”) are priced at an annual interest rate of 7.00%, and the issue price is equal to 100% of the principal amount of the Notes.The offering is expected to close on or around February 6, 2023, subject to customary closing conditions.Pursuant to Section 144A of the Securities Act of 1933, as amended (the “Securities Act”), the Notes were offered in a private placement to qualified institutional buyers and to outside parties United States Pursuant to Regulation S of the Securities Act.The total principal amount of the notes issued this time has increased to $2 billion from previously published $1.25 billion.
The notes will be guaranteed on a senior secured basis by each of the Company’s existing and future wholly-owned domestic subsidiaries, which are guarantors for the Company’s senior secured credit facility (the “CEI Credit Agreement”) and its existing 6.25% seniority Guaranteed Notes due 2025 upon receipt of certain regulatory approvals (“Subordinate Guarantors”). The Notes and the security for the Notes will be senior secured obligations of the Issuer and the Subsidiary Guarantors, which will, subject to certain regulatory approvals, secure substantially all property and assets of the Issuer and the Subsidiary Guarantors with equal first priority. The subordinate guarantors, now owned by the issuer and any subordinate guarantors or later acquired, guarantee the company’s senior secured credit facility and its obligations under its existing 6.25% senior secured notes due 2025.
Concurrent with the issuance of the Notes, the Company expects to amend the CEI Credit Agreement to provide, among other things, new approximately $1.75 billion Priority Secured Term Loan (“New Term B Loan”). Completion of the New Tranche B Loan under the CEI Credit Agreement was not a condition of completion of the note sale. The Company intends to use the net proceeds from the sale of the Notes, the New Tranche B Loan and cash on hand to repay all of the Tranche B Loans of Caesars Resort Collection, LLC, a wholly owned subsidiary of Caesars Resort Collection, LLC (“CRC”) Together with all accrued interest, fees and premiums, and (ii) payment of fees and expenses related to the foregoing, and any residual proceeds therefrom will be used by the Company for general corporate purposes, including, but not limited to, the possible reimbursement of CRC Outstanding part of the B-1 installment loan.
The Notes are being offered pursuant to Section 144A of the Securities Act to persons reasonably believed to be qualified institutional buyers as well as to outside parties United States Pursuant to Regulation S of the Securities Act.The Notes will not be registered under the Securities Act and, unless registered, may not be United States Except for transactions that are exempt from or 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 any securities in any state or jurisdiction in which such offer, solicitation or sale would be registered or obtained Qualification would have been unlawful under the securities laws of any such state or jurisdiction.
This announcement contains “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 about our strategies, objectives and plans to develop or acquire property or business in the future, as well as information about expectations, future results of operations, trends and other information that is not historical. When used in this report, terms such as “anticipate”, “believe”, “project”, “plan”, “intend”, “anticipate”, “could”, “likely”, “estimate”, “may” etc. or the phrases”, “should”, “will”, “may continue” and variations of such words or similar expressions are intended to identify forward-looking statements. Specifically, forward-looking statements may include statements about the offering, new periodic B Statements of loan or intended use. Such statements are subject to risks, uncertainties and changes in circumstances that may affect the Company (“we”, “our”, “our” or other similar terms) have a material effect on the future performance and business of the business.
Any forward-looking statements are based on underlying assumptions, including any assumptions mentioned in specific statements as of the date such statements are made. Such assumptions are in turn based on internal estimates and analyzes 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 on circumstances that may not occur in the future. 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 undertake no obligation to update forward-looking statements. Forward-looking statements should not be relied upon as representations by us or anyone else that the forward-looking statements will materialize. Undue reliance should not be placed on any forward-looking statement. Some of the contingencies and uncertainties involved in any forward-looking statements contained herein include, but are not limited to, the following: (a) the impact of COVID-19, inflation, fuel price increases, supply chain shortages, labor shortages and other economic and market conditions, including changes in consumer discretionary spending resulting from such factors, on our business, financial performance and liquidity; (b) our success in operating digital gaming and online gaming platforms and expanding their user base capabilities; (c) risks related to our leverage and our ability to reduce leverage; (d) the effect of competition on our business and results of operations, including new competition in certain of our markets; (e) the Company’s most recent 10-K Other factors discussed in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-Q, our Quarterly Reports on Form 10-Q and our current reports on Form 8-K with the Securities and Exchange Commission .
In light of these and other risks, uncertainties and assumptions, the forward-looking events discussed in this news release may not occur. These forward-looking statements speak only as of the date of this press release, even if subsequently published on our website or elsewhere, and we do not intend to publicly update any forward-looking statement to reflect events or circumstances after that date on which the statement is based, Except as may be required by law.
Sources: Caesars Entertainment; Czech Republic
SOURCE Caesars Entertainment