Caesars Acquisition Company (NASDAQ:CACQ) Files An 8-K Other Events
Item8.01
| Other Events. |
On April 12, 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), announced its intent to seek a repricing of its
existing $1.14billion term loan B due 2021 as well as to raise a
$175million add-on term loan to repay all outstanding amounts
under The Cromwells property-specific term loan. CAC is filing as
Exhibit 99.1 to this Current Report on Form 8-K the lender
presentation that was provided on April 12, 2017 to CGPHs lenders
and potential lenders, which 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. These statements contain
words such as, will, would, expect, and propose or the negative
or other variations thereof or comparable terminology. In
particular, they include statements relating to, among other
things, the transactions contemplated by 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 and the completion of the
Merger (as defined below). 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, 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.
2
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 joint proxy statement/prospectus filed with
the SEC on March13, 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: |
|
Exhibit No. |
Description |
|
| 99.1 | Lender Presentation. |
3
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 15.35 with 86,357 shares trading hands.