Caesars Entertainment Corporation (NASDAQ:CZR) Files An 8-K Other Events
Item8.01 Other Events.
On April25, 2017, Caesars Entertainment Corporation (CEC)
and Caesars Acquisition Company (CAC) issued a joint press
release announcing the pricing of senior secured credit
facilities in an aggregate principal amount of approximately
$1.45billion for Caesars Growth Properties Holdings, LLC, a
wholly-owned subsidiary of Caesars Growth Partners, LLC, a joint
venture between CEC and CAC, consisting of an approximately
$1.3billion term loan facility (the Term Facility) and a
$150million revolving credit facility. A copy of the joint press
release is attached hereto as Exhibit 99.1 and is incorporated
into this report by reference.
The closing of the transactions is anticipated to occur during
the week of April 24, 2017, subject to the negotiation and
execution of definitive documentation and satisfaction of other
customary closing conditions. In addition, approximately $175
million of the proceeds of the Term Facility will be held in
escrow until the receipt of all required regulatory approvals, at
which time the escrowed proceeds will be released to repay the
property specific term loan encumbering The Cromwell, but no
earlier than May 3, 2017. If such approvals are not obtained
within ninety days, such portion of the proceeds of the Term
Facility will be repaid and The Cromwells property specific loan
will remain outstanding.
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, anticipated, and proposed 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 timing of the
release of the escrowed proceeds and closing of the add-on and
pricing transactions. 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 and CGPH
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
Securities and Exchange Commission (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, on March13, 2017, CEC and CAC filed with 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 definitive proxy statement filed with the SEC
on April12, 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:
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Exhibit No. |
Description |
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| 99.1 | Joint Press Release. |
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 up +0.05 at 10.00 with 2,759,457 shares trading hands.