false 0001590895 0001590895 2020-09-25 2020-09-25

 

 

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

September 25, 2020

Date of Report (Date of earliest event reported)

 

 

Caesars Entertainment, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36629   46-3657681

(State of

Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

100 West Liberty Street, Suite 1150

Reno, Nevada 89501

(Address of principal executive offices, including zip code)

(775) 328-0100

(Registrant’s 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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common stock, $0.00001 par value   CZR   NASDAQ Stock Market

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 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 25, 2020, Caesars Entertainment, Inc. (“Caesars” or the “Company”) borrowed $900.0 million under its revolving credit facility to provide liquidity to potentially fund a portion of the cash purchase price for all of the issued and to be issued share capital of William Hill plc as described below.

 

Item 7.01.

Regulation FD Disclosure

On September 30, 2020, the Company issued an announcement (the “Rule 2.7 Announcement”) pursuant to Rule 2.7 of the U.K. City Code on Takeovers and Mergers disclosing that it had reached agreement with William Hill plc (“William Hill”) on the terms of a recommended cash acquisition pursuant to which the Company would acquire the entire issued and to be issued share capital (other than shares owned by the Company or held in treasury) of William Hill, in an all-cash transaction. The transaction is conditional on, among other things, the approval of William Hill shareholders.

A copy of the Rule 2.7 Announcement is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

The information contained in Item 7.01 of this Current Report on Form 8-K, including the exhibit furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise incorporated by reference in any filing pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this report, including the exhibit furnished herewith, is not intended to, and does not, constitute a determination or admission as to the materiality or completeness of such information.

 

Item 8.01.

Other Events

On September 29, 2020, the Company priced an underwritten registered public offering of 31,000,000 shares of its common stock at a public offering price of $56.00 per share. In connection with the offering, the Company granted the underwriters a 30-day option to purchase up to an additional 4,650,000 shares of its common stock at the public offering price less the underwriting discounts and commissions. The company estimates that the net proceeds from the offering, after deducting the underwriting discounts and commissions and estimated expenses, will be approximately $1,692 million, or $1,946 million if the underwriters exercise their option to purchase additional shares of common stock in full. The company expects to use the net proceeds from the offering for general corporate purposes, including, the recommended cash offer for the entire issued and to be issued share capital of William Hill. The offering is expected to close on October 1, 2020, subject to customary closing conditions.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by Caesars’ use of the words “continue,” “may,” “will,” and similar expressions that do not relate to historical matters. All statements other than statements of historical fact are forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors which are, in some cases, beyond Caesars’ control and could materially affect actual results, performance, or achievements. These forward-looking statements include the use of the additional revolving credit facility borrowings, the possible cash offer related to William Hill and the expectations regarding the equity offering.

Although Caesars believes that in making such forward-looking statements its expectations are based upon reasonable assumptions, such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. Caesars cannot assure you that the assumptions upon which these statements are based will prove to have been correct. Important risk factors that may affect Caesars’ business, results of operations and financial position are detailed from time to time in Caesars’ filings with the Securities and Exchange Commission. Caesars does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required by applicable law.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.
   Description
99.1    Rule 2.7 Announcement.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.

 

  CAESARS ENTERTAINMENT, INC.
Date: September 30, 2020   By:  

/s/ Edmund L. Quatmann, Jr.

    Edmund L. Quatmann, Jr.
    Executive Vice President, Chief Legal Officer and Secretary
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