Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
October 11 2016 - 6:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
October 7, 2016
Date of
Report (Date of Earliest Event Reported)
Caesars
Entertainment Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-10410
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62-1411755
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(State of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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One Caesars Palace Drive
Las Vegas, Nevada 89109
(Address of principal executive offices) (Zip Code)
(702) 407-6000
(Registrants telephone number, including area code)
N/A
(Former Name or
Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☒
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into Material Definitive Agreement.
Amendment to CIE Proceeds and Reservation of Rights Agreement
On October 7, 2016, Caesars Entertainment Corporation (
CEC
), Caesars Acquisition Company (
CAC
), Caesars
Interactive Entertainment, LLC (formerly known as Caesars Interactive Entertainment, Inc.), an indirect subsidiary of CAC (
CIE
), and Caesars Entertainment Operating Company, Inc., a majority owned subsidiary of CEC
(
CEOC
), entered into an amendment (the
CIE Proceeds Amendment
) to the CIE Proceeds and Reservation of Rights Agreement, dated as of September 9, 2016, by and among CEC, CAC, CIE and CEOC (the
CIE
Proceeds Agreement
).
The CIE Proceeds Amendment provides that the maximum amount to be paid pursuant to the CIE Proceeds
Agreement to CEC for payment of (a) certain professional fees and disbursements and (b) other amounts in accordance with the Second Lien Bond RSA (as defined below) (the
CEC Expense Amounts
) will be increased to $235
million and allows CEC to use the CEC Expense Amounts to pay certain fees pursuant to the Restructuring Support, Forbearance, and Settlement Agreement, dated as of October 4, 2016, by and among CEC, CEOC, CAC (solely with respect to certain
sections therein), the holders of claims in respect of CEOCs second lien notes and the Official Committee of Second Priority Noteholders (the
Second Lien Bond RSA
). The CIE Proceeds Amendment also modifies the time periods
in which certain funds may be released to CEC from the escrow.
The foregoing description of the CIE Proceeds Amendment does not purport
to be complete and is qualified in its entirety by reference to the CIE Proceeds Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Amendment to the CGP Operating Agreement
On October 7, 2016, CEC, CAC and certain subsidiaries of CEC (the
CEC Members
) entered into a second amendment (the
CGP Operating Agreement Amendment
) to the Amended and Restated Limited Liability Company Agreement of Caesars Growth Partners, LLC (
CGP
), to, among other things, (a) increase the maximum amount of special
distributions from CGP to the CEC Members to $235 million and (b) permit the use of such distributions to satisfy certain payment obligations set forth in the CIE Proceeds Agreement, as amended, and the Second Lien Bond RSA.
The foregoing description of the CGP Operating Agreement Amendment does not purport to be complete and is qualified in its entirety by
reference to the CGP Operating Agreement Amendment, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
Important Additional
Information
Pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of July 9, 2016, between CEC and CAC,
among other things, CAC will merge with and into CEC, with CEC as the surviving company (the
Merger
). In connection with the Merger, CEC and CAC will file with the Securities and Exchange Commission (the
SEC
) a
Registration Statement on Form S-4 that will include a joint proxy statement/prospectus, as well as other relevant documents concerning the proposed transaction. Stockholders are urged to read the Registration Statement and joint proxy
statement/prospectus regarding the Merger when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. You will be able
to obtain a free copy of such joint proxy statement/prospectus, as well as other filings containing information about CEC and CAC, at the SECs website (www.sec.gov), from CEC Investor Relations (investor.caesars.com) or from CAC Investor
Relations (investor.caesarsacquisitioncompany.com).
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Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits. The following exhibits are being filed herewith:
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Exhibit No.
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Description
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10.1
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Amendment No. 1 to CIE Proceeds and Reservation of Rights Agreement, dated as of October 7, 2016, by and among Caesars Interactive Entertainment, LLC (formerly known as Caesars Interactive Entertainment, Inc.), Caesars Acquisition
Company, on behalf of itself and each of its direct and indirect subsidiaries, Caesars Entertainment Corporation, on behalf of itself and each of its direct and indirect subsidiaries, other than Caesars Entertainment Operating Company, Inc., and
Caesars Entertainment Operating Company, Inc. on behalf of itself and each of the debtors in the Chapter 11 Cases.
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10.2
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Second Amendment to the Amended and Restated Limited Liability Company Agreement of Caesars Growth Partners, LLC, dated as of October 21, 2013, dated as of October 7, 2016, entered into by and among Caesars Acquisition Company, in
its capacity as Caesars Growth Partners, LLCs managing member and as a member of Caesars Growth Partners, LLC, HIE Holdings, Inc., Harrahs BC, Inc. and Caesars Entertainment Corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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CAESARS ENTERTAINMENT CORPORATION
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Date: October 7, 2016
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By:
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/s/ Scott E. Wiegand
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Name:
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Scott E. Wiegand
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Title:
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Senior Vice President, Deputy General Counsel and Corporate Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Amendment No. 1 to CIE Proceeds and Reservation of Rights Agreement, dated as of October 7, 2016, by and among Caesars Interactive Entertainment, LLC (formerly known as Caesars Interactive Entertainment, Inc.), Caesars Acquisition
Company, on behalf of itself and each of its direct and indirect subsidiaries, Caesars Entertainment Corporation, on behalf of itself and each of its direct and indirect subsidiaries, other than Caesars Entertainment Operating Company, Inc., and
Caesars Entertainment Operating Company, Inc. on behalf of itself and each of the debtors in the Chapter 11 Cases.
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10.2
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Second Amendment to the Amended and Restated Limited Liability Company Agreement of Caesars Growth Partners, LLC, dated as of October 21, 2013, dated as of October 7, 2016, entered into by and among Caesars Acquisition Company, in
its capacity as Caesars Growth Partners, LLCs managing member and as a member of Caesars Growth Partners, LLC, HIE Holdings, Inc., Harrahs BC, Inc. and Caesars Entertainment Corporation.
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