Caesars Entertainment, Inc. Announces the Expiration and Results of Tender Offer for 5.750% Senior Secured Notes Due 2025

Rhea-AI Summary

Caesars Entertainment, Inc. (CZR) announced the results of its cash tender offer for its 5.750% Senior Secured Notes due 2025. The company received tenders for 95.81% of the outstanding principal amount of the Notes, with an additional 0.58% tendered through guaranteed delivery procedures. The Settlement Date for the tendered Notes is February 6, 2024, with the Tender Offer Consideration set at $1,001.83 for each $1,000 principal amount of the Notes. The company also provided details on the financing conditions and the possibility of redemption or satisfaction and discharge of the remaining Notes.

Insights

Financial Analyst

The announcement by Caesars Entertainment, Inc. regarding the successful cash tender offer for their 5.750% Senior Secured Notes due 2025 demonstrates a high level of investor confidence, as evidenced by the 95.81% of the outstanding principal amount being tendered. This high participation rate suggests a strong appetite from bondholders to accept the offer, which could be indicative of their belief in the company's financial stability or a strategic move to lock in gains.

From a financial perspective, the repurchase of debt before its maturity can be beneficial for Caesars Entertainment as it may lead to interest cost savings, especially if the market interest rates are lower than the coupon rate of the notes. Additionally, the potential redemption of the remaining notes at the Tender Offer Consideration or at par could simplify the company's capital structure, potentially increasing its financial flexibility.

Market Research Analyst

The tender offer's outcome could also reflect broader market trends, where companies in the entertainment and hospitality industry are looking to optimize their balance sheets in anticipation of economic shifts. Caesars Entertainment's proactive approach in managing its debt obligations could be seen as a strategic maneuver to position itself advantageously against competitors.

Moreover, the company's intent to redeem any notes not tendered at a price equal to the Tender Offer Consideration suggests a deliberate effort to manage its debt cost-effectively. This may signal to the market that the company is taking steps to maintain a solid credit profile, which can be appealing to investors and could potentially have a positive impact on the company's stock performance and credit ratings.

Legal Expert

The legal implications of the tender offer and the subsequent actions, such as the potential satisfaction and discharge of the indenture, are significant. By removing the covenants associated with the indenture, Caesars Entertainment may gain greater operational leeway. However, this must be balanced against the need to maintain compliance with securities laws and the terms of the indenture.

It is also worth noting that the press release explicitly states that it does not constitute a notice of redemption, emphasizing the importance of adhering to the formal procedures and legal requirements for such actions. This careful delineation of communication reflects the company's awareness of the legal nuances involved in tender offers and debt redemption.

LAS VEGAS & RENO, Nev.--(BUSINESS WIRE)-- Caesars Entertainment, Inc. (the “Company”) (Nasdaq: CZR) today announced that the previously announced cash tender offer (the “Tender Offer”) by its indirect wholly-owned subsidiaries, Caesars Resort Collection, LLC (“CRC”) and CRC Finco, Inc. (“CRC Finco” and, together with CRC, the “Issuers”), for any and all of the Issuers’ outstanding 5.750% Senior Secured Notes due 2025 (the “Notes”) on the terms and subject to the conditions set forth in the Issuers’ Offer to Purchase, dated January 24, 2024 (the “Offer to Purchase”), and the accompanying Notice of Guaranteed Delivery, dated January 24, 2024 (the “Notice of Guaranteed Delivery” and together with the Offer to Purchase, the “Tender Offer Documents”), expired at 5:00 p.m., New York City time, on January 31, 2024 (the “Expiration Time”). As of the Expiration Time, $947,614,000, or 95.81%, of the $989,102,000 aggregate principal amount outstanding of the Notes had been validly tendered and not validly withdrawn, and an additional $5,711,000, or 0.58%, of the Notes had been tendered pursuant to guaranteed delivery procedures. Payment for the Notes validly tendered and accepted for purchase will be made on February 6, 2024 (the “Settlement Date”).

Certain information regarding the Notes is set forth in the table below.

Title of Security	CUSIP Numbers/ISINs	U.S. Treasury Reference Security	Bloomberg Reference Page	Reference Yield	Fixed Spread	Principal Amount Outstanding	Principal Amount Accepted for Purchase(1)	Percentage of Principal Amount Outstanding(1)
5.750% Senior Secured Notes due 2025	144A: 12770RAA1/US12770RAA14   Reg S: U1231BAA9/USU1231BAA99	3.000% U.S. Treasury due June 30, 2024	FIT3	5.257%	0 bps	$989,102,000	$947,614,000	95.81%

(1)

Not including any amount of the Notes submitted pursuant to the guaranteed delivery procedures described in the Tender Offer Documents. $5,711,000 of the Notes were tendered through the guaranteed delivery procedures and we expect to accept such Notes for purchase upon their timely delivery.

Holders of the Notes who validly tendered, and did not validly withdraw, their Notes at or prior to the Expiration Time, or pursuant to the guaranteed delivery procedures described in the Offer Documents, will be eligible to receive in cash the consideration (the “Tender Offer Consideration”) of $1,001.83 for each $1,000 principal amount of the Notes validly tendered, and not validly withdrawn, and accepted for purchase, plus accrued and unpaid interest on the Notes validly tendered and accepted for purchase from January 1, 2024, the last interest payment date, up to, but not including, the Settlement Date.

The consummation of the Tender Offer and the Issuers’ 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.

The Issuers intend to either (i) 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 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 Issuers will no longer be subject to the covenants in the indenture governing the Notes.

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 Issuers 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. Neither the Company nor the Issuers undertake an 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, Issuers, 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/20240131077535/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 was the percentage of the outstanding principal amount of the Notes tendered?

The company received tenders for 95.81% of the outstanding principal amount of the Notes.

What is the Settlement Date for the tendered Notes?

The Settlement Date for the tendered Notes is February 6, 2024.

What is the Tender Offer Consideration for the Notes?

The Tender Offer Consideration is set at $1,001.83 for each $1,000 principal amount of the Notes.

What are the details provided about the financing conditions?

The company provided details on the financing conditions and the possibility of redemption or satisfaction and discharge of the remaining Notes.