Caesars Entertainment Corporation (NASDAQ:CZR) Files An 8-K Other Events
Item8.01 Other Events.
On March17, 2017, Caesars Entertainment Corporation (CEC)
issued a press release announcing that the Maryland Lottery and
Gaming Control Commission had approved its proposed merger (the
Merger) with Caesars Acquisition Company (CAC). A
copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated into this report 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. In connection with the Merger, CEC and CAC
filed with the Securities and Exchange Commission (the
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 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 the joint proxy statement/prospectus filed with
the SEC on March13, 2017 and the definitive proxy statement filed
on March24, 2016, 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. These statements contain
words such as, will, would, expect, and propose or the negative
or other variations thereof or comparable terminology.
These forward-looking statements, including, without limitation,
those relating to the Merger or the transactions contemplated by
the Third Amended Joint Plan of Reorganization (the Plan) of
Caesars Entertainment Operating Company, Inc. (CEOC), CEOCs
emergence and expected timing thereof, future actions that may be
taken by CEC and others with respect thereto, the completion of
the Merger and the financial position and actions of CEC
post-emergence, wherever they occur in this filing, are based on
CEC managements current expectations and projections about future
events and are necessarily estimates reflecting the best judgment
of management and involve a number of risks and uncertainties
that could cause actual results to differ materially from those
suggested by the forward-looking statements.
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 of CEC may differ materially
from that 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:
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the Merger Agreement, as amended, may not be approved by the CEC and CAC stockholders, respectively, at the respective special meetings or the failure to satisfy any of the other closing conditions of the Merger Agreement, as amended; |
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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, as amended; |
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the Merger is subject to the substantially contemporaneous consummation of the Plan and the Plan is subject to a number of conditions which are not under CECs control; |
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CECs ability (or inability) to secure additional liquidity to meet its ongoing obligations and its commitments to support the restructuring of CEOC as necessary; |
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CECs financial obligations exceeding or becoming due earlier than what is currently forecast and other risks associated with the restructuring of CEOC and related litigation; and |
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the price of, market for and potential market price volatility of CECs common stock. |
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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ExhibitNo. |
Description |
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| 99.1 | Press Release. |
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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. Caesars Entertainment Corporation (NASDAQ:CZR) Recent Trading Information
Caesars Entertainment Corporation (NASDAQ:CZR) closed its last trading session 00.00 at 9.45 with 665,040 shares trading hands.
