Caesars Entertainment Corporation (NASDAQ:CZR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On April 16, 2018, CEOC, LLC (“CEOC”), a subsidiary of Caesars Entertainment Corporation (“CEC”), entered into an Amendment No.1 (the “Amendment”), by and among CEOC, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent (the “Administrative Agent”) and as collateral agent. The Amendment amends the Credit Agreement, dated as of October6, 2017, among Caesars Entertainment Operating Company, Inc., CEOC, the lenders party thereto and the Administrative Agent (as amended, the “Credit Agreement”).
Among other things, the Amendment reduces the interest rate margins applicable to CEOC’s existing approximately $1.50billion term loan facility to, at CEOC’s option, the Adjusted Eurocurrency Rate (as defined in the Credit Agreement) plus 2.00% in the case of Eurocurrency Loans (as defined in the Credit Agreement) or the ABR (as defined in the Credit Agreement) plus 1.00% in the case of ABR Loans (as defined in the Credit Agreement).
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 CEOC. 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 CEC’s 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 Exhibit10.1 hereto, and is incorporated herein by reference.
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 “may” or the negative or other variations thereof or comparable terminology. 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, CEOC’s ability to meet a number of financial ratios and covenants in the Credit Agreement as amended by the Amendment, and may include other factors described from time to time in our reports filed with the Securities and Exchange Commission.
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.
Item 1.01 Other Events.
On April 16, 2018, CEC issued a press release announcing the repricing of CEOC’s existing term loan facility to the Amendment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this report by reference.
Item 1.01 Financial Statements and Exhibits.
(d)Exhibits. The following exhibit is being filed herewith:
|
ExhibitNo. |
Description |
| 10.1 | Amendment No.1, dated April 16, 2018, among CEOC, LLC, the lenders named therein and Credit Suisse AG, Cayman Islands Branch, as administrative agent and as collateral agent. |
| 99.1 | Press Release. |
EXHIBIT INDEX
CAESARS ENTERTAINMENT Corp ExhibitEX-10.1 2 d562813dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 AMENDMENT NO. 1 AMENDMENT NO. 1 (this Agreement) dated as of April 16,…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.