Caesars Entertainment Corporation (NASDAQ:CZR) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into Material Definitive Agreement.
On May12, 2017, Caesars Entertainment Resort Properties, LLC
(CERP), a subsidiary of Caesars Entertainment Corporation
(CEC), entered into an Amendment No.1 (the
Amendment), by and among CERP, Caesars Entertainment
Resort Properties Finance, Inc. (CERP Finance), the other
loan parties party thereto, the lenders party thereto and
Citicorp North America, Inc., as Administrative Agent (the
Administrative Agent). The Amendment amends the First Lien
Credit Agreement, dated as of October11, 2013, among CERP, CERP
Finance, the other loan parties party thereto, the lenders party
thereto and the Administrative Agent (the First Lien Credit
Agreement).
Among other things, the Amendment (a)reduces the interest rate
margins applicable to approximately $211 million of CERPs
existing $270 million revolving credit facility (the Revolving
Facility) to, at CERPs option, the Eurocurrency Rate (as
defined in the First Lien Credit Agreement) plus 3.50% in the
case of Eurocurrency Loans (as defined in the First Lien Credit
Agreement) or the ABR (as defined in the First Lien Credit
Agreement) plus 2.50% in the case of ABR Loans (as defined in the
First Lien Credit Agreement), with further reductions to the
Eurocurrency Rate plus 3.25% or the ABR plus 2.25%, respectively,
at such time as CERPs Senior Secured Leverage Ratio (as defined
in the First Lien Credit Agreement) is less than or equal to 3.75
to 1.0 and (b)reduces the interest rate margins applicable to
CERPs existing approximately $2.4 billion term loan facility to,
at CERPs option, the Eurocurrency Rate plus 3.50% in the case of
Eurocurrency Loans or the ABR plus 2.50% in the case of ABR
Loans. The portion of the Revolving Facility that was not
repriced under the Amendment will remain in effect with the
existing interest rate margins.
The representations, warranties and covenants contained in the
Amendment were made only for purposes of the Amendment and as of
the specific date (or dates) set forth therein, were solely for
the benefit of the parties to the Amendment and are subject to
certain limitations as agreed upon by the contracting parties. In
addition, the representations, warranties and covenants contained
in the Amendment may be subject to standards of materiality
applicable to the contracting parties that differ from those
applicable to investors. Investors are not third-party
beneficiaries of the Amendment and should not rely on the
representations, warranties and covenants contained therein, or
any descriptions thereof, as characterizations of the actual
state of facts or conditions of CERP. Moreover, information
concerning the subject matter of the representations and
warranties may change after the date of the Amendment, which
subsequent developments may not be reflected in CECs public
disclosure.
The description of the Amendment does not purport to be complete
and is qualified in its entirety by reference to the Amendment,
which is filed as Exhibit 10.1 hereto, and is incorporated herein
by reference.
Important Additional Information
to the Amended and Restated Agreement and Plan of Merger, dated
as of July9, 2016, between CEC and Caesars Acquisition Company
(CAC), 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, on March13,
2017, CEC and CAC 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 CEC and CAC. 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 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).
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.
CEC, CAC and their respective directors, executive officers and
certain other members of management and employees may be
soliciting proxies from CEC and CAC 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 CEC and CAC stockholders
in connection with the proposed business combination transaction
is set forth in the definitive proxy statement filed with the SEC
on April12, 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 CEC and CAC in the manner set forth above.
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 and by the use of words
such as will, may, proposed or the negative or other variations
thereof or comparable terminology. In particular, they include
statements relating to, among other things, the emergence from
bankruptcy of Caesars Entertainment Operating Company, Inc.
(CEOC) and the expected timing thereof, future actions
that may be taken by CEC and others with respect thereto, and the
completion of the Merger. 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 and results of CEC 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 may not be consummated or one or more events,
changes or other circumstances could occur that could give rise
to the termination of the Merger Agreement, CECs and CEOCs
ability (or inability) to meet any milestones or other conditions
set forth in their restructuring support agreements, CECs and
CEOCs ability (or inability) to satisfy the conditions to the
effectiveness of the Third Amended Joint Plan of Reorganization
of CEOC and its Chapter 11 debtor subsidiaries, CECs ability (or
inability) to secure additional liquidity to meet its ongoing
obligations and its commitments to support the CEOC restructuring
as necessary, other risks associated with the CEOC restructuring
and related litigation and CECs ability to meet a number of
financial ratios and covenants in the First Lien Credit Agreement
as amended by the Amendment.
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.
| (d) |
Exhibits. The following exhibit is being filed herewith: |
|
ExhibitNo. |
Description |
|
| 10.1 |
Amendment No. 1, dated May 12, 2017, among Caesars Entertainment Resort Properties, LLC, Caesars Entertainment Resort Properties Finance, Inc., the other loan parties and lenders named therein and Citicorp North America, Inc., as administrative agent. |
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 00.00 at 11.05 with 5,077,093 shares trading hands.