UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
June 27, 2017
Date
of Report (Date of earliest event reported)
Caesars
Entertainment Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-10410
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62-1411755
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(State of
Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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One Caesars Palace Drive
Las Vegas, Nevada 89109
(Address of principal executive offices) (Zip Code)
(702)
407-6000
(Registrants telephone number, including area code)
N/A
(Former Name or
Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On June 27, 2017, senior management of Caesars Entertainment Corporation (
CEC
) will begin using the investor
presentation attached as Exhibit 99.1 (the
Investor Presentation
) to this report in connection with meetings with existing and prospective investors. The Investor Presentation, which includes updates regarding expected financial
results, is 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, 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 was declared effective on June 23, 2017. A definitive joint proxy statement/prospectus was mailed
to stockholders of CEC and CAC on or about June 23, 2017. Stockholders are urged to read the registration statement and the 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 joint proxy statement/prospectus filed with the SEC on June 23, 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, expect 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, the financial position and actions of CEC post-emergence 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: 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, 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.
Item 9.01 Financial Statements and
Exhibits.
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(d)
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Exhibits
. The following exhibit is being filed herewith:
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Exhibit No.
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Description
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99.1
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Investor Presentation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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CAESARS ENTERTAINMENT CORPORATION
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Date: June 27, 2017
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By:
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/s/ S
COTT
E. W
IEGAND
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Name:
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Scott E. Wiegand
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Title:
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Senior Vice President, Deputy General
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Counsel and Corporate Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Investor Presentation.
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