Item 8.01 Other Events.
On April 4, 2017, Caesars Entertainment Corporation (
CEC
) issued a press release announcing the pricing of
$1.435 billion of senior secured credit facilities for Caesars Entertainment Operating Company, Inc., a majority owned subsidiary of CEC (
CEOC
), consisting of a $1.235 billion seven-year senior secured term loan facility
and a $200 million five-year senior secured revolving credit facility. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this report by reference.
Forward-Looking Statements
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 and by the use of words such as, will, anticipated, and proposed or the negative or other variations thereof or comparable terminology. In particular, they include
statements relating to, among other things, the emergence from bankruptcy of CEOC and the expected timing thereof, future actions that may be taken by CEC and others with respect thereto, and the completion of the Merger (as defined below). These
forward-looking statements are based on current expectations and projections about future events.
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 and results of CEC and CEOC may differ materially from those
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 SEC: 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 defined below), CECs and CEOCs ability (or inability) to meet any milestones or
other conditions set forth in their restructuring support agreements, CECs and CEOCs ability (or inability) to satisfy the conditions to the effectiveness of the Third Amended Joint Plan of Reorganization of CEOC and its Chapter 11
debtor subsidiaries, CECs ability (or inability) to secure additional liquidity to meet its ongoing obligations and its commitments to support the CEOC restructuring as necessary, CECs financial obligations exceeding or becoming due
earlier than what is currently forecast and other risks associated with the CEOC restructuring and related litigation.
You are cautioned
to not place undue reliance on these forward-looking statements, which speak only as of the date of this filing. CEC undertakes 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.
Important Additional
Information
Pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of July 9, 2016, between CEC and
Caesars Acquisition Company (
CAC
), as subsequently amended on February 20, 2017 (as amended, the
Merger Agreement
), 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 filed with the Securities and Exchange Commission (the
SEC
) a registration statement on Form
S-4
that includes a
preliminary joint proxy statement/prospectus, as well as other relevant documents concerning the proposed transaction. The registration statement has not yet become effective. After the registration statement is declared effective by the SEC, a
definitive joint proxy statement/prospectus will be mailed to stockholders of CEC and CAC. Stockholders are urged to read the registration statement and joint proxy statement/prospectus regarding the Merger 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).
The information in this communication is for informational purposes only and is neither an offer
to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transactions or otherwise, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.
CEC, CAC and their respective directors, executive officers and certain other
members of management and employees may be soliciting proxies from CEC and CAC stockholders in favor of the business combination transaction. Information regarding the persons who may, under the rules of the SEC, be considered participants in the
solicitation of the CEC and CAC stockholders in connection with the proposed business combination transaction is set forth in the joint proxy statement/prospectus filed with the SEC on March 13, 2017 and Amendment No. 1 to the Annual
Report on Form
10-K
for CACs fiscal year ended December 31, 2016, filed on March 31, 2017, respectively. You can obtain free copies of these documents from CEC and CAC in the manner set forth
above.