On April 12, 2017, Caesars Growth Properties Holdings, LLC
(
CGPH
), a wholly-owned subsidiary of Caesars Growth Partners, LLC, a joint venture between Caesars Entertainment Corporation (
CEC
) and Caesars Acquisition Company (
CAC
), announced its intent
to seek a repricing of its existing $1.14 billion term loan B due 2021 as well as to raise a $175 million
add-on
term loan to repay all outstanding amounts under The Cromwells property-specific
term loan. CEC is filing as Exhibit 99.1 to this Current Report on Form
8-K
the lender presentation that was provided on April 12, 2017 to CGPHs lenders and potential lenders, which is incorporated
herein 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. These statements contain words such as, will, would, expect,
and propose 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 Caesars Entertainment Operating Company, Inc.
(
CEOC
) and the expected timing thereof, future actions that may be taken by CEC and others with respect thereto, the completion of the Merger (as defined below) and the financial position and actions of CEC post-emergence. 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 of CEC 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 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).
2
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.