Caesars Entertainment Corporation (NASDAQ:CZR) Files An 8-K Other Events

Item8.01

On June23, 2017, Caesars Entertainment Corporation (CEC)
and Caesars Acquisition Company (CAC) issued a joint press
release announcing that, in connection with 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), to which, among other
things, CAC will merge with and into CEC, with CEC as the
surviving company (the Merger), CECs registration
statement on Form S-4 filed with the Securities and Exchange
Commission (SEC) on March13, 2017, as amended by Amendment
No.1 to such registration statement on Form S-4 filed with the
SEC on June5, 2017 and Amendment No.2 to such registration
statement on Form S-4 filed with the SEC on June20, 2017 (as
amended, the Registration Statement), has been declared
effective by the SEC on June23, 2017.

A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated into this Current Report on Form 8-K by
reference.

Important Additional Information

to the Merger Agreement, among other things, CAC will merge with
and into CEC, with CEC as the surviving company. In connection
with the Merger, CEC and CAC filed with the SEC the Registration
Statement, which includes a preliminary joint proxy
statement/prospectus, as well as other relevant documents
concerning the proposed transaction. The Registration Statement
was declared effective on June23, 2017. A definitive joint proxy
statement/prospectus will be mailed to stockholders of CEC and
CAC on or about June23, 2017. Stockholders are urged to read the
Registration Statement and the 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 joint proxy statement/prospectus
filed with the SEC on June23, 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 regarding the
completion of the Merger.

You are cautioned that the forward-looking statements in this
filing are not guarantees that the Merger will be consummated.
Among the factors that could impact the consummation of the
Merger are: the Merger Agreement may not be approved by the CEC
and CAC stockholders at the respective special meetings, the
other conditions to the closing of the Merger may not be
satisfied, one or more events, changes or other circumstances
that could occur that could give rise to the termination of the
Merger Agreement, CECs and Caesars Entertainment Operating
Company, Inc.s (CEOC) 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 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.

CAESARS ENTERTAINMENT Corp Exhibit
EX-99.1 2 d403070dex991.htm EX-99.1 EX-99.1 Exhibit 99.1   Caesars Entertainment Corporation and Caesars Acquisition Company Announce Effectiveness of S-4 Registration Statement Related to Merger Companies schedule stockholder meetings for July 25,…
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.