NEW YORK--(Business Wire)--
Hamlet Tender, LLC and Hamlet FW LLC, together with one or more additional
investment vehicles formed or to be formed by affiliates of Apollo Global
Management, LLC, TPG Capital, L.P. and certain other co-investors (collectively,
the "Investors"), announced today that they are commencing a $250 million cash
tender offer (the "Tender Offers") for the outstanding 10.00% Second-Priority
Senior Secured Notes due 2015 (CUSIP No. 413627BA7/ISIN No. US413627BA70 and
CUSIP U24658AL7/ISIN No. USU24658AL78) (the "2015 Notes") and 10.00%
Second-Priority Senior Secured Notes due 2018 (CUSIP No. 413627BC3/ISIN No.
US413627BC37 and CUSIP U24658AM5/ISIN No. USU24658AM51) (the "2018 Notes" and,
together with the 2015 Notes, the "Outstanding Second Lien Notes") issued by
Harrah`s Operating Company, Inc. ("HOC").
The terms of the Tender Offers are described more fully in the offer to purchase
(the "Offer to Purchase") prepared in connection with the Tender Offers. The
Investors are offering to purchase the Outstanding Second Lien Notes at a
purchase price of $370 per $1,000 principal amount of such notes properly
tendered and accepted by 5:00 p.m. on April 17, 2009, unless extended by the
Investors (such time and date, as the same may be extended, the "Early Tender
Date"), and a purchase price of $340 per $1,000 principal amount of such notes
properly tendered after the Early Tender Date and prior to the Expiration Date
(as defined below).
Immediately upon settlement of the previously announced exchange offers by HOC
(the "HOC Exchange Offers") and the previously announced tender offers (the "HBC
Tender Offers") by Harrah`s BC, Inc., a wholly owned subsidiary of Harrah`s
Entertainment, Inc. that is side-by-side with HOC ("HBC"), the Investors will
amend the Tender Offers to include an offer for the new 10.00% Second-Priority
Senior Secured Notes due 2018 issued by HOC in the exchange offers (the "New
Second Lien Notes", and with the Outstanding Second Lien Notes collectively, the
"Second Lien Notes") at the same purchase prices per $1,000 principal amount as
the Outstanding Second Lien Notes properly tendered and accepted. On or prior to
the expiration date of the HOC Exchange Offers, the Investors will also deposit
letters of credit and/or funds with U.S. Bank National Association, as escrow
agent (the "Escrow Agent") for purposes of consummating the Tender Offers. Such
letters of credit will be for amounts that, when taken together with the amount
of any funds deposited with the Escrow Agent, equal $250 million. Any letter of
credit will remain in place through consummation of the Tender Offers, and the
escrow agreement entered into with the Escrow Agent will provide that any letter
of credit and any remaining escrowed funds will not be released to the Investors
until the consummation of the Tender Offers.
The Tender Offers are not conditioned on a minimum principal amount of Second
Lien Notes being tendered. However, the Tender Offers are subject to certain
other customary conditions, as more fully described in the Offer to Purchase. In
addition, prior to the settlement date of the HOC Exchange Offers and the HBC
Tender Offers, the Investors have the right to terminate or withdraw any of the
Tender Offers, at any time and for any reason, including if any of the
conditions described in the Offer to Purchase are not satisfied. Immediately
upon the settlement date of the HOC Exchange Offers and the HBC Tender Offers,
the Investors expressly waive the right to terminate or withdraw the Tender
Offers at any time and for any reason, subject only to the satisfaction or
waiver of the conditions described under the Offer to Purchase.
The maximum aggregate principal amount of Second Lien Notes that may be tendered
and accepted for purchase pursuant to the Tender Offers may not exceed $676
million (the "Maximum Tender Amount"). The Investors have reserved the right,
but are not obligated, to increase the Maximum Tender Amount.
Prior to amendment of the Tender Offers to include the New Second Lien Notes
issued in the HOC Exchange Offers, Outstanding Second Lien Notes will be
accepted according to the following priority levels: first, all Outstanding
Second Lien Notes that are tendered on or prior to the expiration date of the
HOC Exchange Offers; and second, all Outstanding Second Lien Notes that are
tendered after the expiration date of the HOC Exchange Offers, in each case
subject to proration if the tendered Outstanding Second Lien Notes exceed the
Maximum Tender Amount.
However, following amendment of the Tender Offers to include offers to the New
Second Lien Notes, Second Lien Notes tendered in the Tender Offers will be
accepted according to the following priority levels: first, all New Second Lien
Notes tendered by former holders of Exchange Offer Notes maturing in 2010 and
2011 (the "2010-2011 Notes")that participated in the HOC Exchange Offers and
noted their intent to tender their New Second Lien Notes in their related
Consents and Letters of Transmittal to participate in the Tender Offers; second,
all Outstanding Second Lien Notes that are tendered on or prior to the
expiration date of the HOC Exchange Offers and all New Second Lien Notes
tendered by former holders of Exchange Offer Notes other than the 2010-2011
Notes that participated in the HOC Exchange Offers and noted their intent to
tender their New Second Lien Notes in their related Consents and Letters of
Transmittal to participate in the Tender Offers; and third, all Outstanding
Second Lien Notes that are tendered after the expiration date of the HOC
Exchange Offers and all New Second Lien Notes tendered by former holders of
Exchange Offer Notes that did not indicate an intention to tender their New
Second Lien Notes in their related Consents and Letters of Transmittal to
participate in the Tender Offers, in each case subject to proration if the
tendered Second Lien Notes exceed the Maximum Tender Amount.
The Tender Offers will expire at midnight, New York City time, on May 1, 2009,
unless any of them is extended (such time and date, as the same may be extended,
the "Expiration Date").
Tenders may be withdrawn prior to 5:00 p.m., New York City time, on April 17,
2009 unless extended by the Investors (such time and date, as the same may be
extended, the "Withdrawal Deadline"). Holders may withdraw tendered Second Lien
Notes, at any time prior to the Withdrawal Deadline but holders may not withdraw
tendered Second Lien Notes, on or thereafter.
Holders who tender Second Lien Notes will receive accrued and unpaid interest
to, but not including, the payment date.
The Investors have retained Citigroup Global Markets Inc. and J.P. Morgan
Securities Inc. to act as dealer managers in connection with the Tender Offers.
Questions about the Tender Offers may be directed to any of Citigroup Global
Markets Inc. at (800) 558-3745 (toll free) or (212) 723-6106 (collect), or J.P.
Morgan Securities Inc. (800) 245-8812 (toll free) or (212) 270-3994 (collect).
Copies of the Tender Offer documents and other related documents may be obtained
from Global Bondholder Services Corporation, the information agent for the
Tender 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.
Owen Blicksilver PR, Inc.
Lisa Baker, 914-725-5949
lisa@blicksilverpr.com
or
Sard Verbinnen & Co.
Jonathan Gasthalter, 212-687-8080
jgasthalter@sardverb.com
Copyright Business Wire 2009
