Current Report Filing (8-k)
July 26 2017 - 06:04AM
Edgar (US Regulatory)
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
July 25, 2017 (July 25, 2017)
Date of Report (Date of earliest event reported)
Caesars
Acquisition Company
(Exact name of registrant as specified in its charter)
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Delaware
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001-
36207
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46-2672999
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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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☐
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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 5.07 Submission of Matters to a Vote of Security Holders.
Caesars Acquisition Company (the Company) held its special meeting of stockholders on July 25, 2017 (the Special Meeting) at 10:00
a.m. Pacific Time in the Classico Chapel, at Caesars Palace, One Caesars Palace Drive, Las Vegas, Nevada 89109. At the Special Meeting, the Companys stockholders were requested to: (1) adopt the Amended and Restated Agreement and Plan of
Merger, dated as of July 9, 2016, between the Company and Caesars Entertainment Corporation (CEC), as amended by the First Amendment to Amended and Restated Agreement and Plan of Merger, dated as of February 20, 2017 (as
amended, the Merger Agreement), pursuant to which, among other things, the Company will merge with and into CEC (the Merger), with CEC as the surviving company, and approve the Merger, and (2) approve the adjournment of
the Special Meeting if necessary to solicit additional proxies if there are not sufficient votes to approve Proposal 1.
As of the close of business on
June 19, 2017, the record date for the Special Meeting, there were 138,932,138 shares of the Companys Class A common stock outstanding and entitled to vote at the Special Meeting. A quorum of 132,612,381 shares of the Companys
Class A common stock was represented in person or by proxy at the Special Meeting. The Companys stockholders approved each proposal and the voting results were as follows:
Proposal 1: Adoption of the Merger Agreement and Approval of the Merger
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Votes For
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Against
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Abstain
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Broker
Non-Votes
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132,266,889
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6,466
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339,026
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0
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This proposal was approved, receiving the affirmative vote of 95.20% of the Companys Class A common stock
outstanding and entitled to vote at the Special Meeting.
Proposal 2: Adjournment of the Special Meeting
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Votes For
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Against
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Abstain
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Broker
Non-Votes
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131,025,234
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1,248,224
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338,923
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0
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This proposal was approved, receiving the affirmative vote of 99.05 % of the votes cast by stockholders present in person
or by proxy at the Special Meeting and entitled to vote. However, as there were sufficient votes at the time of the Special Meeting to adopt the Merger Agreement and approve the Merger, the adjournment of the Special Meeting to solicit additional
proxies for such purpose was unnecessary.
Item 8.01 Other Events.
On July 25, 2017, the Company issued a press release announcing that stockholders of the Company and of CEC voted to approve the Merger and other matters
related to the restructuring of Caesars Entertainment Operating Company, Inc. and its emergence from bankruptcy. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this report by reference.
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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Press Release.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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July 25, 2017
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CAESARS ACQUISITION COMPANY
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By:
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/s/ CRAIG J. ABRAHAMS
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Craig J. Abrahams
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Chief Financial Officer
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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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Press Release.
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