Caesars Entertainment Corporation (NASDAQ:CZR) Files An 8-K Other Events
Item8.01
| Other Events. |
On April 12, 2017, Caesars Growth Properties Holdings, LLC
(CGPH), a wholly-owned subsidiary of Caesars Growth
Partners, LLC, a joint venture between Caesars Entertainment
Corporation (CEC) and Caesars Acquisition Company
(CAC), announced its intent to seek a repricing of its
existing $1.14billion term loan B due 2021 as well as to raise a
$175million add-on term loan to repay all outstanding amounts
under The Cromwells property-specific term loan. CEC is filing as
Exhibit 99.1 to this Current Report on Form 8-K the lender
presentation that was provided on April 12, 2017 to CGPHs lenders
and potential lenders, which 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. These statements contain
words such as, will, would, expect, 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 (as defined below)
and the financial position and actions of CEC post-emergence.
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 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 (as defined below), 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.
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
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).
2
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 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.
| Item9.01 | Financial Statements and Exhibits. |
(d)Exhibits. The following exhibit is being filed
herewith:
|
Exhibit No. |
Description |
|
| 99.1 | Lender Presentation. |
3
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 down -0.10 at 9.70 with 605,141 shares trading hands.