Informal Committee Of Certain First Lien Bank Lenders Of Caesars Entertainment Releases Information About Restructuring Discussions
Dec 11, 2014, 10:14 ET
NEW YORK, Dec. 11, 2014 /PRNewswire/ -- An informal committee consisting of certain beneficial holders (the "First Lien Bank Lenders") of first lien debt of Caesars Entertainment Corporation ("CEC") and its majority owned subsidiary Caesars Entertainment Operating Company, Inc. ("CEOC" and together with CEC, the "Company") outstanding under CEOC's senior secured credit facilities is publicly disclosing information that was provided to the First Lien Bank Lenders in discussions with the Company regarding a potential restructuring of CEOC's debt (a "Restructuring"). The First Lien Bank Lenders are advised by Stroock & Stroock & Lavan LLP and Rothschild Inc.
As previously disclosed by CEOC, in connection with these discussions, the First Lien Bank Lenders entered into non-disclosure agreements ("NDAs") with the Company pursuant to which the Company provided certain confidential information to the First Lien Bank Lenders. As of December 10, 2014, the First Lien Bank Lenders' NDAs with the Company have expired pursuant to their terms. So that the First Lien Bank Lenders will no longer be in possession of material nonpublic information regarding the Company, and in accordance with the NDAs, the First Lien Bank Lenders are providing the information contained in this release, as well as the additional information (including projections, proposals, counter-proposals and other information) posted to the following URL:
Below is a summary of an oral agreement in principle which the First Lien Bank Lenders believe that they had reached with the Company, as well as a summary of certain forward-looking financial information provided by the Company to the First Lien Bank Lenders. This narrative summary is supplemented in its entirety by the more complete information posted to the URL above (including a summary deck of the material economic terms described below). The financial information contained in this press release and posted to the URL above was provided by the Company, and the First Lien Bank Lenders make no representations or warranties whatsoever with respect to such information, and disclaim any responsibility of any kind to anyone for any use of, or reliance on, this information or any omissions therefrom. The information is also subject to the disclaimer set forth at the end of this press release.
Discussions between the Company and the First Lien Bank Lenders
The First Lien Bank Lenders believe that they reached an oral agreement in principle with the Company on certain material economic terms with respect to a Restructuring, which would ultimately be effected through a chapter 11 filing. That oral agreement in principle, however, was contingent on, among other things, the Company reaching an economic deal with respect to a Restructuring acceptable to the First Lien Bank Lenders with certain beneficial holders of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 (collectively, the "First Lien Bondholders", and together with the First Lien Bank Lenders, the "First Lien Creditors"). The First Lien Bank Lenders understand that, at the time of this press release, the Company has not reached an agreement with the First Lien Bondholders on the terms of a Restructuring that are acceptable to the First Lien Bank Lenders, nor has the Company negotiated the details of the definitive documentation relating to such Restructuring or resolved all of the substantive issues with the First Lien Bank Lenders.
The following are the material economic terms upon which the First Lien Bank Lenders believe they had reached an oral agreement with the Company:
- Structurally, CEOC would be restructured as a real estate investment trust ("REIT") with an operating company ("OpCo") and a property company ("PropCo"). In addition, a subsidiary of PropCo would own all of the assets of Caesars Palace Las Vegas ("CPLV"). A summary of the proposed REIT structure (including a schematic) is included in the information posted to the URL above.
- In connection with the REIT structure, pursuant to two separate leases, one for CPLV and one for all other properties owned by PropCo, OpCo would lease all the properties owned directly or indirectly by PropCo and pay rent to PropCo. Rental payments under the leases would be $475 million for the non-CPLV properties and $160 million for the CPLV property, with CEC providing a full guarantee of payment of the leases. It was contemplated that the REIT transaction would not be a tax-free spinoff; as such a private letter ruling from the Internal Revenue Service would not be required in connection with the implementation of the REIT structure.
- Each of PropCo, CPLV and OpCo would have its own debt structure.
- PropCo would issue approximately (a) $2.4 billion of first lien debt with an interest rate of LIBOR plus 3.5% (with a 1% LIBOR floor) and (b) $1.4 billion of second lien debt with a flat interest rate of 7.0%.
- CPLV would issue $2.6 billion of debt (including mezzanine debt), with at least $2.0 billion of such debt being issued with a blended interest rate of 5.0% or below and sold to third party investors for cash. Up to $600 million of CPLV debt that was not able to be sold to third party investors would be issued to First Lien Creditors as CPLV mezzanine debt and would have an interest rate ranging from 8.0% if First Lien Creditors received $600 million of CPLV mezzanine debt, to 13.0% if First Lien Creditors received $100 million of CPLV mezzanine debt.
- OpCo would issue approximately (a) $1.2 billion of first lien debt with an interest rate of LIBOR plus 4.0% to 4.5% (with a 1% LIBOR floor) (depending on the amount of excess cash used to decrease the principal of the OpCo second lien debt) and (b) $550 million or less (if excess cash used to decrease the principal of the OpCo second lien debt as described below exceeded $350 million) of second lien debt with a flat interest rate of 8.5%. OpCo would use its commercially reasonable best efforts to syndicate the OpCo first lien debt. All excess cash during the Restructuring process would be used to decrease the principal amount of the OpCo second lien debt. If there was not at least $350 million of excess cash, then CEC would be required to make up the shortfall.
- CEC would not provide a guaranty with respect to any of the new debt issued by PropCo, CPLV or OpCo.
- The beneficial holders of CEOC's senior secured credit facilities would receive a 100% recovery based on principal outstanding, comprised of $705 million of cash, $883 million of first lien OpCo debt (and/or cash from the OpCo first lien debt syndication), $406 million of second lien OpCo debt (and/or additional cash), $1,961 million of first lien PropCo debt, not less than $1,200 million of cash from CPLV debt sold to third party investors and $250 million of CPLV mezzanine debt (and/or additional cash). If the beneficial holders of CEOC's senior secured credit facilities receive any CPLV mezzanine debt, they would be permitted to move up to $100 million of the CPLV mezzanine debt to any other debt or equity investment at OpCo or PropCo.
- The beneficial holders of CEOC's first lien bond debt would receive a 93.8% recovery based on principal outstanding, comprised of $382 million of cash, $306 million of first lien OpCo debt (and/or cash from the OpCo first lien debt syndication), $141 million of second lien OpCo debt (and/or additional cash), $431 million of first lien PropCo debt, $1,425 of second lien PropCo debt, not less than $800 million of cash from CPLV debt sold to third party investors and $350 million of CPLV mezzanine debt (and/or additional cash), 70% directly or indirectly of the equity of PropCo (or cash) and 100% of the equity of OpCo (or cash, in which case CEC would own 100% of the equity of OpCo).
- The beneficial holders of CEOC's second lien and unsecured bond debt would receive an amount of equity directly or indirectly in PropCo or OpCo equal to the value of the unencumbered assets; provided, however, that if they voted as a class in favor of the Restructuring they would receive (a) an additional amount of equity and (b) the right to purchase PropCo equity from the beneficial holders of CEOC's first lien bond debt at plan value.
- The beneficial holders of CEOC's first lien bond debt would be entitled to put up to (a) all of the OpCo equity for $700 million and (b) 14.8% of the PropCo equity for $300 million to CEC at their option. CEC would also contribute $100 million to CEOC as part of the Restructuring.
- CEC contemplates raising capital from third parties to finance its funding obligations by issuing $150 million in convertible debt with a variable strike price of no more than $14 per share.
- In CEOC's chapter 11 proceeding, the First Lien Bank Lenders would receive adequate protection payments of LIBOR plus 1.5% (subject to a "most favored nation" provision in the event higher adequate protection payments are made) for CEOC's use of cash during the case.
In connection with the oral discussions between the Company and the First Lien Bank Lenders, the Company also presented the First Lien Bank Lenders with a lease term sheet with respect to the REIT structure, a management and lease support agreement term sheet with respect to the management of CPLV and the other properties, summaries of principal terms with respect to the first lien and second lien OpCo debt that would be issued, summaries of principal terms with respect to the first lien and second lien PropCo debt that would be issued and summaries of principal terms with respect to the CPLV debt and CPLV mezzanine debt that would be issued. These detailed terms sheets described various terms, conditions and provisions proposed by the Company with respect to the aforementioned arrangements and debt including, without limitation, lease terms (including fixed and variable rent payment components), capital expenditure reimbursement obligations, rights of first refusal, terms with respect to sales of properties by the landlord, assignment rights, landlord and tenant financing rights, casualty and condemnation terms, tenant foreclosure rights, REIT management terms, terms related to the full guaranty of payment of the leases to be provided by CEC, amortization schedules, proposed maturity dates (including 5 years for PropCo first lien debt, 7 years for PropCo second lien debt, 5 years for OpCo first lien debt and 6 years for OpCo second lien debt), events of default, debt covenants, representations and warranties, repayment and prepayment structures, financial covenants, cost and yield protection, voting issues and terms addressing various regulatory matters. These term sheets (including the terms and conditions set forth therein) have not been negotiated with, or agreed to by, the First Lien Bank Lenders.
The Company also provided a draft restructuring support agreement to the First Lien Bank Lenders. The First Lien Bank Lenders provided the Company with comments to the draft restructuring support agreement, including proposed customary milestones with respect to a Restructuring.
No assurances can be made that (a) a Restructuring as described herein will be implemented or (b) any definitive agreements will be reached between CEC, CEOC and CEOC's creditors, including the First Lien Creditors, with respect to a Restructuring.
Certain Forward-Looking Financial
Information Provided to the First Lien Bank Lenders by the Company
In the course of the discussions between the parties, CEOC disclosed to the First Lien Bank Lenders certain forward-looking financial information which has been provided in information posted to the URL above.
The Company has advised that the forward-looking financial information provided to the First Lien Bank Lenders as described below and also posted on the URL above is based on assumptions and may not ultimately prove correct. The Company has advised the First Lien Bank Lenders that certain factors may cause actual results to differ materially from present expectations including, without limitation, the results of ongoing discussions with CEOC's creditors and the impact positive or negative changes in the operational and other matters assumed in preparing CEOC's forecasts would have on its ability to continue as a going concern. The First Lien Bank Lenders make no representations or warranties whatsoever with respect to such information, and disclaim any responsibility of any kind to anyone for any use of, or reliance on, this information or any omission therefrom. The First Lien Bank Lenders have not undertaken any responsibility to confirm or otherwise verify the information provided to the First Lien Bank Lenders by the Company.
The forward-looking financial information provided by the Company to the First Lien Bank Lenders included the following projections:
- Q4 2014 adjusted EBITDA for CEOC of $224 million, and EBITDA for CEOC of $174 million (after pro forma adjustments for cost savings of $50 million);
- Q4 2014 ending cash balance for CEOC of $1.109 billion, and excess cash balance for CEOC of $809 million (after minimum cash holdbacks of $300 million);
- 2015 EBITDA for CPLV of $260 million;
- Q1 2015 EBITDA for CEOC of $278 million, Q2 2015 EBITDA for CEOC of $247 million and Q3 2015 EBITDA for CEOC of $261 million;
- 2015 EBITDA and 2015 EBITDAR for CEOC of $1.024 billion, respectively;
- 2015 EBITDA margin for CEOC of 21.0% and 2015 year-over-year EBITDA growth for CEOC of 14.1%; and
- 2015 revenue for CEOC of $4.887 billion.
For purposes of 2015 EBITDA projections for CEOC above, the Company disclosed that it believes that initiatives, which primarily include cost reductions, will increase EBITDA by $198 million.
This narrative summary should be read in conjunction with, and is supplemented in its entirety by, the more complete information posted to the URL above.
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/informal-committee-of-certain-first-lien-bank-lenders-of-caesars-entertainment-releases-information-about-restructuring-discussions-300008934.html
SOURCE Informal Committee of Certain First Lien Bank Lenders of Caesars Entertainment
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