Caesars Entertainment wraps tender offers for 5 5/8%, 10% notes

By Marisa Wong

Madison, Wis., July 29 – Caesars Entertainment Corp. subsidiary Caesars Entertainment Operating Co., Inc. said it completed the cash tender offers for its $791,767,000 of 5 5/8% senior notes due 2015 and its $214.8 million of 10% second-priority senior secured notes due 2015.

As of the end of the offers at 5 p.m. ET on July 25, holders had tendered $44,345,000 of the 5 5/8% notes and $103,016,000 of the 10% notes. The company said it accepted for purchase all notes tendered.

As previously announced, the expiration time was extended from 5 p.m. ET on July 7 and, before that, 5 p.m. ET on June 27, 5 p.m. ET on June 16, midnight ET at the end of June 3 and 5 p.m. ET on May 19. The offers began on May 6.

Holders received the total purchase price of $1,048.75 for each $1,000 principal amount of 5 5/8% notes and $1,022.50 for each $1,000 principal amount of 10% notes. Each total payment includes a $30.00 early tender payment, regardless of when the notes are tendered.

The company also paid accrued interest up to but excluding the payment date.

In addition, under previously announced note purchase agreements with a significant third-party holder and a subsidiary of Caesars Growth Partners, LLC, Caesars Entertainment Operating purchased about $740.5 million of the 5 5/8% notes for a purchase price of $1,048.75 per $1,000 principal amount and roughly $106.6 million of the 10% notes (including 10% notes purchased through a mandatory redemption) for a purchase price of $1,022.50 per $1,000 principal amount, in each case, plus accrued interest to, but not including, the closing date.

As a result of the tender offers and the note purchases, the issuer has retired 99.1% of the outstanding amount of the 5 5/8% notes and 98% of the outstanding amount of the 10% notes.

As previously noted, tendered notes could not be withdrawn as of the original early tender deadline, 5 p.m. ET on May 19.

The tender offers were conditioned on the issuer receiving enough proceeds from an incremental term loan to refinance all of its debt that matures in 2015, including the 5 5/8% notes and 10% notes.

Affiliate Caesars Growth Partners agreed to reinvest all of the proceeds received from the repurchase of notes held by its subsidiary in the incremental term loan, as previously announced.

The dealer manager is Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106). The information agent is Global Bondholder Services Corp. (212 430-3774 for brokers and banks or 866 470-4500 for others).

Caesars is a casino-entertainment company based in Las Vegas.

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