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Caesars Holdings, Inc. Announces Offer to Purchase Relating to Outstanding Convertible Senior Notes, Fundamental Change and Make-Whole Fundamental Change

LAS VEGAS, July 21, 2020 /PRNewswire/ -- Caesars Holdings, Inc., formerly known as Caesars Entertainment Corporation ("Caesars"), today announced that it has

articleCaesars Entertainment, Inc.July 21, 20205/company/caesars-entertainment-corporation/news/caesars-holdings-inc-announces-offer-to-purchase-relating-to-outstanding-convertible-senior-notes-fundamental-change-and-make-whole-fundamental-change
Caesars Holdings, Inc. Announces Offer to Purchase Relating to Outstanding Convertible Senior Notes, Fundamental Change and Make-Whole Fundamental Change

About this update from Caesars Entertainment, Inc.

[{"type":"text","content":"LAS VEGAS, July 21, 2020 /PRNewswire/ -- Caesars Holdings, Inc., formerly known as Caesars Entertainment Corporation (\"Caesars\"), today announced that it has (a) delivered a notice to holders of its 5.00% convertible senior notes due 2024 (the \"Notes\"), pursuant to the indenture governing the Notes (as supplemented, the \"Indenture\"), notifying holders that, as a result of each of (i) the consummation of the merger (the \"Merger\") contemplated by the Agreement and Plan of Merger, dated as of June 24, 2019 (as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of August 15, 2019), among Caesars, Eldorado Resorts, Inc. (\"Parent\"), and Colt Merger Sub. Inc., and (ii) the delisting of Caesars common stock from NASDAQ, a \"Fundamental Change\" and a \"Make-Whole Fundamental Change,\" each as defined in the Indenture, has occurred effective as of July 20, 2020 and (b) made an offer to purchase any and all outstanding Notes as a result of the Fundamental Change. \n\n \n \n \n \n \n \n\n \nFundamental Change Purchase Right\nIn connection with the completion of the Merger and pursuant to the terms of the Indenture, Caesars has commenced a tender offer (the \"Fundamental Change Offer\") to repurchase, at the option of each holder of Notes, any and all of the Notes. Pursuant to the terms of the Fundamental Change Offer and the Indenture, each holder of Notes has the right, subject to certain conditions, at such holder's option, to require Caesars to purchase for cash all of such holder's Notes, or any portion of the principal thereof that is equal to $100 principal amount or an integral multiple of $1.00 in excess thereof, on August 19, 2020 (the \"Fundamental Change Purchase Date\"). Caesars will purchase such Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the Fundamental Change Purchase Date. The amount payable on the Notes, including accrued and unpaid interest, will be $1.019167 per $1.00 principal amount of Notes validly surrendered for repurchase, and not validly withdrawn.\nHolders must tender the Notes prior to 5:00 p.m., New York City time, on the business day prior to the Fundamental Change Purchase Date (the \"Fundamental Change Expiration Date\"), and may withdraw such tender at any time prior to 5:00...

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