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

Item1.01 Entry into Material Definitive Agreement.

On February20, 2017, Caesars Entertainment Corporation
(CEC) and Caesars Acquisition Company (CAC) entered
into the First Amendment to Amended and Restated Agreement and
Plan of Merger (the Amendment), which amends the Amended
and Restated Agreement and Plan of Merger, dated as of July9,
2016, between CEC and CAC (as amended by the Amendment, the
Amended Merger Agreement), to which CAC will merge with
and into CEC, with CEC as the surviving entity (the
Merger).

The Amendment provides for, among other things, a fixed exchange
ratio such that upon consummation of the Merger, each share of
CACs class A common stock, par value $0.001 per share, and CACs
class B common stock, par value $0.001 per share (collectively,
the CAC Common Stock), issued and outstanding immediately
prior to the effective time of the Merger will be converted into,
and become exchangeable for, that number of shares of CEC common
stock, par value $0.01 per share (CEC Common Stock), equal
to 1.625 (the Exchange Ratio). The Exchange Ratio was
calculated using the treasury stock method based on the daily
volume-weighted average price of the CEC Common Stock and CAC
Common Stock for the 20 consecutive trading days ended
February14, 2017 after taking into account the amount of CEC
Common Stock to be issued to the Third Amended Joint Plan of
Reorganization of Caesars Entertainment Operating Company, Inc.
(CEOC), a majority owned subsidiary of CEC, and its debtor
subsidiaries that was confirmed by the entry of an order by the
United States Bankruptcy Court for the Northern District of
Illinois on January17, 2017 (the Plan), but without giving
effect to the conversion of the convertible notes to be issued by
CEC or the buy-back of CEC Common Stock from certain creditors of
CEOC, each as contemplated by the Plan.

CECs and CACs obligation to consummate the Merger remains subject
to (i)the receipt of (x)applicable regulatory approvals,
including, if required, the expiration or early termination of
the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and (y)certain tax opinions
regarding the tax treatment of certain transactions contemplated
by the Plan, (ii)the substantially contemporaneous consummation
of the Plan and (iii)other customary closing conditions.

The Amendment was fully negotiated by and between the special
committee of CECs Board of Directors (the CEC Special
Committee) and the special committee of CACs Board of
Directors (the CAC Special Committee), was recommended by
each of the CEC Special Committee and the CAC Special Committee
and was approved by the CEC Board of Directors and the CAC Board
of Directors. The CEC Special Committee received an opinion as to
the fairness, from a financial point of view, of the Exchange
Ratio and the CAC Special Committee received an opinion as to the
fairness, from a financial point of view, of the Exchange Ratio
to the unaffiliated stockholders of CAC. Stockholders of each of
CEC and CAC will be asked to vote on the adoption of the Amended
Merger Agreement at special meetings of CECs stockholders and
CACs stockholders, respectively, that will each be held on a date
to be announced.

The foregoing description of the modifications to the Amended
Merger Agreement to the Amendment does not purport to be complete
and is qualified in its entirety by reference to the Amendment,
which is filed as Exhibit 2.1 hereto, and is incorporated into
this report by reference.

Item7.01 Regulation FD Disclosure.

On February21, 2017, CEC and CAC issued a joint press release in
connection with the Amendment. A copy of the joint press release
is attached hereto as Exhibit 99.1, and is incorporated into this
report by reference.

The information set forth in this Item7.01 of this Current Report
on Form 8-K is being furnished to Item7.01 of Form 8-K and shall
not be deemed filed for purposes of Section18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated
by reference into any of CECs filings under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as
amended, whether made before or after the date hereof and
regardless of any general incorporation language in such filings,
except to the extent expressly set forth by specific reference in
such a filing. The filing of this Item7.01 of this Current Report
on Form 8-K shall not be deemed an admission as to the
materiality of any information herein that is required to be
disclosed solely by reason of Regulation FD.

Item8.01 Other Events.

On February21, 2017, CEC and CEOC and its Chapter 11 debtor
subsidiaries issued a press release announcing that CEOC has
entered into committed financing agreements for proposed new
senior secured credit facilities, comprising up to $1,235 million
in the aggregate principal amount of a seven-year senior secured
term loan facility and up to $200 million in the aggregate
principal amount of a five-year senior secured revolving credit
facility (collectively, the Senior Facilities). The
closing of the Senior Facilities is subject to syndication, the
negotiation and execution of definitive documentation, receipt of
regulatory approvals and satisfaction of customary closing
conditions.

A copy of the press release is attached hereto as Exhibit 99.2
and is incorporated into this report by reference.

Important Additional Information

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).

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.

These forward-looking statements, including, without limitation,
those relating to the Merger or the transactions contemplated by
the Plan, CEOCs emergence and expected timing thereof, future
actions that may be taken by CEC and others with respect thereto,
the completion of the Merger and the financial position and
actions of CEC post-emergence wherever they occur in this filing,
are based on CEC managements current expectations and projections
about future events and are necessarily estimates reflecting the
best judgment of management and involve a number of risks and
uncertainties that could cause actual results to differ
materially from those suggested by the forward-looking
statements.

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 CEC may differ materially
from that 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
Securities and Exchange Commission:

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You are cautioned to not place undue reliance on these
forward-looking statements, which speak only as of the date of
this filing. CEC 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.

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About Caesars Entertainment Corporation (NASDAQ:CZR)

Caesars Entertainment Corporation (Caesars) is a holding company. The Company offers casino-entertainment and hospitality services. It operates through three segments: Caesars Entertainment Resort Properties (CERP), Caesars Growth Partners Casino Properties and Developments (CGP Casinos) and Caesars Interactive Entertainment, Inc. (CIE). The Company’s facilities include gaming offerings, food and beverage outlets, hotel and convention space, and non-gaming entertainment options. In addition to its brick and mortar assets, it operates an online gaming business that provides social and mobile games offerings that utilize virtual currency, as well as real money games in certain jurisdictions. The Company owns CERP and an interest in Caesars Growth Partners, LLC (CGP). Through its consolidated entities, it owns and operates approximately 10 casinos in the United States, with over one million square feet of gaming space and over 23,000 hotel rooms.

Caesars Entertainment Corporation (NASDAQ:CZR) Recent Trading Information

Caesars Entertainment Corporation (NASDAQ:CZR) closed its last trading session up +0.05 at 9.20 with 834,783 shares trading hands.