Caesars Entertainment Corporation (NASDAQ:CZR) Files An 8-K Other Events
Item8.01
| Other Events. |
On June13, 2017, CBAC Borrower, LLC (CBAC), the owner of
the Horseshoe Baltimore and a subsidiary of a joint venture among
Caesars Growth Partners, LLC, a joint venture between Caesars
Entertainment Corporation (CEC) and Caesars Acquisition
Company (CAC), an affiliate of Jack Entertainment LLC and
other local investors, launched the syndication of up to
$315million of new senior secured credit facilities (the
Senior Facilities), consisting of up to $300million in the
aggregate principal amount of a seven-year senior secured term
loan facility (the Term Facility) and up to $15million in
the aggregate principal amount of a five-year senior secured
revolving credit facility. The proceeds from the Term Facility
will be used to refinance CBACs existing credit facility and
existing furniture, fixtures and equipment financing facility.
The proposed refinancing transaction is subject to market and
other conditions, and may not occur as described or at all.
CEC is filing as Exhibit 99.1 to this Current Report on Form 8-K
the lender presentation (the Lender Presentation) that was
provided on June13, 2017 to potential lenders for the proposed
Senior Facilities. In addition, CEC is disclosing the information
attached to this report as Exhibit 99.2 (the Disclosure
Material), which was also provided to the potential lenders.
The Lender Presentation and the Disclosure Material are
incorporated into this Item 8.01 by reference.
Important Additional Information
to the Amended and Restated Agreement and Plan of Merger, dated
as of July9, 2016, between CEC and 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, CEC and CAC filed with the Securities and Exchange
Commission (the SEC) a registration statement on Form S-4
on March13, 2017, and Amendment No.1 to such registration
statement on Form S-4 on June5, 2017
(Amendment No.1 to the Form S-4), which 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 Amendment No.1 to the Form S-4 filed with the SEC on June5,
2017 and Amendment No.1 to the Annual Report on Form 10-K for CACs fiscal year
ended December31, 2016, filed on March31, 2017. 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,
potential, and propose 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, the completion of the Merger,
the financial position and actions of CEC post-emergence and the
terms and use of proceeds of the refinancing transaction. 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
that 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,
CECs financial obligations exceeding or becoming due earlier than
what is currently forecast, our ability (or inability) to
complete the refinancing transaction on the terms described or at
all and other risks associated with the CEOC restructuring and
related litigation.
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 exhibits are being filed herewith: |
|
Exhibit No. |
Description |
|
| 99.1 | Lender Presentation. | |
| 99.2 | Disclosure Material. |
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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.