Golden Nugget, Inc. Launches Private Offering of $1.415 Billion Aggregate Principal Amount of Senior Notes

HOUSTON, Sept. 5, 2017 /PRNewswire/ -- Golden Nugget, Inc. ("Golden Nugget") announced today that it is proposing to issue $1.415 billion aggregate principal amount of senior notes, comprised of $745 million aggregate principal amount of additional senior notes due 2024 (the "Senior Notes") and $670 million aggregate principal amount of senior subordinated notes due 2025 (the "Senior Subordinated Notes" and together with the Senior Notes, the "notes"), in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The proposed offering is subject to market and other conditions.

Immediately prior to the completion of the offering, Golden Nugget will complete a reorganization (the "Reorganization") to combine the restaurant operations of Landry's, Inc. and its subsidiaries and affiliates ("Landry's") and substantially all of Golden Nugget's gaming operations. Upon completion of the Reorganization, Golden Nugget will be the parent entity of the resulting restaurant and gaming operations.

The Senior Notes will be issued under the indenture, pursuant to which Landry's initially issued $600 million in aggregate principal amount of its 6.750% senior notes due 2024 on October 4, 2016 (the "Existing Senior Notes"). In connection with the Reorganization, Golden Nugget will become the issuer under such indenture and will assume the Existing Senior Notes as Golden Nugget's obligations. The Senior Notes will have identical terms, other than issue date and issue price, and will constitute part of the same series as the Existing Senior Notes.

The gross proceeds of the offering, together with cash on hand and borrowings under a $1.080 billion incremental term loan facility under the existing Landry's senior secured credit facility, will be used to (i) refinance certain of Golden Nugget's existing indebtedness, including redeeming all of its outstanding 8.50% senior unsecured notes due 2021 and the refinancing of its existing senior secured credit facility, (ii) make a distribution to its parent and (iii) pay fees and expenses related to the transactions.

The notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States only to non-U.S. investors pursuant to Regulation S. The notes have not been, and will not be, registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. Any offer of the securities will be made only by means of a private offering memorandum.

Forward-Looking Statements

This press release contains forward-looking statements regarding Golden Nugget's intention to issue the notes, its intended use of the resulting proceeds and the Reorganization. There is no assurance that Golden Nugget will successfully complete the proposed offering, Reorganization or entry into the new credit facilities or use the proceeds as presently intended. Investors should not place undue reliance on forward-looking statements as predictions of future results. Golden Nugget undertakes no obligation to update or revise any forward-looking statements to reflect developments or information obtained after the date of this press release.

About Golden Nugget, Inc.

Golden Nugget, Inc., indirectly wholly-owned by Tilman J. Fertitta, through subsidiaries and affiliates, currently operates five Golden Nugget Hotels and Casinos which are located in Las Vegas and Laughlin, Nevada; Atlantic City, New Jersey; Biloxi, Mississippi; and Lake Charles, Louisiana.   

About Landry's, Inc.

Landry's, Inc., indirectly wholly-owned by Tilman J. Fertitta, is a national, diversified restaurant, hospitality and entertainment company principally engaged in the ownership and operation of high-end and casual dining restaurants. Landry's is also engaged in the ownership and operation of hospitality and entertainment businesses, including the Westin Downtown Houston, Kemah Boardwalk, the Galveston Island Historic Pleasure Pier, Downtown Aquariums in Denver, Colorado and Houston, Texas, and other exciting attractions.

SOURCE Golden Nugget, Inc.