Caesars Entertainment Corporation (NASDAQ:CZR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On November16, 2017, Caesars Entertainment Corporation (the “Company”) entered into that certain Unit Purchase Agreement with Centaur Holdings, LLC (“Centaur”), the Persons listed on Schedule 1 thereo (“Sellers”) and Clairvest GP Manageco Inc., as Sellers Representative (the “Purchase Agreement”).
Upon the terms and subject to the conditions set forth in the Purchase Agreement, the Company will purchase from the Sellers all of the outstanding interests in Centaur for a purchase price of $1.7billion. The closing of the transactions contemplated by the Purchase Agreement are subject to customary closing conditions, including the receipt of regulatory approvals. The transaction is expected to close in the first half of 2018.
The Purchase Agreement contains customary representations, warranties and covenants by the Company, Centaur and the Sellers.The representations and warranties in the Purchase Agreement were made solely for the benefit of the other parties to the Purchase Agreement and (i)were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii)may have been qualified in the Purchase Agreement by disclosures that were made to the other parties in connection with the negotiation of the Purchase Agreement; (iii)may apply contractual standards of “materiality” or “Material Adverse Effect” that are different from “materiality” under the applicable securities laws; and (iv)were made only as of the date of the Purchase Agreement or such other date or dates as may be specified in the Purchase Agreement. Accordingly, you should not rely on the representations and warranties in the Purchase Agreement as characterizations of the actual state of facts about the Company, Centaur or the Sellers.
On November16, 2017, the Company issued a press release announcing the transaction. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 1.01 | Financial Statements and Exhibits |
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ExhibitNo. |
Description |
| 99.1 | Press Release, dated November16, 2017 |
CAESARS ENTERTAINMENT Corp ExhibitEX-99.1 2 d492659dex991.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 to Acquire Centaur Holdings,…To view the full exhibit click here
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.