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 June13, 2017, CBAC Borrower, LLC (CBAC), the owner of
the Horseshoe Baltimore and a subsidiary of a joint venture among
Caesars Growth Partners, LLC, a joint venture between Caesars
Acquisition Company (CAC) and Caesars Entertainment
Corporation (CEC), an affiliate of Jack Entertainment LLC
and other local investors, launched the syndication of up to $315
million of new senior secured credit facilities (the Senior
Facilities
), consisting of up to $300 million in the
aggregate principal amount of a seven-year senior secured term
loan facility (the Term Facility) and up to $15 million in
the aggregate principal amount of a five-year senior secured
revolving credit facility. The proceeds from the Term Facility
will be used to refinance CBACs existing credit facility and
existing furniture, fixtures and equipment financing facility.
The proposed refinancing transaction is subject to market and
other conditions, and may not occur as described or at all.

CAC is filing as Exhibit 99.1 to this Current Report on Form 8-K
the lender presentation (the Lender Presentation) that was
provided on June13, 2017 to potential lenders for the proposed
Senior Facilities. In addition, CAC is disclosing the information
attached to this report as Exhibit 99.2 (the Disclosure
Material
), which was also provided to the potential lenders.
The Lender Presentation and the Disclosure Material are
incorporated into this Item8.01 by reference.

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, CAC and CEC filed with the Securities and Exchange
Commission (the SEC) a registration statement on Form S-4
on June5, 2017 (Amendment No.1 to the Form S-4), which
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 Form S-4 filed with the SEC
on June5, 2017 and Amendment No.1 to the Annual Report on Form
10-K for CACs fiscal year ended December31, 2016, filed on
March31, 2017. 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, will, may, potential, and propose 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 and the terms and use of proceeds of
the refinancing 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 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 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 and
our ability (or inability) to complete the refinancing
transaction on the terms described or at all.

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.

Item9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed
herewith:

ExhibitNo.

Description

99.1 Lender Presentation.
99.2 Disclosure Material.


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.

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