Caesars Entertainment Corporation (CZR) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On November14, 2016, Caesars Entertainment Corporation
(CEC), Caesars Entertainment Operating Company, Inc., a
majority owned subsidiary of CEC(CEOC and, together with
its debtor subsidiaries and CEC, the Caesars Parties), the
Official Committee of Second Priority Noteholders and certain
holders of claims (the Consenting Creditors) in respect of
CEOCs 11.25% Senior Secured Notes due 2017, CEOCs 8.5% Senior
Secured Notes due 2020 and CEOCs 9% Senior Secured Notes due 2020
agreed on the remaining terms of the Sixth Amended and Restated
Restructuring Support and Forbearance Agreement, dated as of
October4, 2016, among the Caesars Parties and the Consenting
Creditors party thereto (the First Lien Bond RSA). These
terms are reflected in Exhibit B to the First Lien Bond RSA,
Annex II of Exhibit B and Annex VIII of Exhibit B, and include,
among other things, provisions regarding capital expenditures
under the leases between CEOC as a restructured operating company
(OpCo) and CEOC as a restructured property company
(PropCo) as well as details regarding the call right to
PropCo to purchase the real property and the related fixtures
associated with the Harrahs Laughlin, Harrahs Atlantic City and
Harrahs New Orleans properties. to the terms of the First Lien
Bond RSA, the First Lien Bond RSA is no longer subject to the
Automatic Termination (as defined in the First Lien Bond RSA).

The First Lien Bond RSA, conformed to include updated exhibits
that reflect the newly agreed upon terms, is filed as Exhibit
10.1 hereto and incorporated herein by reference.

Important Additional Information

On July9, 2016, CEC and Caesars Acquisition Company (CAC)
entered into an Amended and Restated Agreement and Plan of Merger
(the Merger Agreement), to which, among other things, CAC
will merge with and into CEC, with CEC as the surviving company
(the Merger). In connection with the Merger, CEC and CAC
will file with the Securities and Exchange Commission (the
SEC) a Registration Statement on Form S-4 that will
include a joint proxy statement/prospectus, as well as other
relevant documents concerning the proposed transaction.
Stockholders are urged to read the Registration Statement and
joint proxy statement/prospectus regarding the Merger when it
becomes available 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 CEC and
CAC, at the SECs website (www.sec.gov), from CEC Investor
Relations (investor.caesars.com) or from CAC Investor Relations
(investor.caesarsacquisitioncompany.com).

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

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