Harrah's Entertainment Announces Private Exchange Offers of Harrah's Operating Company Debt Securities for New Second Lien Notes
LAS VEGAS, Nov. 14 /PRNewswire/ -- Harrah's Entertainment, Inc.("Harrah's") announced today that its direct wholly-owned subsidiary, Harrah'sOperating Company, Inc. ("HOC"), is commencing private exchange offers (the"Exchange Offers") to exchange certain of its outstanding debt securitiesreferenced below (collectively, the "Old Notes") for up to $2.1 billionaggregate principal amount (subject to increase or decrease by HOC in itsdiscretion, the "Maximum Exchange Amount") of (i) new 10.00% Second-PrioritySenior Secured Notes due 2015 ("New 2015 Second Lien Notes"), for Old Notesmaturing between 2010 and 2013, and (ii) new 10.00% Second-Priority SeniorSecured Notes due 2018 (the "New 2018 Second Lien Notes" and, with the New2015 Second Lien Notes, the "New Second Lien Notes"), for Old Notes maturingbetween 2015 and 2018.
The purpose of the Exchange Offers is to reduce the outstanding principalamount of indebtedness of HOC and to extend the weighted average maturity ofHOC's outstanding indebtedness.
In addition to the issuance of New Second Lien Notes, holders of Old Notesmaturing in 2010 and 2011 (collectively, the "Old 2010-2011 Notes")participating in the Exchange Offers may elect to receive cash in lieu of New2015 Second Lien Notes that they would otherwise receive in the ExchangeOffers pursuant to a "Modified Dutch Auction" process (the "Auction Process")described more fully in the confidential offering memorandum (the "OfferingMemorandum") prepared in connection with the Exchange Offers. Only holders ofOld 2010-2011 Notes participating in the Exchange Offers may participate inthe Auction Process. Participation in the Auction Process is optional.Accordingly, holders of Old 2010-2011 Notes may participate in the ExchangeOffers without participating in the Auction Process. HOC will not pay morethan $325 million to auction participants in lieu of New 2015 Second LienNotes that such participants would otherwise receive in exchange for Old2010-2011 Notes.
Subject to the terms and conditions of the Exchange Offers, including theproration terms, described in the Offering Memorandum, Old Notes properlytendered (and not withdrawn) will be accepted in order of the AcceptancePriority Levels indicated in the table above, with Level 1 being the highestpriority level. The aggregate principal amount of Old Notes with anAcceptance Priority Level of 2 that are validly tendered (and not withdrawn)and accepted in the Exchange Offers will not exceed $875 million and theaggregate principal amount of Old Notes with an Acceptance Priority Level of 3that are validly tendered (and not withdrawn) and accepted in the ExchangeOffers will not exceed $462 million. In addition, the aggregate principalamount New Second Lien Notes issued in the Exchange Offers will not exceed thelesser of (i) the Maximum Exchange Amount and (ii) an amount that would resultin the estimated cancellation of indebtedness income, as determinedimmediately following the Expiration Date, attributable to the Old Notesproperly tendered and not withdrawn and accepted in the exchange offers toexceed $1.8 billion.
Holders who validly tender their Old Notes on or prior to 5:00 p.m., NewYork City time, on November 28, 2008 (the "Early Tender Date") and whose OldNotes are accepted by HOC in the Exchange Offers will receive an earlyparticipation consideration of $30.00 in principal amount of New Second LienNotes per $1,000 principal amount of Old Notes.
The Exchange Offers are not conditioned on a minimum principal amount ofOld Notes being tendered or the issuance of a minimum principal amount of NewSecond Lien Notes. However, the Exchange Offers are subject to certain otherconditions, as more fully described in the Offering Memorandum. In addition,HOC has the right to terminate or withdraw any of the Exchange Offers at anytime and for any reason, including if any of the conditions described in theOffering Memorandum are not satisfied.
Each of the Exchange Offers will expire at midnight, New York City time,on December 12, 2008, unless any of them is extended (such time and date, asthe same may be extended, the "Expiration Date").
Tenders may be withdrawn prior to 5:00 p.m., New York City time, onNovember 28, 2008 unless extended by HOC (such time and date, as the same maybe extended, the "Withdrawal Deadline"). Holders may withdraw tendered OldNotes at any time prior to the Withdrawal Deadline but holders may notwithdraw tendered Old Notes on or thereafter.
The New Second Lien Notes will accrue interest from and including thesettlement date. Holders who exchange Old Notes that pay cash interest forNew Second Lien Notes will receive accrued and unpaid interest to, but notincluding, the settlement date. Accrued pay-in-kind interest on HOC's10.75%/11.5% Senior Toggle Notes due 2018 (the "Old Toggle Notes") will not beincluded in determining the principal amount of any such Old Toggle Notestendered in the exchange offers, but an estimate of the accrued interestthrough the anticipated Settlement Date has been included in the considerationbeing offered in the Exchange Offers for the Old Toggle Notes.
The New Second Lien Notes have not been registered under the SecuritiesAct of 1933, as amended, and may not be offered or sold in the United Statesabsent registration or an applicable exemption from registration requirements.
The Exchange Offers are being made only to qualified institutional buyersand to certain non-U.S. investors located outside the United States. TheExchange Offers are made only by, and pursuant to, the terms set forth in theoffering memorandum, and the information in this press release is qualified byreference to the offering memorandum and the accompanying letter oftransmittal. Subject to applicable law, HOC may amend, extend or terminatethe Exchange Offers.
Documents relating to the Exchange Offers will only be distributed toholders who complete and return a letter of eligibility confirming that theyare within the category of eligible investors for this private offer.Noteholders who desire a copy of the eligibility letter should contact GlobalBondholder Service Corporation, the information agent for the offers, at(866) 736-2200 (Toll-Free) or (212) 925-1630 (Collect).
This press release shall not constitute an offer to sell or thesolicitation of an offer to buy any security and shall not constitute an offer,solicitation or sale in any jurisdiction in which such offering, solicitationor sale would be unlawful.
About Harrah's Entertainment
Harrah's Entertainment, Inc. is the world's largest provider of brandedcasino entertainment. Since its beginning in Reno, Nevada, more than 70 yearsago, Harrah's has grown through development of new properties, expansions andacquisitions, and now operates casinos on four continents. The company'sproperties operate primarily under the Harrah's(R), Caesars(R) and Horseshoe(R)brand names; Harrah's also owns the London Clubs International family ofcasinos and the World Series of Poker(R). Harrah's Entertainment is focusedon building loyalty and value with its customers through a unique combinationof great service, excellent products, unsurpassed distribution, operationalexcellence and technology leadership. For more information, please visithttp://www.harrahs.com.
This release includes "forward-looking statements." You can identify thesestatements by the fact that they do not relate strictly to historical orcurrent facts. These statements contain words such as "may," "will,""project," "might," "expect," "believe," "anticipate," "intend," "could,""would," "estimate," "continue" or "pursue," or the negative or othervariations thereof or comparable terminology. In particular, they includestatements relating to, among other things, future actions, new projects,strategies, future performance, the outcomes of contingencies and futurefinancial results of Harrah's. These forward-looking statements are based oncurrent expectations and projections about future events.
Investors are cautioned that forward-looking statements are not guaranteesof future performance or results and involve risks and uncertainties thatcannot be predicted or quantified and, consequently, the actual performance ofHarrah's may differ materially from those expressed or implied by suchforward-looking statements. Such risks and uncertainties include, but are notlimited to, the following factors, as well as other factors described fromtime to time in our reports filed with the Securities and Exchange Commission(including the sections entitled "Risk Factors" and "Management's Discussionand Analysis of Financial Condition and Results of Operations" containedtherein): the impact of the company's significant indebtedness; the effects oflocal and national economic, credit and capital market conditions on theeconomy in general, and on the gaming and hotel industries in particular;construction factors, including delays, increased costs for labor andmaterials, availability of labor and materials, zoning issues, environmentalrestrictions, soil and water conditions, weather and other hazards, siteaccess matters and building permit issues; the effects of environmental andstructural building conditions relating to our properties; access to availableand reasonable financing on a timely basis; the ability to timely and costeffectively integrate acquisition into our operations; changes in laws,including increased tax rates, smoking bans, regulations or accountingstandards, third-party relations and approvals, and decisions of courts,regulators and governmental bodies; litigation outcomes and judicial actions,including gaming legislative action, referenda and taxation; the ability ofour customer-tracking, customer loyalty and yield-management programs tocontinue to increase customer loyalty and same store sales or hotel sales; ourability to recoup costs of capital investments through higher revenues; actsof war or terrorist incidents or natural disasters; abnormal gaming holds; thepotential difficulties in employee retention as a result of the sale of thecompany to affiliates of TPG Capital and Apollo Management; and the effects ofcompetition, including locations of competitors and operating and marketcompetition.
Any forward-looking statements are made pursuant to the Private SecuritiesLitigation Reform Act of 1995 and, as such, speak only as of the date made.Harrah's disclaims any obligation to update the forward-looking statements.You are cautioned not to place undue reliance on these forward-lookingstatements which speak only as of the date stated, or if no date is stated, asof the date of this press release.
SOURCE Harrah's Entertainment, Inc.
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