Harrah’s Entertainment proposes $1 billion debt offering
May 27, 2009
Harrah's Entertainment announced that Harrah’s Operating Escrow LLC and
Harrah's Escrow Corporation, wholly-owned unrestricted subsidiaries of Harrah’s
Operating Company (“HOC”), are proposing to issue $1 billion
aggregate principal amount of senior secured notes due 2017 in a private
offering that is exempt from the registration requirements of the Securities
Act of 1933, as amended. The offer is subject to a number of conditions,
including the amendment of the existing senior secured credit facilities of HOC
to permit, among other things, the incurrence of additional senior secured
indebtedness on a pari passu basis with lenders thereunder. Upon
satisfaction of certain conditions, HOC would assume the Escrow Issuers’
obligations under the notes.
Harrah’s intends to use the net proceeds from this
private offering to retire a portion of Harrah’s existing term loan and
revolving credit indebtedness under HOC’s senior secured credit facilities and
for general corporate purposes.
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 will not be initially registered under the Securities Act or
any state securities laws and may not be offered or sold in the United States
absent an effective registration statement or an applicable exemption from
registration requirements or a transaction not subject to the registration
requirements of the Securities Act or any state securities laws.
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