Caesars Entertainment Corporation (NASDAQ:CZR) Files An 8-K Other Events

Item8.01 Other Events.

On May10, 2017, Caesars Entertainment Corporation (CEC),
the parent of Caesars Entertainment Resort Properties, LLC
(CERP), issued a press release announcing the repricing of
CERPs approximately $2.4billion senior secured term loan facility
and the repricing of approximately $211 million of its
approximately $270 million revolving credit facility. A copy of
the press release is attached hereto as Exhibit 99.1 and is
incorporated into this report by reference.

The closing of the repricing transaction is anticipated to occur
during the week of May8, 2017, subject to the negotiation and
execution of definitive documentation and satisfaction of
customary closing conditions.

Important Additional Information

to the Amended and Restated Agreement and Plan of Merger, dated
as of July9, 2016, between CEC and Caesars Acquisition Company
(CAC), as subsequently amended on February20, 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 March13,
2017, CEC and CAC filed with the Securities and Exchange
Commission (the 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 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 Section10 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 April12, 2017 and Amendment No.1 to the Annual Report on Form
10-K for CACs fiscal year ended December31, 2016, filed on
March31, 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 may, will and anticipated 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 the closing of the repricing
transaction. 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 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,

other risks associated with the CEOC restructuring and related
litigation, CECs ability to refinance certain of CERPs
outstanding high yield debt, and CECs ability to negotiate
definitive documentation and satisfy customary closing conditions
relating to the repricing transaction.

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.

Item9.01 Financial Statements and Exhibits.

About Caesars Entertainment Corporation (NASDAQ:CZR)

Caesars Entertainment Corporation (Caesars) is a holding company. The Company offers casino-entertainment and hospitality services. It operates through three segments: Caesars Entertainment Resort Properties (CERP), Caesars Growth Partners Casino Properties and Developments (CGP Casinos) and Caesars Interactive Entertainment, Inc. (CIE). The Company’s facilities include gaming offerings, food and beverage outlets, hotel and convention space, and non-gaming entertainment options. In addition to its brick and mortar assets, it operates an online gaming business that provides social and mobile games offerings that utilize virtual currency, as well as real money games in certain jurisdictions. The Company owns CERP and an interest in Caesars Growth Partners, LLC (CGP). Through its consolidated entities, it owns and operates approximately 10 casinos in the United States, with over one million square feet of gaming space and over 23,000 hotel rooms.

Caesars Entertainment Corporation (NASDAQ:CZR) Recent Trading Information

Caesars Entertainment Corporation (NASDAQ:CZR) closed its last trading session down -0.05 at 10.85 with 1,339,672 shares trading hands.