Caesars Entertainment Corporation (NASDAQ:CZR) Files An 8-K Other Events
Item8.01 Other Events.
On June27, 2017, senior management of Caesars Entertainment
Corporation (CEC) will begin using the investor
presentation attached as Exhibit 99.1 (the Investor
Presentation) to this report in connection with meetings with
existing and prospective investors. The Investor Presentation,
which includes updates regarding expected financial results, is
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 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, CEC and CAC
filed with the Securities and Exchange Commission (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 was declared effective on June23, 2017. A definitive
joint proxy statement/prospectus was 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, 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, proposed,
may, expect 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 projected results of operations. 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 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 exhibit is being filed herewith: |
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| 99.1 | Investor Presentation. |
CAESARS ENTERTAINMENT Corp ExhibitEX-99.1 2 d405765dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Caesars Entertainment Safe Harbor Statement Company) Certain information constitutes in this forward presentation -looking and information discussed within by management the meaning of of Caesars the Private Entertainment Securities Litigation Corporation Reform (CEC Act of or 1995 the . You can will,…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.