Caesars Acquisition Company (NASDAQ:CACQ) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into Material Definitive Agreement.
On April27, 2017, Caesars Growth Properties Holdings, LLC
(CGPH), a wholly-owned subsidiary of Caesars Growth
Partners, LLC, a joint venture between Caesars Acquisition
Company (CAC) and Caesars Entertainment Corporation
(CEC), entered into an Incremental Assumption Agreement
and Amendment No.1 (the Amendment), by and among CGPH,
Caesars Growth Properties Parent, LLC (CGPP), the other
loan parties party thereto, the lenders party thereto and Credit
Suisse AG, Cayman Islands Branch, as Administrative Agent (the
Administrative Agent). The Amendment amends the First Lien
Credit Agreement, dated as of May8, 2014, among CGPH, CGPP, the
lenders party thereto and the Administrative Agent (the First
Lien Credit Agreement).
Among other things, the Amendment (a)provides for an increase of
CGPHs existing term loan facility by $175 million to
approximately $1.3 billion (the Term Facility) and
(b)reduces the interest rate margins applicable to the Term
Facility and CGPHs existing $150 million revolving credit
facility (the Revolving Facility) to, at CGPHs option, the
Eurocurrency Rate (as defined in the First Lien Credit Agreement)
plus 3.00% in the case of Eurocurrency Loans (as defined in the
First Lien Credit Agreement) or the ABR (as defined in the First
Lien Credit Agreement) plus 2.00% in the case of ABR Loans (as
defined in the First Lien Credit Agreement), with further
reductions to the Eurocurrency Rate plus 2.75% or the ABR plus
1.75%, respectively, at such time as CGPHs Senior Secured
Leverage Ratio (as defined in the First Lien Credit Agreement) is
equal to or less than 2.84 to 1.0.
The Amendment provides that the proceeds of the $175 million
increase of the Term Facility will be held in escrow until the
receipt of all required regulatory approvals, at which time the
escrowed proceeds will be released to repay the property specific
term loan encumbering The Cromwell, but no earlier than May3,
2017. If such approvals are not obtained by July26, 2017, such
$175 million of proceeds will be repaid and The Cromwells
property specific term loan will remain outstanding.
The representations, warranties and covenants contained in the
Amendment were made only for purposes of the Amendment and as of
the specific date (or dates) set forth therein, were solely for
the benefit of the parties to the Amendment and are subject to
certain limitations as agreed upon by the contracting parties. In
addition, the representations, warranties and covenants contained
in the Amendment may be subject to standards of materiality
applicable to the contracting parties that differ from those
applicable to investors. Investors are not third-party
beneficiaries of the Amendment and should not rely on the
representations, warranties and covenants contained therein, or
any descriptions thereof, as characterizations of the actual
state of facts or conditions of CGPH. Moreover, information
concerning the subject matter of the representations and
warranties may change after the date of the Amendment, which
subsequent developments may not be reflected in CACs public
disclosure.
The description of the Amendment does not purport to be complete
and is qualified in its entirety by reference to the Amendment,
which is filed as Exhibit 10.1 hereto, and is incorporated herein
by reference.
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, and proposed 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. and
the expected timing thereof, future actions that may be taken by
CAC and others with respect thereto, the completion of the Merger
(as defined below) and the timing of the release of the escrowed
proceeds. 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 of CAC 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 Agreement (as defined below) may not be approved by
the CAC and CEC stockholders, respectively, at the respective
special meetings or the failure to satisfy any of the other
closing conditions of the Merger Agreement, 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.
You are cautioned to not place undue reliance on these
forward-looking statements, which speak only as of the date of
this filing. CAC 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.
Important Additional Information
to the Amended and Restated Agreement and Plan of Merger, dated
as of July9, 2016, between CAC and CEC, 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, CAC and CEC 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 CAC and CEC. 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 CAC and CEC, at the SECs website
(www.sec.gov), from CAC Investor Relations
(investor.caesarsacquisitioncompany.com) or from CEC Investor
Relations (investor.caesars.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.
CAC, CEC and their respective directors, executive officers and
certain other members of management and employees may be
soliciting proxies from CAC and CEC 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 CAC and CEC stockholders
in connection with the proposed business combination transaction
is set forth in Amendment No.1 to the Annual Report on Form 10-K
for CACs fiscal year ended December31, 2016, filed on March31,
2017, and in CECs definitive proxy statement filed with the SEC
on April12, 2017, respectively. You can obtain free copies of
these documents from CAC and CEC in the manner set forth above.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being filed
herewith:
|
Exhibit No. |
Description |
|
| 10.1 |
Incremental Assumption Agreement and Amendment No. 1, dated as of April27, 2017 |
About Caesars Acquisition Company (NASDAQ:CACQ)
Caesars Acquisition Company (CAC) is formed to make an equity investment in Caesars Growth Partners, LLC (CGP LLC), a joint venture between CAC and Caesars Entertainment Corporation. CAC’s primary asset is its membership interest in CGP LLC and does not have any operations other than through its interest in CGP LLC. CGP LLC has over two operating units: Caesars Interactive Entertainment, Inc., and Casino Properties and Developments. CGP LLC is a casino asset and entertainment company focused on acquiring and developing a portfolio of operating assets, and equity and debt investments in the gaming and interactive entertainment industries. CGP LLC’s Interactive Entertainment business consists of over three units: social and mobile games, the World Series of Poker (WSOP) and regulated online real money gaming. CGP LLC’s Casino Properties and Developments include Planet Hollywood, The LINQ Hotel & Casino, Bally’s Las Vegas, The Cromwell, Horseshoe Baltimore and Harrah’s New Orleans. Caesars Acquisition Company (NASDAQ:CACQ) Recent Trading Information
Caesars Acquisition Company (NASDAQ:CACQ) closed its last trading session up +0.40 at 17.45 with 699,845 shares trading hands.