Latin American Gaming Company Enjoy’s $300 Million Offering

Cleary Gottlieb is representing the initial purchasers Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC, BBVA Securities Inc. and Banco BTG Pactual – Cayman Branch in a high-yield global bond offering by Enjoy S.A.

The offering, which priced on May 9, 2017, and is expected to close on May 16, 2017, consists of $300 million 10.50 percent senior secured notes due 2022 and is being conducted as a private placement under Rule 144A of the Securities Act of 1933 and outside of the United States in reliance on Regulation S.

The transaction has several unique features and involves a complex collateral package and guarantor structure. The offering includes an initial group of subsidiary guarantors and an initial collateral package, which will be enhanced after the closing. Enjoy will use a portion of the proceeds from the notes to fund the exercise of its $173.1 million call option over Caesar Entertainment’s 55 percent ownership stake in Enjoy Punta del Este.

Following the exercise of this call option, Enjoy will add its equity interest in Enjoy Punta del Este to the collateral package and cause its subsidiary owning Enjoy Punta del Este to become a guarantor of the notes. Enjoy has also agreed to pledge certain Chilean real estate to secure the notes after the closing.

Enjoy, headquartered in Santiago, Chile, is a key player in the private gaming sector in South America with a presence in Chile, Uruguay, Argentina and Colombia.