Also: (ii) 7.5% Senior Notes due 2009 (CUSIP No. 413627AE0; ISIN No.
US413627AE02), (iii) 7.5% Senior Notes Due 2009 (CUSIP No. 700690AN0; ISIN
No. US700690AN03) and (iv) 7% Senior Notes due 2013 (CUSIP No. 700690AS9;
ISIN No. US700690AS99)
LAS VEGAS, Jan. 8 /PRNewswire-FirstCall/ -- Harrah's Entertainment,
Inc. (NYSE: HET) ("Harrah's Entertainment"), announced today the
consideration to be paid in its previously announced cash tender offer and
consent solicitation for any and all of the outstanding: (i) 8.875% Senior
Subordinated Notes due 2008 (CUSIP No. 700690AJ9; ISIN No. US700690AJ90)
(the "8.875% Notes"); (ii) 7.5% Senior Notes due 2009 (CUSIP No. 413627AE0;
ISIN No. US413627AE02) (the "7.5% Notes (1998)"); (iii) 7.5% Senior Notes
Due 2009 (CUSIP No. 700690AN0; ISIN No. US700690AN03) (the "7.5% Notes
(2001)") and (iv) 7% Senior Notes due 2013 (CUSIP No. 700690AS9; ISIN No.
US700690AS99) (the "7% Notes" and, collectively with the 8.875% Notes, the
7.5% Notes (1998) and the 7.5% Notes (2001), the "Notes"), commenced by
Harrah's Operating Company, Inc. ("Harrah's Operating"), a subsidiary of
Harrah's Entertainment.
(Logo: http://www.newscom.com/cgi-bin/prnh/20070718/HARRAHSLOGO)
The total consideration for each series of the Notes was determined as
of 2:00 p.m., New York City time, on January 8, 2008, by reference to a
fixed spread of 50 basis points above the yield to maturity of the
applicable U.S. security as described in the Offer to Purchase and Consent
Solicitation Statement dated December 21, 2007 (the "Statement"). The
reference yield for the 8.875% Notes was 3.214%; the reference yield for
the 7.5% Notes (1998) was 2.920%; the reference yield for the 7.5% Notes
(2001) was 2.869%; and the reference yield for the 7% Notes was 3.197%.
The total consideration per $1,000 principal amount of each series of
the Notes (the "Total Consideration") that were validly tendered by 5:00
p.m., New York City time, on January 7, 2008 (the "Consent Payment
Deadline") is $1,032.35 for the 8.875% Notes; $1,038.78 for the 7.5% Notes
(1998); $1,063.88 for the 7.5% Notes (2001) and $1,155.56 for the 7% Notes,
which in each case, includes a cash consent payment of $30.00. Holders who
tender their Notes and deliver their consents after the Consent Payment
Deadline, but prior to the Offer Expiration Date will receive the
applicable tender offer consideration, which consists of the applicable
Total Consideration less the cash consent payment of $30.00 per $1,000
principal amount of tendered Notes. All holders of Notes validly tendered
prior to the Offer Expiration Date will receive accrued and unpaid interest
on their tendered Notes up to, but not including, the payment date for the
tender offer and consent solicitation.
As a result of the previously announced receipt of the requisite
consents to adopt the proposed amendments to the applicable indentures
pursuant to which each series of the Notes was issued, (i) the Third
Supplemental Indenture among Harrah's Entertainment, Harrah's Operating and
Wells Fargo Bank, National Association ("Wells Fargo"), as trustee for the
Holders of the 8.875% Notes; (ii) the Second Supplemental Indenture among
Harrah's Entertainment, Harrah's Operating and Bank of New York Mellon
Global Corporate Trust, as trustee for the Holders of the 7.5% Notes
(1998); (iii) the Third Supplemental Indenture among Harrah's
Entertainment, Harrah's Operating and Wells Fargo, as trustee for the
Holders of the 7.5% Notes (2001); and (iv) the Third Supplemental Indenture
among Harrah's Entertainment, Harrah's Operating and U.S. Bank National
Association, as trustee for the Holders of the 7% Notes, have been
executed. The proposed amendments, which will eliminate substantially all
of the restrictive covenants and eliminate or modify certain events of
default and related provisions contained in each applicable indenture, will
become operative when the tendered Notes are accepted by purchase by
Harrah's Entertainment and Harrah's Operating.
The tender offer and consent solicitation remains open and is scheduled
to expire at 8:00 a.m. New York City time, on January 23, 2008, unless
extended (the "Offer Expiration Date").
Harrah's Operating's tender offer is subject to the conditions set
forth in the Statement and the related Consent and Letter of Transmittal,
including, among other things, that Harrah's Operating obtains the
financing necessary to pay for the Notes and consents in accordance with
the terms of the tender offers and consent solicitations.
Harrah's Operating and Harrah's Entertainment have retained Citi to act
as lead dealer manager in connection with the tender offers and consent
solicitations. Questions about the tender offers and consent solicitations
may be directed to Citi at (800) 558-3745 (toll free) or (212) 723-6106
(collect). Copies of the Offer Documents and other related documents may be
obtained from Global Bondholder Services Corporation, the information agent
for the tender offers and consent solicitations, at (866) 924-2200 (toll
free) or (212) 430-3774 (for banks and brokers only).
The tender offers and consent solicitations are being made solely
pursuant to the applicable Offer to Purchase and Consent Solicitation
Statement and the related Letter of Transmittal and Consent, which set
forth the complete terms of the tender offers and consent solicitations.
Under no circumstances shall this press release constitute an offer to
purchase or the solicitation of an offer to sell the Notes or any other
securities of Harrah's Operating or Harrah's Entertainment. It also is not
a solicitation of consents to the proposed amendments to the indentures. No
recommendation is made as to whether holders of the securities should
tender their securities or give their consent.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not constitute an
offer, solicitation or sale of any securities in any jurisdiction in which
such offering, solicitation or sale would be unlawful.
About Harrah's Entertainment
Harrah's Entertainment is the world's largest provider of branded
casino entertainment. Since its beginning in Reno, Nevada nearly 70 years
ago, Harrah's Entertainment has grown through development of new
properties, expansions and acquisitions, and now owns or manages casinos on
four continents. Its properties operate primarily under the Harrah's(R),
Caesars(R) and Horseshoe(R) brand names; it also owns the London Clubs
International family of casinos. Harrah's Entertainment is focused on
building loyalty and value with its customers through an unique combination
of great service, excellent products, unsurpassed distribution, operational
excellence and technology leadership.
More information about Harrah's Entertainment is available at its Web
site -- http://www.harrahs.com.
This release includes "forward-looking statements" intended to qualify
for the safe harbor from liability established by the Private Securities
Litigation Reform Act of 1995. You can identify these statements by the
fact that they do not relate strictly to historical or current 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 other variations thereof or
comparable terminology. In particular, they include statements relating to,
among other things, future actions, new projects, strategies, future
performance, the outcomes of contingencies and future financial results of
Harrah's Entertainment and Harrah's Operating. These forward-looking
statements are based on current expectations and projections about future
events.
Investors are cautioned that forward-looking statements are not
guarantees of future performance or results and involve risks and
uncertainties that cannot be predicted or quantified and, consequently, the
actual performance of Harrah's Entertainment and Harrah's Operating may
differ materially from those expressed or implied by such forward-looking
statements. Such risks and uncertainties include, but are not limited to,
the following factors, as well as other factors described from time to time
in our reports filed by Harrah's Entertainment with the SEC (including the
sections entitled "Risk Factors" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" contained therein): the
occurrence of any event, change or other circumstances that could give rise
to the termination of the merger agreement with TPG and Apollo; the outcome
of any legal proceedings that have been, or will be, instituted against the
Company related to the merger agreement; the inability to complete the
merger due to the failure to satisfy conditions to completion of the
Merger, including the receipt of all regulatory approvals related to the
Merger; the failure to obtain the necessary financing arrangements set
forth in the debt and equity commitment letters delivered pursuant to the
merger agreement; risks that the proposed transaction disrupts current
plans and operations and the potential difficulties in employee retention
as a result of the Merger; the impact of the substantial indebtedness to be
incurred to finance the consummation of the Merger; the effects of local
and national economic, credit and capital market conditions on the economy
in general, and on the gaming and hotel industries in particular;
construction factors, including delays, increased costs for labor and
materials, availability of labor and materials, zoning issues,
environmental restrictions, soil and water conditions, weather and other
hazards, site access matters and building permit issues; the effects of
environmental and structural building conditions relating to our
properties; access to available and reasonable financing on a timely basis;
the ability to timely and cost-effectively integrate acquisitions into our
operations, including London Clubs; changes in laws, including increased
tax rates, regulations or accounting standards, 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 of our customer-tracking,
customer loyalty and yield-management programs to continue to increase
customer loyalty and same store sales or hotel sales; our ability to recoup
costs of capital investments through higher revenues; acts of war or
terrorist incidents or natural disasters; abnormal gaming holds; and the
effects of competition, including locations of competitors and operating
and market competition.
Any forward-looking statements are made pursuant to the Private
Securities Litigation Reform Act of 1995 and, as such, speak only as of the
date made. Harrah's Entertainment and Harrah's Operating disclaim any
obligation to update the forward-looking statements. You are cautioned not
to place undue reliance on these forward-looking statements which speak
only as of the date stated, or if no date is stated, as of the date of this
press release.
SOURCE Harrah's Entertainment, Inc.
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Related links:
http://www.harrahs.com
Photo Notes:
NewsCom: http://www.newscom.com/cgi-bin/prnh/20070718/HARRAHSLOGO
AP Archive: http://photoarchive.ap.org
PRN Photo Desk, photodesk@prnewswire.com
CONTACT:
Media, Jacqueline Peterson, +1-702-494-4829,
or Investors, Jonathan Halkyard, +1-702-407-6346, both of
Harrah's Entertainment, Inc.
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