Caesars Acquisition Company (NASDAQ:CACQ) Files An 8-K Termination of a Material Definitive AgreementItem 1.02
Prior to the closing of the Merger on the Effective Date, (i)CAC, (ii) CEC, (iii)TPG Capital Management, L.P., TPG Hamlet Holdings, LLC, TPG Hamlet Holdings B, LLC and TPG V Hamlet AIV, L.P., (iv) Apollo Management VI, L.P., Apollo Alternative Assets, L.P., Apollo Hamlet Holdings, LLC and Apollo Hamlet Holdings B, LLC, (v)Co-Invest Hamlet Holdings, Series LLC and Co-Invest Hamlet Holdings B, LLC, (vi)Hamlet Holdings LLC and (vii)only with respect to certain sections thereof, Gary Loveman, entered into a Termination Agreement, to which certain agreements terminated, effective upon the consummation of the Debtors’ Third Amended Joint Plan of Reorganization filed on January13, 2017, at Docket No.6318 (the “Plan”), subject to certain survival provisions. Among the agreements that terminated were the following:
Termination of the Omnibus Voting Agreement
Omnibus Voting Agreement, dated as of October21, 2013, entered into by and among CAC, CEC, Apollo Hamlet Holdings, LLC, Apollo Hamlet Holdings B, LLC, TPG Hamlet Holdings, LLC, TPG Hamlet Holdings B, LLC, Co-Invest Hamlet Holdings, Series LLC, Co-Invest Hamlet Holdings B, LLC and Hamlet Holdings LLC, to which Hamlet Holdings LLC agreed to vote all of its shares of CAC Common Stock and CEC Common Stock necessary to facilitate CEC’s exercise of its call right to acquire the voting units of membership interest in Caesars Growth Partners, LLC from the Company in accordance with the organizational documents of CAC and the operating agreement of Caesar Growth Partners, LLC and whereby the parties agreed to, among other things, restrict their ability to transfer stock of the Company, as well as rights of first refusal, tag-along rights and drag-along rights; and
Termination of the CAC Voting Agreement
Voting Agreement, dated as of July9, 2016 (the “CAC Voting Agreement”), entered into by and between CAC, Hamlet Holdings LLC, and, solely with respect to certain provisions of the CAC Voting Agreement, Apollo Hamlet Holdings, LLC, Apollo Hamlet Holdings B, LLC, TPG Hamlet Holdings, LLC, TPG Hamlet Holdings B, LLC, Co-Invest Hamlet Holdings, Series LLC and Co-Invest Hamlet Holdings B, LLC, whereby Hamlet Holdings LLC agreed to, among other things, (1)cause all shares of CEC common stock for which it has sole voting and sole dispositive power (the “CEC Subject Shares”) to be counted as present for purposes of calculating a quorum at any meeting of stockholders of CEC, or any adjournment or postponement thereof and (2)vote the CEC Subject Shares in favor of (x)the adoption of the plan of Merger contained in the Merger Agreement and (y)any other action, proposal, transaction or agreement that would reasonably be expected to facilitate the completion of the Merger, subject to certain conditions.
In addition, prior to the closing of the Merger on the Effective Date, (i)CAC, (ii) Caesars Entertainment Operating Company, Inc. (“CEOC”), (iii) Caesars Interactive Entertainment, Inc. (“CIE”), (iv) HIE Holdings, Inc. (“HIE Holdings”), (v) Caesars Growth Partners, LLC (“Growth Partners”) and (6)Caesars Enterprise Services, LLC (“CES”) entered into a Termination Agreement (the “Services Termination Agreement”), to which the following agreements terminated, effective upon the consummation of the Plan:
Termination of CIE Shared Services Agreement
Shared Services Agreement, dated as of May1, 2009 (the “CIE Shared Services Agreement”), entered into by and between CIE, CEC and HIE Holdings, to which CEOC agreed to provide certain services to CIE. The CIE Shared Services Agreement, among other things: (1)contemplated that CEOC would provide certain services related to accounting, risk management, tax, finance, recordkeeping, financial statement preparation and audit support, legal, treasury functions, regulatory compliance, information systems, office space and corporate and other centralized services; (2)allowed the parties to modify the terms and conditions of CEC’s performance of any of the services and to request additional services from time to time; and (3)provided for the payment of a service fee to CEC in exchange for the provision of services in an amount equal to the fully allocated cost of such services plus 10%; and
Termination of CGP Management Services Agreement
Management Services Agreement, dated as of October21, 2013 (the “CGP Management Services Agreement”), entered into by and between CAC, Growth Partners and CEOC, to which CEOC and its subsidiaries agreed to provide certain services to CAC, Growth Partners and any other of its subsidiaries. The CGP Management Services Agreement, among other things: (1)contemplated that CEOC and its subsidiaries would provide certain corporate services, back-office support, and advisory and business management services; (2)allowed the parties to modify the terms and conditions of the performance of any of the services and to request additional services from time to time; and (3)provided for the payment of a service fee by CAC and/or Growth Partners in exchange for the provision of services.
The Services Termination Agreement also provides that notwithstanding the termination of the CIE Shared Services Agreement and the CGP Management Services Agreement, CIE and Growth Partners will continue receiving from CES services similar to those provided by CES under the CIE Shared Services Agreement and the CGP Management Services Agreement as set forth and in accordance with the Amended and Restated Omnibus License and Enterprise Services Agreement, dated as of January14, 2015, as amended from time to time.
| Item 1.02 | Completion of Acquisition or Disposition of Assets. |
The information set forth under the Introductory Note is incorporated herein by reference.
In addition and as a result of the Merger, each option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) that was outstanding immediately prior to the Effective Time was converted into an option to purchase a number of shares of CEC Common Stock equal to the product (rounded down to the nearest whole share) of (i)the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii)the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x)the exercise price of such CAC Stock Option divided by (y)the Exchange Ratio. Also as a result of the Merger, each right to receive shares or share equivalents of CAC Common Stock (each, a “CAC Award”) that was outstanding immediately prior to the Effective Time was converted into the right to receive shares (or share equivalents, as the case may be) in CEC Common Stock, which, in the case of CAC Awards denominated in shares shall be in an amount equal to the product (rounded down to the nearest whole share) of (i)the number of shares of CAC Common Stock subject to such CAC Award and (ii)the Exchange Ratio.
| Item 1.02 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On October6, 2017, CAC notified NASDAQ of the completion of the Merger and requested that trading in CAC Common Stock be suspended and that NASDAQ file with the SEC a Notification of Removal from Listing and/or Registration under Section12(b) of the Exchange Act, on Form 25, thereby commencing the process of delisting and deregistering the CAC Common Stock. Following NASDAQ’s filing of the Form 25 with the SEC, CAC will file a Form 15 to suspend its reporting obligations under Section15(d) of the Exchange Act and to deregister the CAC Common Stock under Section12(g) of the Exchange Act.
The information set forth in the Introductory Note is incorporated herein by reference.
| Item 1.02 | Material Modification to Rights of Security Holders. |
The information set forth in Item 1.02 is incorporated herein by reference.
Each outstanding CAC Award held by Messrs. Garber, Abrahams and Cohen (our named executive officers) vested in full immediately prior to the effective time of the Merger. In addition, each other unvested CAC Award and unvested CAC Stock Option, in each case, granted to CAC’s 2014 Performance Incentive Plan (the “CAC 2014 PIP”), was amended in
accordance with the terms of the Merger Agreement to provide that it will become vested and exercisable upon the holder’s termination of employment without “cause” (as defined in the CAC 2014 PIP) by CEC or any of its subsidiaries or for “good reason” (as defined in the Merger Agreement), in either case within six months following the closing of the Merger. Except for this amendment of the unvested CAC Awards and CAC Stock Options, each converted CAC Award and CAC Stock Option continues to be governed by the same terms and conditions as were applicable under the CAC 2014 PIP.
| Item 1.02 | Changes in Control of Registrant. |
As a result of the Merger, a change of control of CAC occurred, and CAC merged with and into CEC, with CEC as the surviving company. See the Introductory Note and the disclosure regarding the Merger under Item 1.02 above for additional information.
| Item 1.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Upon the closing of the Merger, each of Marc Beilinson, Philip Erlanger, Dhiren Fonseca, Mitch Garber, Don Kornstein, Karl Peterson, Marc Rowan and David Sambur ceased serving as members of CAC’s board of directors. Mr.Sambur served on CEC’s board of directors prior to the closing of the Merger and will continue to be a member of CEC’s board of directors after the closing of the Merger. Mr.Kornstein has been appointed to CEC’s board of directors effective as of the closing of the Merger. Effective as of shortly following the Merger, the employment of Mitch Garber, Craig Abrahams and Michael Cohen was terminated.
As a result of Mr.Garber’s termination of employment following the Merger, to Mr.Garber’s employment agreement with CIE, Mr.Garber is entitled to receive a severance payment equal to his current base salary, payable over the 12-month period following termination, as well as medical, life, and accident insurance coverage and financial counseling services during this 12-month period. Such severance payments and benefits are subject to his execution of a release of claims against CIE and its affiliates, employees, directors and other related parties. In addition, continuation of severance payments and benefits to Mr.Garber is subject to ongoing compliance with non-competition and non-solicitation of customers and employees provisions, in each case, for one year following termination.
The information set forth in Sections 2.01 and 3.03 are incorporated herein by reference.
| Item 1.02 | Financial Statements and Exhibits. |
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.