Rivers Enterprise Borrower, LLC Announces Pricing of $600 Million Senior Secured Notes Offering
Business Wire
6 min read
CHICAGO, January 24, 2025--(BUSINESS WIRE)--Rivers Enterprise Borrower, LLC ("Rivers Enterprise" or the "Company") today announced the pricing of $600 million of its 6.625% senior secured notes due 2033 (the "Notes") in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). In connection with the sale of the Notes, the Company will, through a series of corporate transactions (the "Consolidation"), become the direct or indirect parent company of each of Rivers Casino Philadelphia, Rivers Casino & Resort Schenectady and Rivers Casino Portsmouth (collectively, the "Casino Entities"). The Notes will be co-issued by Rivers Enterprise Finance Corp. ("Rivers Finance") and guaranteed by Rivers Enterprise's direct parent, Rivers Enterprise Intermediate, LLC, and Rivers Enterprise’s direct and indirect restricted subsidiaries (including the Casino Entities), and secured by substantially all the assets of Rivers Enterprise and its subsidiaries (including the Casino Entities). The Notes will mature on February 1, 2033, unless earlier repurchased or redeemed in accordance with their terms. The Notes offering is expected to close on February 6, 2025, subject to customary closing conditions.
Rivers Enterprise intends to use the net proceeds from the sale of the Notes, together with borrowings under a new revolving credit facility (the "New Revolver"), to (i) repay and terminate Rivers Casino Portsmouth’s existing term loan, (ii) repay and terminate Rivers Casino & Resort Schenectady's existing term loan, (iii) redeem Rivers Casino Philadelphia’s existing senior secured notes, (iv) pay fees and expenses incurred in connection with the offering of the Notes and related restructuring transactions and (v) return capital to the Company’s parent entities. The closing of the offering of Notes is conditioned upon the closing of the New Revolver.
The Notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to non-U.S. persons outside the United States in offshore transactions in reliance on Regulation S under the Securities Act.
The Notes and related guarantees have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy the Notes and related guarantees. Any offer of the Notes and related guarantees is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful. Additionally, this press release shall not constitute a notice of redemption under the indenture governing Rivers Casino Philadelphia’s existing senior secured notes.
About Rivers Enterprise Borrower, LLC
Rivers Enterprise Borrower, LLC, together with its subsidiaries, will be the owner and operator of Rivers Casino Philadelphia, Rivers Casino & Resort Schenectady and Rivers Casino Portsmouth following the Consolidation.
Forward-Looking Statements
This press release includes forward-looking statements regarding, among other things, our plans, strategies and prospects, both business and financial. These statements are based on the beliefs and assumptions of our management. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning our possible or assumed future actions, business strategies, events or plan of operations, are forward-looking statements. These statements may be preceded by, followed by (or include) the words "believes," "expects," "anticipates," "intends," "plans," "estimates" or similar expressions. Factors that could cause actual results to differ materially from those forward-looking statements included in this press release include, among others: (i) failure to close on the New Revolver or to secure additional financing if required; (ii) failure to maintain our gaming licenses in each state in which we operate; (iii) our ability to attract gaming patrons for our services; (iv) our business’ sensitivity to consumer spending habits and preferences; (v) the competitive environment in which we operate, including the possibility of expansion of gaming in our markets or nearby markets and competition from alternate forms of gaming; (vi) our dependence upon a limited number of key properties for all of our cash flow; (vii) our ability to recruit, train and retain an adequate number of qualified and suitable managers and key employees and the possible loss of our managers or key employees; (viii) our ability to find suitable vendors from which to purchase goods and services; (ix) our ability to complete the Consolidation on the anticipated timeline, or at all, (x) our ability to integrate our operations and management at the Casino Entities; (xi) our ability to integrate the financial and other systems at the Casino Entities and provide prompt and accurate financial reporting at the Company; (xii) our ability to realize synergies from the Consolidation, including synergies from shared costs, aggregated purchasing and contracting power, and loyalty programs; (xiii) adverse weather conditions; (xiv) our inability to collect receivables from gaming patrons to whom we extend credit and the possibility of fraud and/or cheating by our customers or employees; (xv) the effects of regulation and regulatory changes and requirements, including regulation by the Pennsylvania Gaming Control Board, Virginia Lottery and New York State Gaming Commission, on our business and principals; (xvi) the effects of the legislative environments in the states in which we operate, limits on the number of gaming positions and changes in gaming tax rates, on our ability to compete; (xvii) our ability to comply with covenants in the indenture governing the Notes and the credit agreement governing the new revolver to be entered into in connection with the closing of this offering; (xviii) legal proceedings related to day to day operations and any adverse judgments or settlements resulting from any such legal proceedings; and (xix) environmental hazards or adverse consequences from environmental, health or safety regulations related to the operation of the Casino Entities.
These risks and uncertainties, as well as other risks of which we are not aware or which we currently do not believe to be material, may cause our actual future results to be materially different than those expressed in our forward-looking statements. We caution you not to place undue reliance on these forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. Forward-looking statements speak only as of the date they were made. We do not undertake any obligation to make any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events, except as required by law, including the securities laws of the United States and rules and regulations of the Securities and Exchange Commission.
