14 January 2022
United States

Fertitta Entertainment, LLC Prices Private Offering of $2.25 Billion Aggregate Principal Amount of Senior Secured Notes and Senior Notes

Houston).- Fertitta Entertainment, LLC (f/k/a Golden Nugget, LLC) announced today that it has priced an offering of $2.25 billion aggregate principal amount of senior notes, comprised of $1.0 billion aggregate principal amount of 4.625% senior secured notes due 2029 and $1.25 billion aggregate principal amount of 6.750% senior notes due 2030.

The notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States pursuant to Regulation S under the Securities Act. The closing of the offering is expected to occur on January 27, 2022, and is subject to customary conditions.

The gross proceeds of the offering and borrowings under a new $3.3 billion senior secured credit facility with interest at SOFR plus 4.0%, subject to a .50% floor, will be used to refinance approximately $4.6 billion of existing indebtedness, including redeeming all of Fertitta Entertainment's existing 6.750% Senior Notes due 2024 (the "Existing Senior Notes") and existing 8.750% Senior Subordinated Notes due 2025 (the "Existing Senior Subordinated Notes"), plus redemption premiums and accrued and unpaid interest thereon, to pay fees and expenses related to the transactions and for general corporate purposes. Nothing in this press release should be construed as an offer to purchase, notice of redemption or a solicitation of an offer to purchase any of the Existing Senior Notes and/or any of the Existing Senior Subordinated Notes, and the closing of this offering is not conditioned on the consummation of such redemptions; however, the 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.

The securities have not been 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. This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. Any offer of the securities will be made only by means of a private offering memorandum.

Forward-Looking Statements
This press release contains forward-looking statements regarding Fertitta Entertainment's intention to issue the notes and its intended use of the resulting proceeds therefrom. There is no assurance that Fertitta Entertainment will successfully complete the proposed offering, enter into the new credit facilities or use the proceeds as presently intended. Investors should not place undue reliance on forward-looking statements as predictions of future results. Fertitta Entertainment undertakes no obligation to update or revise any forward-looking statements to reflect developments or information obtained after the date of this press release.