Caesars Entertainment, Inc. Announces Extension of Tender Offer for 6.250% Senior Secured Notes Due 2025

Rhea-AI Summary

Caesars Entertainment, Inc. has extended the expiration date of its cash tender offer for its outstanding 6.250% Senior Secured Notes due 2025. The company has also announced that Notes tendered through the notice of guaranteed delivery procedures shall be required to be provided by a later date. The 'Tender Offer Consideration' for each $1,000 principal amount of the Notes validly tendered was determined based on specific criteria. As of January 30, 2024, approximately $2,981,066,000 of the Notes have been validly tendered and not properly withdrawn, representing approximately 87.70% of the aggregate principal amount of the outstanding Notes. The company intends to either redeem any Notes that are not tendered and accepted for purchase or 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.

Insights

Financial Analyst

The amendment of the tender offer terms by Caesars Entertainment to extend the expiration date and modify the Notice of Guaranteed Delivery may signify strategic financial maneuvering. The company's decision to potentially redeem any untendered notes at the Tender Offer Consideration suggests a proactive approach to debt management, aiming to reduce interest expenses and improve the balance sheet.

With approximately 87.70% of the notes already tendered, the high participation rate indicates investor confidence in the company's financial prospects or a favorable view of the tender offer terms. However, the outcome of the tender offer is contingent on new debt financing, which introduces a degree of uncertainty. If favorable terms are secured, it could enhance the company's debt profile and possibly lead to credit rating improvements.

It's important to monitor the company's ability to secure new financing and the final tender results, as these will impact Caesars' financial leverage and liquidity, potentially affecting its stock performance in the short to medium term.

Market Research Analyst

The tender offer by Caesars Entertainment reflects broader trends in the hospitality and entertainment industry, where companies often seek to optimize their capital structures. The reference to a fixed spread and the yield based on the bid-side price of the U.S. Treasury Reference Security indicates a methodical approach to pricing the tender offer, which may be intended to align with current market conditions.

Given the significant principal amount of the notes, the market will likely observe this move as an indicator of Caesars' operational confidence and financial strategy. The successful completion of the tender offer and subsequent financing could signal to investors and analysts that the company is taking assertive steps to manage its debt in a rising interest rate environment, which could influence sector sentiment and competitor strategies.

Legal Expert

The legal implications of the tender offer, particularly the company's right to redeem or satisfy and discharge the indenture, highlight the importance of understanding contractual terms in corporate finance. The language of the offer documents suggests that Caesars Entertainment is carefully navigating its legal obligations while retaining flexibility to adjust its strategy.

For stakeholders, the potential redemption or discharge of the indenture following the tender offer could result in a change in the covenants governing the notes, which may affect the rights of the remaining noteholders. It is crucial for investors to comprehend these legal nuances as they can have material impacts on the value and security of their investments.

LAS VEGAS & RENO, Nev.--(BUSINESS WIRE)-- Caesars Entertainment, Inc. (the “Company”) (Nasdaq: CZR) today announced that it has amended the terms of the previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding 6.250% Senior Secured Notes due 2025 (the “Notes”) to extend the expiration date from 5:00 p.m. New York City time, on January 30, 2024 to 5:00 p.m., New York City Time, on January 31, 2024 (as so extended, and as may be further extended, the “Expiration Time”). Additionally, in connection with such extension of the Expiration Time, the Company has announced that Notes tendered through the notice of guaranteed delivery procedures shall be required to be provided by 5:00 p.m. New York City time, on February 2, 2024 as set forth on the Notice of Guaranteed Delivery, dated January 30, 2024 (the “New Notice of Guaranteed Delivery”). More information regarding the tender offer is 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 and the New Notice of Guaranteed Delivery, the “Tender Offer Documents”).

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.

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 was 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 below, as quoted on the Bloomberg Bond Trader FIT3 series of pages, at 2:00 p.m. New York City time, January 30, 2024.

Title of Security	CUSIP Numbers/ISINs	Principal Amount Outstanding	U.S. Treasury Reference Security	Reference Yield	Bloomberg Reference Page	Fixed Spread	Consideration(1)
6.250% Senior Secured Notes due 2025	144A: 28470RAH5/US28470RAH57 Reg S: U2829LAC9/USU2829LAC91 IAI: 28470RAJ1/US28470RAJ14	$3,399,000,000	3.000% U.S. Treasury due June 30, 2024	5.257%	FIT3	0bps	$1,003.79

(1)

Per $1,000 principal amount of Notes accepted for purchase and excluding accrued and unpaid interest up to, but excluding, the settlement date of the Tender Offer.

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 February 6, 2024. 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.

D.F. King & Co., Inc., the tender and information agent for the tender offer, has advised the Company that, as of 5:00 p.m., New York City time, on January 30, 2024, approximately $2,981,066,000 of the Notes have been validly tendered and not properly withdrawn in the tender offer, representing approximately 87.70% of the aggregate principal amount of the outstanding Notes, as of such date and time, and an additional $6,302,000 of the Notes were tendered pursuant to guaranteed delivery procedures, representing an additional approximately 0.19% of total outstanding Notes at such time. Holders that have previously tendered their Notes do not need to re-tender their Notes or take any other action in response to the extension of the tender offer.

The Company intends to either (i) redeem any Notes that are 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 (provided that at least 90% of the Notes are tendered and accepted for purchase in the Tender Offer) 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 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.

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. 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/20240130810598/en/

Caesars Entertainment, Inc.

Investor Relations:

Brian Agnew, bagnew@caesars.com

Charise Crumbley, ccrumbley@caesars.com

Media Relations:

Kate Whiteley, kwhiteley@caesars.com

Source: Caesars Entertainment, Inc.

FAQ

What is the ticker symbol for Caesars Entertainment, Inc.?

The ticker symbol for Caesars Entertainment, Inc. is CZR.

What is the expiration date of the cash tender offer for the 6.250% Senior Secured Notes due 2025?

The expiration date of the cash tender offer has been extended from 5:00 p.m. New York City time, on January 30, 2024 to 5:00 p.m., New York City Time, on January 31, 2024.

What is the 'Tender Offer Consideration' for each $1,000 principal amount of the Notes validly tendered?

The 'Tender Offer Consideration' for each $1,000 principal amount of the Notes validly tendered was determined based on the fixed spread for the Notes specified plus the yield based on the bid-side price of the U.S. Treasury Reference Security.

How much of the Notes have been validly tendered and not properly withdrawn as of January 30, 2024?

As of January 30, 2024, approximately $2,981,066,000 of the Notes have been validly tendered and not properly withdrawn, representing approximately 87.70% of the aggregate principal amount of the outstanding Notes.

What does the company intend to do with the Notes that are not tendered and accepted for purchase?

The company intends to either redeem any Notes that are not tendered and accepted for purchase or 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.