Creation of a Direct Financial Obligation or an Obligation under an
Arrangement of a Registrant.
On September 25, 2020, Caesars Entertainment, Inc.
(“Caesars” or the
$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.
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
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
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
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
Financial Statements and Exhibits.
||Cover Page Interactive Data File
(embedded within the Inline XBRL document).