Item 8.01 Other Events.
On May 18, 2017, Caesars Entertainment Corporation (
CEC
) will host an Analyst Day at which CECs senior management
will be using the presentation attached as Exhibit 99.1 (the
Presentation
) to this report in connection with the presentation to sell-side analysts. Those present at the Analyst Day will also receive the data packet (the
Data Packet
) attached as Exhibit 99.2 to this report. A video webcast of the event will be available at 9:00 a.m. Pacific Daylight Time at http://investor.caesars.com/ where the Presentation will also be available. The webcast
will be available under the Events & Presentations section of the website. In addition, on May 18, 2017, CEC issued a press release (the
Press Release
) in connection with the event, a copy of which is
attached as Exhibit 99.3 to this report. The Presentation, Data Packet and Press Release are incorporated into this Item 8.01 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 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, on March 13, 2017, CEC and CAC filed with the Securities and Exchange Commission (
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 definitive proxy statement filed with the SEC on April 12, 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.
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, proposed, may, project 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 and projected results of operations. 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 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: 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.