Exhibit 99.1
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Caesars Entertainment, Inc. Announces Pricing of Offering of Senior Secured Notes
LAS VEGAS and RENO, Nev. (January 23, 2023) – Caesars Entertainment, Inc. (NASDAQ: CZR) (the “Company,” “Caesars” or the “Issuer”) today announced the pricing of its previously announced offering of Senior Secured Notes due 2030 (the “Notes”) at an interest rate of 7.00% per annum and an issue price equal to 100% of the principal amount of the Notes. The offering is expected to close on or about February 6, 2023, subject to customary closing conditions. The Notes were offered in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States under Regulation S of the Securities Act. The aggregate principal amount of the Notes to be issued in the offering was increased to $2,000.0 million from the previously announced $1,250.0 million.
The Notes will be guaranteed on a senior secured basis by each existing and future wholly-owned domestic subsidiary of the Company that is a guarantor with respect to the Company’s senior secured credit facilities (the “CEI Credit Agreement”) and its existing 6.25% Senior Secured Notes due 2025 (the “Subsidiary Guarantors”), once certain regulatory approvals are obtained. The Notes and guarantees of the Notes will be the Issuer’s and the Subsidiary Guarantors’ senior secured obligations and, once certain regulatory approvals are obtained, secured on a first-priority pari passu basis on substantially all of the property and assets of the Issuer and the Subsidiary Guarantors, now owned or hereafter acquired by the Issuer and any Subsidiary Guarantor, that secure the obligations under the Company’s senior secured credit facilities and its existing 6.25% Senior Secured Notes due 2025.
Concurrently with the issuance of the Notes, the Company expects to enter into an amendment to the CEI Credit Agreement to provide for, among other things, a new approximately $1.750 billion senior secured term loan facility (the “New Term B Loan”). The closing of the New Term B Loan under the CEI Credit Agreement is not a condition to the closing of the sale of the Notes. The Company intends to apply the net proceeds of the sale of the Notes, the New Term B Loan, and cash on hand, (i) to repay all of the Term B Loans of Caesars Resort Collection, LLC, a wholly-owned subsidiary of the Company (“CRC”), together with all accrued interest, fees and premiums thereon, and (ii) to pay fees and expenses related to the foregoing, and any remaining proceeds therefrom will be used by the Company for general corporate purposes, including, without limitation, the potential repayment of a portion of CRC’s outstanding Term B-1 Loans.
The Notes were offered to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act and to persons outside the United States under Regulation S of the Securities Act. The Notes will not be registered under the Securities Act, and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction 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 securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-looking Statements
This announcement includes “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 regarding our strategies, objectives and plans for future development or acquisitions