The gross proceeds of the offering, together with cash on hand and borrowings under Landry's new senior secured credit facilities, is expected to be used to repay certain existing indebtedness and all accrued and unpaid interest thereon (including to redeem its outstanding senior unsecured notes due 2020 and make a distribution to its indirect parent to redeem all of its outstanding senior unsecured notes due 2018). In addition to the distribution to its indirect parent to redeem the outstanding senior unsecured notes due 2018 and pay all accrued and unpaid interest thereon and pay any related premium, Landry's intends to make an additional distribution to its indirect parent in the amount of $50.0 million. 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.