LAS VEGAS, Feb. 21, 2017 /PRNewswire/ -- Caesars
Entertainment Corporation (Nasdaq: CZR) ("Caesars Entertainment")
and Caesars Acquisition Company (Nasdaq: CACQ) ("Caesars
Acquisition") today announced that they have amended the terms of
their proposed merger.
Caesars Entertainment and Caesars Acquisition entered into an
amended and restated agreement and plan of merger in July 2016 (the "Merger Agreement"). The
Merger Agreement contemplated that the parties would negotiate any
necessary adjustments to the merger exchange ratio. That
negotiation led to the amendment we announced today.
The amendment is an important milestone on the path to launching
the New Caesars and completing Caesars Entertainment Operating
Company, Inc.'s ("CEOC") court-supervised restructuring process.
The New Caesars will result from the combination of Caesars
Entertainment and Caesars Acquisition.
The amended terms of the merger, as set forth in an amendment to
the Merger Agreement, will be disclosed in Form 8-Ks to be filed
today by Caesars Entertainment and Caesars Acquisition,
respectively. Under the terms of the Merger Agreement, as amended,
Caesars Acquisition stockholders will receive 1.625 shares of
Caesars Entertainment for each Caesars Acquisition share they own,
subject to anti-dilution adjustments in certain circumstances set
forth in the Merger Agreement, as amended. Closing of the
merger is subject to regulatory and stockholder approval, receipt
of certain tax opinions and other customary closing
conditions.
In a separate announcement, Caesars Entertainment, CEOC and its
Chapter 11 debtor subsidiaries announced today that CEOC has
entered into committed financing agreements for proposed new senior
secured credit facilities of CEOC, marking another key development
in CEOC's restructuring.
The merger terms were negotiated by special committees of the
boards of Caesars Entertainment and Caesars Acquisition. The
committees are comprised of independent directors of each
board.
Centerview Partners served as the exclusive financial advisor to
the special committee of Caesars Entertainment and Reed Smith LLP
served as the committee's legal counsel. Moelis & Company LLC
served as the exclusive financial advisor to the special committee
of Caesars Acquisition and Skadden, Arps, Slate, Meagher & Flom
LLP served as the committee's legal counsel.
About Caesars Entertainment Corporation
Caesars
Entertainment Corporation ("CEC") is the world's most diversified
casino-entertainment provider and the most geographically diverse
U.S. casino-entertainment company. CEC is mainly comprised of the
following three entities: the majority owned operating subsidiary
CEOC, wholly owned Caesars Entertainment Resort Properties and
Caesars Growth Properties, in which we hold a variable economic
interest. Since its beginning in Reno,
Nevada, 75 years ago, CEC has grown through development of
new resorts, expansions and acquisitions and its portfolio of
subsidiaries now operate 47 casinos in 13 U.S. states and five
countries. CEC's resorts operate primarily under the Caesars®,
Harrah's® and Horseshoe® brand names. CEC's portfolio also includes
the London Clubs International family of casinos. CEC is focused on
building loyalty and value with its guests through a unique
combination of great service, excellent products, unsurpassed
distribution, operational excellence and technology leadership. CEC
is committed to environmental sustainability and energy
conservation and recognizes the importance of being a responsible
steward of the environment. For more information, please visit
www.caesars.com.
About Caesars Acquisition Company
Caesars Acquisition
Company was formed to make an equity investment in Caesars Growth
Partners, LLC, a joint venture between Caesars Acquisition and CEC,
the world's most diversified casino entertainment provider and the
most geographically diverse U.S. casino-entertainment company.
Caesars Acquisition is CGP LLC's managing member and sole holder of
all of its outstanding voting units. For more information, please
visit www.caesarsacquisitioncompany.com.
Forward Looking Statement
This filing includes
"forward-looking statements" intended to qualify for the safe
harbor from liability established by the Private Securities
Litigation Reform Act of 1995. You can identify these statements by
the fact that they do not relate strictly to historical or current
facts. These statements contain words such as, "will," "would,"
"expect," and "propose" or the negative or other variations thereof
or comparable terminology.
These forward-looking statements, including, without limitation,
those relating to the merger or the transactions contemplated by
the Third Amended Joint Plan of Reorganization of CEOC (the
"Plan"), CEOC's emergence and expected timing thereof, future
actions that may be taken by CEC and others with respect thereto,
the completion of the merger and the financial position and actions
of CEC post-emergence, wherever they occur in this filing, are
based on CEC management's and Caesars Acquisition management's
current expectations and projections about future events and are
necessarily estimates reflecting the best judgment of management
and involve a number of risks and uncertainties that could cause
actual results to differ materially from those suggested by the
forward-looking statements.
You are cautioned that forward-looking statements are not
guarantees of future performance or results and involve risks and
uncertainties that cannot be predicted or quantified and,
consequently, the actual performance of CEC and Caesars Acquisition
may differ materially from that expressed or implied by such
forward-looking statements. Such risks and uncertainties include,
but are not limited to, the following factors, as well as other
factors described from time to time in our reports filed with the
Securities and Exchange Commission:
- the Merger Agreement, as amended, may not be approved by the
CEC and Caesars Acquisition stockholders, respectively, at the
respective special meetings or the failure to satisfy any of the
other closing conditions of the Merger Agreement, as amended;
- the merger may not be consummated or one or more events,
changes or other circumstances that could occur that could give
rise to the termination of the Merger Agreement, as amended;
- the merger is subject to the substantially contemporaneous
consummation of the Plan and the Plan is subject to a number of
conditions which are not under CEC's or Caesars Acquisition's
control;
- CEC's ability (or inability) to secure additional liquidity to
meet its ongoing obligations and its commitments to support the
restructuring of CEOC as necessary;
- CEC's financial obligations exceeding or becoming due earlier
than what is currently forecast and other risks associated with the
restructuring of CEOC and related litigation; and
- the price of, market for and potential market price volatility
of CEC's and of Caesars Acquisition's common stock.
You are cautioned to not place undue reliance on these
forward-looking statements, which speak only as of the date of this
filing. CEC and Caesars Acquisition undertake no obligation to
publicly update or release any revisions to these forward-looking
statements to reflect events or circumstances after the date of
this filing or to reflect the occurrence of unanticipated events,
except as required by law.
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SOURCE Caesars Entertainment