Caesars Entertainment (CZR), Sponsors Propose to Increase Contributions to CEOC's Restructuring

September 21, 2016 3:49 PM EDT

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Caesars Entertainment Corporation (NASDAQ: CZR) today announced that it, along with affiliates of Apollo Global Management, LLC and TPG Capital, L.P. (together, the "Sponsors"), have proposed an enhancement to their contributions to Caesars Entertainment Operating Company, Inc.'s current restructuring plan. The proposed increase follows discussions with major creditor constituencies of CEOC and its Chapter 11 debtor subsidiaries (collectively, the "Debtors") in an effort to reach a consensual debt restructuring agreement with all creditor groups in CEOC's restructuring. Caesars Entertainment believes this proposal meets the requirements of the holders of CEOC's second lien notes and is optimistic that such proposal will be acceptable.

The revised proposal contemplates additional contributions from Caesars Entertainment and the Sponsors that will result in approximately $1.6 billion of additional value being distributed to the second lien noteholders. These additional contributions, which will enhance the recovery to the second lien noteholders and unsecured creditors, have been proposed by Caesars Entertainment and the Sponsors who are engaged in negotiations with the first lien bondholders and bank lenders on these points. This additional value consists of:

  • An estimated $954 million of Caesars Entertainment equity contributed by the Sponsors and an estimated $92 million of Caesars Entertainment equity contributed by Caesars Entertainment on behalf of non-sponsor only shareholders. The Sponsors' contribution represents more than a 10 to 1 disproportionate incremental contribution as compared to non-sponsor only shareholders. Taken together, this would result in the depletion of all of the sponsor-held equity in Caesars Entertainment. Additionally, assuming the previously announced merger of Caesars Entertainment and Caesars Acquisition Company ("Caesars Acquisition") (NASDAQ: CACQ) is completed, the Sponsors' only continuing ownership in Caesars Entertainment would be as a result of their ownership in Caesars Acquisition and CEOC creditors would control more than 62% of the equity of the combined entity.
  • A significant cash contribution in excess of $100 million by individual directors and officers through funding by D&O insurance; and
  • A small reduction in recovery for the first lien banks and bondholders valued in the hundreds of millions of dollars. Caesars Entertainment has asked holders of CEOC's first lien notes to forgo the excess cash sweep and for the holders of CEOC's prepetition credit agreement claims to forgo 2.7% of the reorganized company's equity, both of which are provided for in the Debtors' current Chapter 11 plan.

The revised proposal expires on Friday, September 23, 2016 at 11:59 p.m. (New York time). In the event the proposal is not accepted by the deadline, CEOC has indicated that Caesars Entertainment and the Sponsors' support for the plan is superceded and unnecessary.



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