Caesars Acquisition Company (NASDAQ:CACQ) Files An 8-K Submission of Matters to a Vote of Security Holders

Caesars Acquisition Company (NASDAQ:CACQ) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.

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Caesars Acquisition Company (the “Company”) held its special meeting of stockholders on July25, 2017 (the “Special Meeting”) at 10:00 a.m. Pacific Time in the Classico Chapel, at Caesars Palace, One Caesars Palace Drive, Las Vegas, Nevada 89109. At the Special Meeting, the Company’s stockholders were requested to: (1)adopt the Amended and Restated Agreement and Plan of Merger, dated as of July9, 2016, between the Company and Caesars Entertainment Corporation (“CEC”), as amended by the First Amendment to Amended and Restated Agreement and Plan of Merger, dated as of February20, 2017 (as amended, the “Merger Agreement”), to which, among other things, the Company will merge with and into CEC (the “Merger”), with CEC as the surviving company, and approve the Merger, and (2)approve the adjournment of the Special Meeting if necessary to solicit additional proxies if there are not sufficient votes to approve Proposal 1.

As of the close of business on June19, 2017, the record date for the Special Meeting, there were 138,932,138 shares of the Company’s ClassA common stock outstanding and entitled to vote at the Special Meeting. A quorum of 132,612,381 shares of the Company’s ClassA common stock was represented in person or by proxy at the Special Meeting. The Company’s stockholders approved each proposal and the voting results were as follows:

Proposal 1: Adoption of the Merger Agreement and Approval of the Merger

Votes For

Against Abstain Broker Non-Votes

132,266,889

6,466 339,026

This proposal was approved, receiving the affirmative vote of 95.20% of the Company’s ClassA common stock outstanding and entitled to vote at the Special Meeting.

Proposal 2: Adjournment of the Special Meeting

Votes For

Against Abstain Broker Non-Votes

131,025,234

1,248,224 338,923

This proposal was approved, receiving the affirmative vote of 99.05% of the votes cast by stockholders present in person or by proxy at the Special Meeting and entitled to vote. However, as there were sufficient votes at the time of the Special Meeting to adopt the Merger Agreement and approve the Merger, the adjournment of the Special Meeting to solicit additional proxies for such purpose was unnecessary.

Item 5.07 Other Events.

On July25, 2017, the Company issued a press release announcing that stockholders of the Company and of CEC voted to approve the Merger and other matters related to the restructuring of Caesars Entertainment Operating Company, Inc. and its emergence from bankruptcy. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this report by reference.

Item 5.07 Financial Statements and Exhibits.

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

ExhibitNo.

Description

99.1 Press Release.


Caesars Acquisition Co Exhibit
EX-99.1 2 d431341dex991.htm EX-99.1 EX-99.1 Exhibit 99.1     Contacts:    Media         Investors           Stephen Cohen         Joyce Arpin         (212) 886-9332       (702) 880-4707    Caesars Entertainment Corporation and Caesars Acquisition Company Announce Stockholder Approval of Proposed Merger LAS VEGAS,…
To view the full exhibit click here

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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