SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
CAESARS HOLDINGS, INC.
f/k/a Caesars Entertainment Corporation
(Name of Subject Company (Issuer))
CAESARS HOLDINGS, INC.
(Names of Filing Person (Issuer))
5.00% Convertible Senior Notes Due 2024
(Title of Class of Securities)
127686 AA1
(CUSIP Number of Class of Securities)
Caesars Holdings, Inc.
One Caesars Palace Drive
Las Vegas, NV 89109
(702) 407-6000
(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person)
With a copy to:
Deborah R. Conrad
Milbank LLP
2029 Century Park East, 33rd Floor
Los Angeles, California 90067
(424) 386-4671
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee** | |
| $1,139,510,348.73 | $147,908.44 | |
| * | Estimated solely for purposes of calculating the filing fee. The purchase price of the 5.00% Convertible Senior Notes due 2024 (the “Notes”), as described herein, is calculated as the sum of (a) $1,118,080,473.00, representing 100% of the principal amount of the Notes outstanding as of July 17, 2020, plus (b) $21,429,875.73, representing accrued but unpaid interest on the Notes up to, but excluding, August 19, 2020 the repurchase date. |
| ** | The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $129.80 for each $1,000,000 of the value of the transaction. |
| ☐ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: Not applicable | Filing Party: Not applicable | |
| Form of Registration No. Not applicable | Date Filed: Not applicable |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third-party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
Items 1 through 9, and Item 11.
As required by the Indenture, dated as of October 6, 2017 (the “Original Indenture”), between Caesars Holdings, Inc., a Delaware corporation formerly known as Caesars Entertainment Corporation (the “Company”), and Delaware Trust Company, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of November 27, 2019 (the “First Supplemental Indenture”), between the Company and the Trustee and the Second Supplemental Indenture, dated as of July 20, 2020, among the Company, Caesars Entertainment, Inc., a Delaware corporation formerly known as Eldorado Resorts, Inc. (“Parent”), and the Trustee (the “Second Supplemental Indenture,” and the Original Indenture together with the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”), relating to the Company’s 5.00% Convertible Senior Notes due 2024 (the “Notes”), this Tender Offer Statement on Schedule TO (“Schedule TO”) is being filed by the Company with respect to the right of each holder (each, a “Holder”) of the Notes to require the Company to repurchase, at the Holder’s option, 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to, but excluding August 19, 2020, pursuant to the terms and conditions of (i) the Offer to Purchase and Notice of Fundamental Change Notice, Make-Whole Fundamental Change and Entry into Supplemental Indenture, dated July 21, 2020 (the “Notice”), attached hereto as Exhibit (a)(1), (ii) the Indenture and (iii) the Notes.
This Schedule TO is intended to satisfy the disclosure requirements of Rules 13e-4(c)(2) and 13e-4(d)(1) under the Securities Exchange Act of 1934, as amended. Pursuant to General Instruction F to Schedule TO, all of the information set forth in the Notice is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Schedule TO. All capitalized terms used but not specifically defined in this Schedule TO have the meanings given to such terms in the Notice.
Item 10. Financial Statements.
(a) The Company believes that its financial condition is not material to a Holder’s decision whether to exercise its Fundamental Change Purchase Right because (i) the consideration being offered to Holders consists solely of cash, (ii) the Fundamental Change Purchase Right is not subject to any financing condition and (iii) the offer applies to all outstanding Notes.
(b) Not applicable.
Item 12. Exhibits.
Exhibit | Description | |
| (a)(1) | Offer to Purchase and Notice of Fundamental Change, Make-Whole Fundamental Change and Entry into Supplemental Indenture to Holders of 5.00% Convertible Senior Notes Due 2024, dated July 21, 2020. | |
| (a)(5) | Press Release announcing tender offer for Caesars Holdings, Inc. 5.00% Convertible Senior Notes Due 2024, dated July 21, 2020. | |
| (b) | Not applicable. | |
| (d)(1) | Indenture, dated October 6, 2017, between Caesars Entertainment Corporation and Delaware Trust Company, as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Caesars Holdings, Inc. (formerly known as Caesars Entertainment Corporation) on October 13, 2017). | |
| d(2) | First Supplemental Indenture, dated November 27, 2019, between Caesars Entertainment Corporation and Delaware Trust Company, as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Caesars Holdings, Inc. (formerly known as Caesars Entertainment Corporation) on November 29, 2019). | |
| d(3) | Second Supplemental Indenture, dated July 20, 2020, among Caesars Entertainment Corporation, Eldorado Resorts, Inc. and Delaware Trust Company, as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Caesars Entertainment, Inc. (formerly known as Eldorado Resorts, Inc.) on July 21, 2020). | |
| d(4) | Agreement and Plan of Merger, dated June 24, 2019, among Eldorado Resorts, Inc., Caesars Entertainment Corporation and Colt Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-4, filed by Caesars Entertainment, Inc. (formerly known as Eldorado Resorts, Inc.) and declared effective on October 11, 2019). | |
| d(5) | Amendment No.1 to Agreement and Plan of Merger, dated August 15, 2019, among Eldorado Resorts, Inc., Caesars Entertainment Corporation and Colt Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Caesars Entertainment, Inc. (formerly known as Eldorado Resorts, Inc.) on August 16, 2019). | |
| (g) | Not applicable. | |
| (h) | Not applicable. | |
Item 13. Information Required by Schedule 13E-3.
Not applicable.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Caesars Holdings, Inc. | ||||
| By: | /s/ Edmund L. Quatmann, Jr. | |||
| Name: | Edmund L. Quatmann, Jr. | |||
| Title: | Executive Vice President, Chief Legal Officer and Secretary | |||
Date: July 21, 2020
EXHIBIT INDEX
Exhibit Number | Description | |
| (a)(1) | Offer to Purchase and Notice of Fundamental Change, Make-Whole Fundamental Change and Entry into Supplemental Indenture to Holders of 5.00% Convertible Senior Notes Due 2024, dated July 21, 2020. | |
| (a)(5) | Press Release announcing tender offer for Caesars Holdings, Inc. 5.00% Convertible Senior Notes Due 2024, dated July 21, 2020. | |
| (b) | Not applicable. | |
| (d)(1) | Indenture, dated October 6, 2017, between Caesars Entertainment Corporation and Delaware Trust Company, as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Caesars Holdings, Inc. (formerly known as Caesars Entertainment Corporation) on October 13, 2017). | |
| d(2) | First Supplemental Indenture, dated November 27, 2019, between Caesars Entertainment Corporation and Delaware Trust Company, as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Caesars Holdings, Inc. (formerly known as Caesars Entertainment Corporation) on November 29, 2019). | |
| d(3) | Second Supplemental Indenture, dated July 20, 2020, among Caesars Entertainment Corporation, Eldorado Resorts, Inc. and Delaware Trust Company, as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Caesars Entertainment, Inc. (formerly known as Eldorado Resorts, Inc.) on July 21, 2020). | |
| d(4) | Agreement and Plan of Merger, dated June 24, 2019, among Eldorado Resorts, Inc., Caesars Entertainment Corporation and Colt Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-4, filed by Caesars Entertainment, Inc. (formerly known as Eldorado Resorts, Inc.) and declared effective on October 11, 2019). | |
| d(5) | Amendment No.1 to Agreement and Plan of Merger, dated August 15, 2019, among Eldorado Resorts, Inc., Caesars Entertainment Corporation and Colt Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Caesars Entertainment, Inc. (formerly known as Eldorado Resorts, Inc.) on August 16, 2019). | |
| (g) | Not applicable. | |
| (h) | Not applicable. | |
