Item 8.01 Other Events
Final Settlement of Tender Offer
On October 8, 2021, Caesars Entertainment, Inc. (the "Company") announced the
expiration and results as of 12:00 a.m., New York City time, on October 7, 2021
(the "Expiration Time") of the previously announced cash tender offer (the
"Tender Offer") of the 5.250% senior notes due 2025 (the "CRC Notes") issued by
the Company's subsidiaries, CRC Escrow Issuer, LLC ("CRC") and CRC Finco, Inc.
("CRC Finco" and together with CRC, collectively, the "CRC Notes Issuers") that
commenced on September 10, 2021 on the terms and subject to the conditions set
forth in the CRC Notes Issuers' Offer to Purchase dated September 10, 2021 and
the accompanying Letter of Transmittal dated September 10, 2021.
As previously reported, on September 23, 2021 (the "Early Tender Time"),
$889,277,000 in aggregate principal amount of the CRC Notes had been validly
tendered and not validly withdrawn. Holders of CRC Notes validly tendered at or
prior to the Early Tender Time, not validly withdrawn and accepted for purchase
in accordance with the terms of the Tender Offer received on September 24, 2021
(the "Early Settlement Date"), for each $1,000 principal amount of such CRC
Notes, the "Total Consideration" of $1,015.00, which included an "Early Tender
Premium" of $30.00. In addition to the Total Consideration, such holders also
received, in respect of such CRC Notes, accrued and unpaid interest from the
last interest payment date for the CRC Notes to, but not including,
September 24, 2021.
Following the Early Tender Time and as of the Expiration Time, $4,000 in
aggregate principal amount of the CRC Notes had been validly tendered and not
validly withdrawn. Holders of CRC Notes validly tendered after the Early Tender
Time, at or prior to the Expiration Time, not validly withdrawn and accepted for
purchase in accordance with the terms of the Tender Offer received on October 8,
2021 (the "Final Settlement Date"), for each $1,000 principal amount of such CRC
Notes, the "Late Tender Offer Consideration" of $985.00, which did not include
the Early Tender Premium. In addition to the Late Tender Offer Consideration,
such holders also received, in respect of such CRC Notes, accrued and unpaid
interest from the last interest payment date for the CRC Notes to, but not
including, October 8, 2021.
The Tender Offer expired at the Expiration Time and was not extended. This
Current Report on Form 8-K is neither an offer to purchase nor the solicitation
of an offer to sell any CRC Notes.
Following the Final Settlement Date, $810,719,000 aggregate principal amount of
the CRC Notes remained outstanding. As previously reported, following the Early
Settlement Date the CRC Notes Issuers issued a notice to redeem, on October 15,
2021 (the "Redemption Date"), all of the CRC Notes that have not previously been
called for redemption in connection with the redemption of $500 million of the
CRC Notes on October 15, 2021 at a redemption price of 101.313% of the principal
amount of the CRC Notes plus accrued and unpaid interest (if any) pursuant to
the unconditional notice of partial redemption delivered by the CRC Notes
Issuers on September 9, 2021 or validly tendered and accepted for purchase in
the Tender Offer at the redemption price, expressed as a percentage of principal
amount, of 101.313%, plus accrued and unpaid interest thereon to, but not
including, the Redemption Date.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses