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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