Current Report Filing (8-k)
November 15 2016 - 7:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
November 15, 2016 (November 14, 2016)
Date of Report (Date of earliest event reported)
Caesars
Entertainment Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-10410
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62-1411755
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(State of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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One Caesars Palace Drive
Las Vegas, Nevada 89109
(Address of principal executive offices) (Zip Code)
(702) 407-6000
(Registrants telephone number, including area code)
N/A
(Former Name or
Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into Material Definitive Agreement.
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On November 14, 2016, Caesars
Entertainment Corporation (
CEC
), Caesars Entertainment Operating Company, Inc., a majority owned subsidiary of CEC (
CEOC
and, together with its debtor subsidiaries and CEC, the
Caesars
Parties
), the Official Committee of Second Priority Noteholders and certain holders of claims (the
Consenting Creditors
) in respect of CEOCs 11.25% Senior Secured Notes due 2017, CEOCs 8.5% Senior Secured
Notes due 2020 and CEOCs 9% Senior Secured Notes due 2020 agreed on the remaining terms of the Sixth Amended and Restated Restructuring Support and Forbearance Agreement, dated as of October 4, 2016, among the Caesars Parties and the
Consenting Creditors party thereto (the
First Lien Bond RSA
). These terms are reflected in Exhibit B to the First Lien Bond RSA, Annex II of Exhibit B and Annex VIII of Exhibit B, and include, among other things, provisions
regarding capital expenditures under the leases between CEOC as a restructured operating company (
OpCo
) and CEOC as a restructured property company (
PropCo
) as well as details regarding the call right to PropCo
to purchase the real property and the related fixtures associated with the Harrahs Laughlin, Harrahs Atlantic City and Harrahs New Orleans properties. Pursuant to the terms of the First Lien Bond RSA, the First Lien Bond RSA is no
longer subject to the Automatic Termination (as defined in the First Lien Bond RSA).
The First Lien Bond RSA, conformed to include
updated exhibits that reflect the newly agreed upon terms, is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Important Additional
Information
On July 9, 2016, CEC and Caesars Acquisition Company (
CAC
) entered into an Amended and Restated
Agreement and Plan of Merger (the
Merger Agreement
), pursuant to which, 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 will file with the Securities and Exchange Commission (the
SEC
) a Registration Statement on Form S-4 that will include a joint proxy statement/prospectus, as well as other relevant documents concerning the proposed
transaction. Stockholders are urged to read the Registration Statement and joint proxy statement/prospectus regarding the Merger when it becomes available 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).
Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits
. The following exhibit is being
filed herewith:
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Exhibit No.
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Description
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10.1
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Sixth Amended and Restated Restructuring Support and Forbearance Agreement, dated as of October 4, 2016, among Caesars Entertainment Operating Company, Inc., on behalf of itself and the subsidiary loan parties party thereto, Caesars
Entertainment Corporation and each of the holders of First Lien Bond Claims party thereto (conformed to reflect additional agreements among the parties as of November 14, 2016).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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CAESARS ENTERTAINMENT CORPORATION
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Date: November 15, 2016
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By:
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/s/ S
COTT
E. W
IEGAND
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Name:
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Scott E. Wiegand
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Title:
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Senior Vice President, Deputy General Counsel and Corporate Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Sixth Amended and Restated Restructuring Support and Forbearance Agreement, dated as of October 4, 2016, among Caesars Entertainment Operating Company, Inc., on behalf of itself and the subsidiary loan parties party thereto, Caesars
Entertainment Corporation and each of the holders of First Lien Bond Claims party thereto (conformed to reflect additional agreements among the parties as of November 14, 2016).
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