LAS VEGAS, Dec. 1 /PRNewswire/ -- Harrah's Entertainment, Inc. ("Harrah's")
announced today that its direct wholly-owned subsidiary, Harrah's Operating
Company, Inc. ("HOC"), is extending to 5:00 p.m., New York City time, on
December 5, 2008, the Early Tender Date (as defined in HOC's confidential
offering memorandum, dated November 14, 2008, the "Offering Memorandum") for
all Old Notes (as defined below) maturing between 2010 and 2013 ("Priority 1
Notes"), in its private exchange offers (the "Exchange Offers") to exchange
certain of its outstanding debt securities (collectively, the "Old Notes") for
up to $2.1 billion aggregate principal amount of (i) new 10.00% Second-
Priority Senior Secured Notes due 2015 ("New 2015 Second Lien Notes"), for Old
Notes maturing between 2010 and 2013, and (ii) new 10.00% Second-Priority
Senior Secured Notes due 2018, for Old Notes maturing between 2015 and 2018.
(Logo: http://www.newscom.com/cgi-bin/prnh/20070718/HARRAHSLOGO)
In addition, Harrah's also announced today that HOC is reducing the
Acceptance Priority 2 Cap (as defined in the Offering Memorandum) from $875
million to $500 million and is extending to 5:00 p.m., New York City time, on
December 19, 2008, the Expiration Date (as defined in the Offering Memorandum)
for the Exchange Offers. HOC is also extending to 5:00 p.m., New York City
time, on December 3, 2008, the Withdrawal Deadline (as defined in the Offering
Memorandum) for all Old Notes maturing between 2015 and 2018 (i.e., Old Notes
having an acceptance priority level of 2, 3 and 4). The Withdrawal Deadline
for Priority 1 Notes, however, remains 5:00 p.m., New York City time, on
November 28, 2008 and has passed, and therefore, Priority 1 Notes that are
validly tendered through the new Expiration Date of the Exchange Offers may
not be withdrawn except under the circumstances described in the Offering
Memorandum. All of the other terms and conditions of the Exchange Offers
remain unchanged.
HOC is pleased that the Exchange Offers are currently oversubscribed. As
of 5:00 p.m., New York City time, November 28, 2008 (the "Original Early
Tender Date"), approximately $4 billion principal amount, or 36% of the
outstanding principal amount, of Old Notes had been validly tendered and not
withdrawn in the Exchange Offers. In addition, as of the Original Early
Tender Date, approximately $286 million principal amount, or 19% of the
outstanding principal amount, of Old Notes maturing in 2010 and 2011 have
participated in the Exchange Offers and elected to receive cash in lieu of New
2015 Second Lien Notes that they would otherwise receive in the Exchange
Offers pursuant to the "Modified Dutch Auction" process (the "Auction Process")
described more fully in the Offering Memorandum. Subject to the terms and
conditions described in the Offering Memorandum, and based on the aggregate
principal amount of Old Notes maturing in 2010 and 2011 validly tendered (and
not withdrawn) as of the Original Early Tender Date, all holders that elected
to receive cash in lieu of New 2015 Second Lien Notes will receive cash in
full and will not be subject to proration. HOC estimates that it would pay
approximately $209 million in cash to holders of these Old Notes. In addition,
HOC is also pleased to confirm that the Maximum Auction Amount (as defined in
the Offering Memorandum) remains $325 million.
The Exchange Offers are not conditioned on a minimum principal amount of
Old Notes being tendered or the issuance of a minimum principal amount of New
Second Lien Notes (as defined in the Offering Memorandum). However, the
Exchange Offer for each issue of Old Notes is subject to certain other terms
and conditions, which terms and conditions may be different from the terms and
conditions applicable to the other issues of Old Notes, as more fully
described in the Offering Memorandum. In addition, HOC has the right to
terminate or withdraw any of the Exchange Offers at any time and for any
reason, including if any of the conditions described in the Offering
Memorandum are not satisfied.
The Exchange Offers are being made only to qualified institutional buyers
and to certain non-U.S. investors located outside the United States. The
Exchange Offers are made only by, and pursuant to, the terms set forth in the
offering memorandum, and the information in this press release is qualified by
reference to the offering memorandum and the accompanying letter of
transmittal. Subject to applicable law, HOC may amend, extend or terminate
the Exchange Offers.
Documents relating to the Exchange Offers will only be distributed to
holders who complete and return a letter of eligibility confirming that they
are within the category of eligible investors for this private offer.
Noteholders who desire a copy of the eligibility letter should contact Global
Bondholder Service Corporation, the information agent for the Exchange Offers,
at (866) 736-2200 (Toll-Free) or (212) 925-1630 (Collect).
This press release shall 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 in any jurisdiction in which such offering, solicitation
or sale would be unlawful.
About Harrah's Entertainment
Harrah's Entertainment, Inc. is the world's largest provider of branded
casino entertainment. Since its beginning in Reno, Nevada, more than 70 years
ago, Harrah's has grown through development of new properties, expansions and
acquisitions, and now operates casinos on four continents. The company's
properties operate primarily under the Harrah's(R), Caesars(R) and Horseshoe(R)
brand names; Harrah's also owns the London Clubs International family of
casinos and the World Series of Poker(R). Harrah's Entertainment is focused
on building loyalty and value with its customers through a unique combination
of great service, excellent products, unsurpassed distribution, operational
excellence and technology leadership. For more information, please visit
www.harrahs.com.
This release includes "forward-looking statements." 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. 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 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 with the Securities and Exchange Commission
(including the sections entitled "Risk Factors" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" contained
therein): the impact of the company's significant indebtedness; 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 acquisition into our operations; changes in laws,
including increased tax rates, smoking bans, 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; the
potential difficulties in employee retention as a result of the sale of the
company to affiliates of TPG Capital and Apollo Management; 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 disclaims 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.
