Caesars Acquisition Company (NASDAQ:CACQ) Files An 8-K Other Events

Caesars Acquisition Company (NASDAQ:CACQ) Files An 8-K Other Events

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Item8.01 Other Events.

On April25, 2017, Caesars Acquisition Company (CAC) and
Caesars Entertainment Corporation (CEC) issued a joint
press release announcing the pricing of senior secured credit
facilities in an aggregate principal amount of approximately
$1.45 billion for Caesars Growth Properties Holdings, LLC, a
wholly-owned subsidiary of Caesars Growth Partners, LLC, a joint
venture between CAC and CEC, consisting of an approximately $1.3
billion term loan facility (the Term Facility) and a $150
million revolving credit facility.

The closing of the transactions is anticipated to occur during
the week of April24, 2017, subject to the negotiation and
execution of definitive documentation and satisfaction of other
customary closing conditions. In addition, approximately
$175million of the proceeds 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 May 3, 2017. If such approvals are not obtained
within ninety days, such portion of the proceeds of the Term
Facility will be repaid and The Cromwells property specific loan
will remain outstanding.

A copy of the joint press release is attached hereto as Exhibit
99.1 and is incorporated into this report 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, anticipated, 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 and closing of the add-on and pricing
transactions. 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 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 CAC and CEC in the manner set forth above.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being filed
herewith:

ExhibitNo.

Description

99.1 Joint Press Release.


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 00.00 at 15.85 with 162,164 shares trading hands.

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