The private offering is exempt from the registration requirements of the Securities Act of 1933, as amended. The offering is subject to market conditions and other factors.
Caesars intends to use the net proceeds from the offering to repay a portion of the outstanding borrowings under CEOC's senior secured credit facilities, to pay related fees and expenses 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.