January 10, 2022 Casino, Legal, Merger Aquisition

Fertitta Entertainment launches $3.7bn private offering

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Company FKA Golden Nugget LLC looking to refinance existing debt.

Fertitta Entertainment, the new corporate name for the company formerly known as Golden Nugget, LLC, on Monday said it is proposing to issue $3.7bn in aggregate principal amount of senior notes.

According to the company, the offering will be comprised of $1.85bn in aggregate principal amount of senior secured notes due 2029 and $1.85 bn in aggregate principal amount of senior notes due 2030.

The notes will be made available in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended, the company noted, adding the proposed offering is subject to market and other conditions.

Officials said the gross proceeds of the offering and borrowings under a new $1.85bn senior secured credit facility will be used to refinance approximately $4.6b of existing indebtedness. This is planned to include redeeming all of Fertitta Entertainment’s existing 6.750% Senior Notes due 2024 and existing 8.750% Senior Subordinated Notes due 2025, plus redemption premiums and accrued and unpaid interest thereon, to pay fees and expenses related to the transactions 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 company said the notes have not been, and will not be, registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws

Any offer of the securities will be made only by means of a private offering memorandum, the company’s legal department said in a statement, adding the closing of this offering is not conditioned on the consummation of such redemptions. However, the company said redemptions of the Existing Senior Notes and the Existing Senior Subordinated Notes are conditioned on the consummation of this offering and certain other financing transactions.

Fertitta Entertainment, which is indirectly wholly owned by Tilman J. Fertitta through subsidiaries and affiliates, is a multinational, diversified gaming, restaurant, hospitality and entertainment company based in Houston, Texas.

Fertitta Entertainment’s gaming division includes the Golden Nugget Hotel and Casino concept, with locations in Las Vegas and Laughlin, Nevada, Atlantic City, New Jersey, Biloxi, Mississippi, and Lake Charles, Louisiana.

Fertitta Entertainment’s entertainment and hospitality divisions encompass destinations including the Kemah Boardwalk. Fertitta Entertainment also operates more than 500 outlets, including some 400 high-end and casual dining establishments around the world, including Del Frisco’s, Landry’s Seafood House, Bubba Gump Shrimp Co., Rainforest Cafe, Morton’s The Steakhouse, The Oceanaire Seafood Room, McCormick & Schmick’s Seafood, Chart House, Joe’s Crab Shack, Saltgrass Steak House and Catch. Landry’s also operates New York BR Guest Restaurants such as Dos Caminos, Strip House and Bill’s Bar & Burger.

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