Caesars Acquisition Company (NASDAQ:CACQ) Files An 8-K Entry into a Material Definitive Agreement

Caesars Acquisition Company (NASDAQ:CACQ) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01 Entry into Material Definitive Agreement.

On February 20, 2017, Caesars Acquisition Company (CAC)
and Caesars Entertainment Corporation (CEC) entered into
the First Amendment to the Amended and Restated Agreement and
Plan of Merger (the Amendment), which amends the Amended
and Restated Agreement and Plan of Merger, dated as of July9,
2016, between CAC and CEC (as amended by the Amendment, the
Amended Merger Agreement), to which CAC will merge with
and into CEC, with CEC as the surviving entity (the
Merger).

The Amendment provides for, among other things, a fixed exchange
ratio such that upon consummation of the Merger, each share of
CACs class A common stock, par value $0.001 per share, and CACs
class B common stock, par value $0.001 per share (collectively,
the CAC Common Stock), issued and outstanding immediately
prior to the effective time of the Merger will be converted into,
and become exchangeable for, that number of shares of CEC common
stock, par value $0.01 per share (CEC Common Stock), equal
to 1.625 (the Exchange Ratio). The Exchange Ratio was
calculated using the treasury stock method based on the daily
volume-weighted average price of the CAC Common Stock and CEC
Common Stock for the 20 consecutive trading days ended
February14, 2017 after taking into account the amount of CEC
Common Stock to be issued to the Third Amended Joint Plan of
Reorganization of Caesars Entertainment Operating Company, Inc.
(CEOC), a majority owned subsidiary of CEC, and its debtor
subsidiaries that was confirmed by the entry of an order by the
United States Bankruptcy Court for the Northern District of
Illinois on January17, 2017 (the Plan), but without giving
effect to the conversion of the convertible notes to be issued by
CEC or the buy-back of CEC Common Stock from certain creditors of
CEOC, each as contemplated by the Plan.

CACs and CECs obligation to consummate the Merger remains subject
to (i) the receipt of (x) applicable regulatory approvals,
including, if required, the expiration or early termination of
the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and (y) certain tax
opinions regarding the tax treatment of certain transactions
contemplated by the Plan, (ii)the substantially contemporaneous
consummation of the Plan and (iii) other customary closing
conditions.

The Amendment was fully negotiated by and between the special
committee of CACs Board of Directors (the CAC Special
Committee
) and the special committee of CECs Board of
Directors (the CEC Special Committee), was recommended by
each of the CAC Special Committee and the CEC Special Committee
and was approved by the CAC Board of Directors and the CEC Board
of Directors. The CEC Special Committee received an opinion as to
the fairness, from a financial point of view, of the Exchange
Ratio and the CAC Special Committee received an opinion as to the
fairness, from a financial point of view, of the Exchange Ratio
to the unaffiliated stockholders of CAC. Stockholders of each of
CAC and CEC will be asked to vote on the adoption of the Amended
Merger Agreement at special meetings of CACs stockholders and
CECs stockholders, respectively, that will each be held on a date
to be announced.

The foregoing description of the modifications to the Amended
Merger Agreement to the Amendment does not purport to be complete
and is qualified in its entirety by reference to the Amendment,
which is filed as Exhibit 2.1 hereto, and is incorporated into
this report by reference.

Item7.01 Regulation FD Disclosure.

On February 21, 2017, CAC and CEC issued a joint press release in
connection with the Amendment. A copy of the joint press release
is attached hereto as Exhibit 99.1, and is incorporated into this
report by reference.

The information set forth in this Item7.01 of this Current Report
on Form 8-K is being furnished to Item7.01 of Form 8-K and shall
not be deemed filed for purposes of Section18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated
by reference into any of CECs filings under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as
amended, whether made before or after the date hereof and
regardless of any general incorporation language in such filings,
except to the extent expressly set forth by specific reference in
such a filing. The filing of this Item7.01 of this Current Report
on Form 8-K shall not be deemed an admission as to the
materiality of any information herein that is required to be
disclosed solely by reason of Regulation FD.

Important Additional Information

In connection with the Merger, CAC and CEC will file with the
Securities and Exchange Commission (the SEC) a
Registration Statement on Form S-4 that will include a joint
proxy statement/prospectus, as well as other relevant documents
concerning the proposed transaction. Stockholders are urged to
read the Registration Statement and joint proxy
statement/prospectus regarding the Merger when it becomes
available 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).

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. These statements contain
words such as, will, would, expect, and propose or the negative
or other variations thereof or comparable terminology. These
forward-looking statements, including, without limitation, those
relating to the Merger or the transactions contemplated by the
Plan, wherever they occur in this filing, are based on CAC
managements current expectations and projections about future
events and are necessarily estimates reflecting the best judgment
of management and involve a number of risks and uncertainties
that could cause actual results to differ materially from those
suggested by the forward-looking statements.

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 that 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
Securities and Exchange Commission:

the Amended Merger Agreement 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 Amended 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 Amended Merger Agreement;
the Merger is subject to the substantially contemporaneous
consummation of the Plan and the Plan is subject to a number
of conditions which are not under CACs or CECs control; and
the price of, market for and potential market price
volatility of CACs and of CECs common stock.

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.

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Item9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed and
furnished herewith:

ExhibitNo.

Description

2.1 First Amendment to Amended and Restated Agreement and Plan of
Merger, dated as of February 20, 2017, between Caesars
Acquisition Company and Caesars Entertainment Corporation.
99.1 Text of joint press release, dated February 21, 2017.

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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 down -0.05 at 14.75 with 140,545 shares trading hands.

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