Caesars Entertainment tenders for 9 3/8% notes, 8% notes, 11% notes

By Susanna Moon

Chicago, Nov. 3 – Caesars Entertainment Corp. said four of its wholly owned subsidiaries are holding tender offers for three series of notes until 11:59 p.m. ET on Dec. 4.

Caesars Growth Properties Holdings, LLC and Caesars Growth Properties Finance, Inc. (CGPH) are tendering for their $675 million principal amount of 9 3/8% second-priority notes due 2020.

Meanwhile, Caesars Entertainment Resort Properties, LLC and Caesars Entertainment Resort Properties Finance, Inc. (CERP) are offering to purchase their $1 billion principal amount of 8% first-priority senior secured notes due 2020 and $1.15 billion principal amount of 11% second-priority senior secured notes due 2021.

The total purchase price for each $1,000 principal amount of notes tendered by the early deadline of 5 p.m. ET on Nov. 17 will be as follows:

• $1,024.444 for the 8% notes due 2020, including an early payment of $4.444, with a base tender price of $1,020.00;

• $1,061.111 for the 11% notes due 2021, including an early payment of $6.111, with a base tender price of $1,055.00; and

• $1,075.518 for the 9 3/8% notes due 2022, including an early payment of $5.208, with a base tender price of $1,070.31.

Holders who tender after the early deadline will receive the base purchase price, or the total amount less the early premium.

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

Tendered notes may be withdrawn before the early deadline.

On Oct. 16, CRC Escrow Issuer, LLC and CRC Finco, Inc. issued $1.7 billion of 5¼% senior notes due 2025 with proceeds to be deposited into escrow accounts, the release of which is contingent on the merger of the CRC Escrow Issuer with CGPH with CGPH as the surviving entity and the assumption of the obligations under the indenture for the notes by CGPH; the merger of CERP into and with CGPH, with CGPH as the surviving entity, which will be renamed Caesars Resort Collection, LLC, according to a company announcement.

The transaction also requires regulatory approval.

Substantially concurrently with the release of the escrowed proceeds, CRC plans to obtain $5.7 billion of new senior secured credit facilities, which will include a $1 billion five-year senior secured revolving credit facility and a $4.7 billion seven-year senior secured term loan credit facility.

CRC plans to use the proceeds of the CRC notes and the term loan, along with cash on hand, to pay for tendered notes under the tender offers.

The approval condition for the tender offers requires the release of the escrowed proceeds of the new debt financing to CRC as well as the required regulatory approvals.

J.P. Morgan Securities LLC (866 834-4666) and Credit Suisse Securities (USA) LLC (800 820-1653) are the dealer managers. Global Bondholder Services Corp. (212 430-3774 or 866 470-4500) is the information agent and depositary.

Caesars is a Las Vegas-based full service gaming and entertainment company.

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