CAESARS ENTERTAINMENT Corp (Form: 8-K, Received: 11/29/2019 09:16:18)

Date: November 29, 2019

CAESARS ENTERTAINMENT CORPORATION

/s/ Renee Becker

Renee Becker, Vice President and Chief Counsel, Corporate & Securities, Assistant Secretary

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

Date of Report (Date of earliest event reported): November 29, 2019 (November 27, 2019)

Caesars Entertainment Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-10410

62-1411755

(State of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

One Caesars Palace Drive

Las Vegas, Nevada 89109

(Address of principal executive offices)

(Zip Code)

(702) 407-6000

(Registrant’s 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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, $0.01 par value

CZR

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

On November 27, 2019, Caesars Entertainment Corporation (the “Company”) and Delaware Trust Company, as trustee (“the Trustee”), entered into a first supplemental indenture, dated as of November 27, 2019 (the “Supplemental Indenture”) to the indenture, dated October 6, 2017 (the “Indenture”), governing the Company’s 5.00% Convertible Senior Notes due 2024 (the “Notes”) pursuant to the Company’s previously announced solicitation of consents (the “Consent Solicitation”) with respect to the proposed amendments (the “Proposed Amendments”) to the Indenture, which expired at 5:00 p.m., New York City time, on November 27, 2019.

The Proposed Amendments relate to the previously announced agreement and plan of merger (the “Merger Agreement”), dated June 24, 2019, by and among the Company, Eldorado Resorts, Inc. and Colt Merger Sub, Inc., pursuant to which, Eldorado Resorts, Inc. will acquire the Company and the Company will become a wholly-owned subsidiary of Eldorado Resorts, Inc. (the “Acquisition”). The Proposed Amendments amend the Indenture to expressly permit the Acquisition and the other transactions contemplated by the Merger Agreement (including the related financing transactions) and, subject to the consummation of the Acquisition, delete the restrictions contained in Sections 4.02 (Reports and Other Information), 4.03 (Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock), 4.04 (Limitation on Restricted Payments), 4.05 (Dividend and Other Payment Restrictions Affecting Subsidiaries) 4.06 (Asset Sales), 4.07 (Transactions with Affiliates), 4.09 (Compliance Certificate), 4.10 (Further Instruments and Acts), 4.12 (Liens), 4.13 (Business Activities), 4.15 (Payments for Consents) and 5.01 (When Issuer may Merge or Transfer Assets) of the Indenture for the purpose of providing additional operating flexibility after the consummation of the Acquisition.

The Supplemental Indenture became effective upon execution thereof, but the Proposed Amendments will not become operative until payment of the applicable consent fee. If the consent fee is not paid pursuant to the Consent Solicitation, the Proposed Amendments will not become operative and be deemed to have been revoked retroactively to the date of the Supplemental Indenture. Upon the Proposed Amendments becoming effective and operative, all the beneficial owners of an interest in the Notes and their respective transferees will be bound by the terms thereof, even if they did not deliver consents to the Proposed Amendments. For the avoidance of doubt, although the Consent Solicitation is not conditioned on the consummation of the Acquisition, the Proposed Amendments will only result in the elimination of the specified covenants upon consummation of the Acquisition.

The foregoing description of the Supplemental Indenture is a summary and is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is attached hereto as Exhibit 4.1 and is incorporated by reference into this Item 1.01.

Item 8.01.

Other Events.

On November 27, 2019, the Company issued a press release announcing the expiration of the previously announced Consent Solicitation, the receipt of the requisite consents to approve the Proposed Amendments, and the entry into the Supplemental Indenture in connection therewith. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

	4.1	First Supplemental Indenture, dated November 27, 2019 between Caesars Entertainment Corporation and Delaware Trust Company, as trustee.

	99.1	Press Release dated November 27, 2019.

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Exhibit 4.1

CAESARS ENTERTAINMENT CORPORATION

AND

DELAWARE TRUST COMPANY,

as Trustee

FIRST SUPPLEMENTAL INDENTURE

November 27, 2019

5.00% Convertible Senior Notes Due 2024

FIRST SUPPLEMENTAL INDENTURE, dated as of November 27, 2019 (this “Supplemental Indenture”), between Caesars Entertainment Corporation, a Delaware corporation (the “Company”), and Delaware Trust Company, as trustee (the “Trustee”), to the Indenture, dated as of October 6, 2017 (the “Original Indenture”), between the Company and the Trustee.

WHEREAS, the Company has heretofore executed and delivered the Original Indenture, pursuant to which the Company issued its 5.00% Convertible Senior Notes Due 2024 (the “Notes”);

WHEREAS, the Company has solicited consents (each a “Consent” and collectively the “Consents”) of Holders to the amendments of the Original Indenture and to the Notes set forth in Article II of this Supplemental Indenture (the “Amendments”) upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated November 18, 2019 (as amended by the Supplement to the Consent Solicitation Statement dated November 25, 2019, the “Consent Solicitation Statement”);

WHEREAS, Section 9.02 of the Original Indenture provides that the Company and the Trustee may amend or supplement the Original Indenture with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding;

WHEREAS, subject to the provision of Section 13.06 of the Original Indenture, the Company has received and delivered to the Trustee written evidence of the Consents from Holders of at least a majority of the current outstanding principal amount of the Notes to effect the Amendments;

WHEREAS, the Board of Directors of the Company by resolutions (the “Resolutions”) adopted on November 7, 2019 has duly authorized, on behalf of the Company, this Supplemental Indenture and the Company has delivered the Resolutions to the Trustee;

WHEREAS, in connection with the execution and delivery of this Supplemental Indenture, the Trustee has received an Officer’s Certificate and an Opinion of Counsel as contemplated by Section 9.06 of the Original Indenture; and

WHEREAS, the Company has (i) requested and hereby requests that the Trustee execute and deliver this Supplemental Indenture and (ii) satisfied all requirements necessary to make this Supplemental Indenture a valid and binding instrument, enforceable against the Company in accordance with its terms.

WITNESSETH:

NOW THEREFORE, each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions in the Supplemental Indenture. Unless otherwise specified herein or the context otherwise requires:

(a) a term defined in the Original Indenture has the same meaning when used in this Supplemental Indenture unless the definition of such term is amended or supplemented pursuant to this Supplemental Indenture;

(b) the terms defined in this Article and in this Supplemental Indenture include the plural as well as the singular;

(c) unless otherwise stated, a reference to a Section or Article is to a Section or Article of this Supplemental Indenture; and

(d) Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 1.2. Definitions in the Original Indenture.

(a) The Original Indenture is hereby amended and supplemented by adding the following additional definition to Section 1.01 of the Original Indenture in the appropriate alphabetical order:

““Transactions” shall mean the transactions contemplated under the Agreement and Plan of Merger, dated as of June 24, 2019, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of August 15, 2019, and as it may be further amended from time to time, by and among Caesars Entertainment Corporation, Eldorado Resorts, Inc. and Colt Merger Sub, Inc., including without limitation all related financing transactions.”

ARTICLE II

AMENDMENTS TO THE ORIGINAL INDENTURE

Section 2.1. The Original Indenture is hereby amended to insert new Sections 4.19 and 4.20 to read as follows and the corresponding changes shall be made to the Original Indenture’s Table of Contents:

“Section 4.19. Transactions Permitted. Notwithstanding any other provision of this Indenture, the Transactions and the consummation thereof are, for the avoidance of doubt, permitted under and not prohibited by this Indenture and shall not result in any Default or Event of Default under this Indenture. For the avoidance of doubt, none of the requirements or conditions set forth in Articles IV or V will apply with respect to the Transactions. Notwithstanding anything to the contrary herein, for the purposes of Articles X and XI hereof, the consummation of the Transactions shall be deemed to constitute a Fundamental Change and Make-Whole Fundamental Change.”

“Section 4.20. Covenant Fall-Away. Immediately after the consummation of the Transactions, the following provisions shall fall-away and shall be of no further force and effect and the Issuer and the Restricted Subsidiaries shall no longer be subject to such provisions: Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.09, 4.10, 4.12, 4.13, 4.15 and 5.01.”

ARTICLE III

MISCELLANEOUS

Section 3.1. Operativeness of Amendments. This Supplemental Indenture will become effective immediately upon its execution and delivery by the parties hereto but the Amendments set forth in Article II of this Supplemental Indenture will not become operative unless and until the Consent Fee (as defined in the Consent Solicitation Statement) with respect to the Notes is paid in accordance with the terms and conditions of the Consent Solicitation Statement.

Section 3.2. Ratification of Original Indenture. The Original Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Original Indenture in the manner and to the extent herein and therein provided.

Section 3.3. Trustee Not Responsible for Recitals. The recitals and statements herein contained are made solely by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity, adequacy or sufficiency of this Supplemental Indenture. All of the provisions contained in the Original Indenture in respect of the rights, privileges, protections, benefits, immunities, powers, and duties of the Trustee shall be applicable in respect of this Supplemental Indenture as fully and with like force and effect as though set forth in full herein.

Section 3.4. Governing Law. THIS SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.5. Multiple Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of this Indenture and of signature pages by facsimile or electronic (i.e., “pdf” or “tif”) transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic (i.e., “pdf” or “tif”) transmission shall be deemed to be their original signatures for all purposes.

Section 3.6. Headings. The headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

Section 3.7. Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.


CAESARS ENTERTAINMENT CORPORATION, as Issuer

By:		/s/ Eric Hession
Name:		Eric Hession
Title:		Executive Vice President and Chief
		Financial Officer

DELAWARE TRUST COMPANY, as Trustee

By:		/s/ Benjamin Hancock
Name:		Benjamin Hancock
Title:		Assistant Vice President

SIGNATURE PAGE TO FIRST SUPPLEMENTAL INDENTURE

Exhibit 99.1

LOGO

Caesars Entertainment Corporation Announces Expiration of Consent

Solicitation and Receipt of Requisite Consents With Respect To

Its 5.00% Convertible Senior Notes due 2024

LAS VEGAS – (PRNewswire) – November 27, 2019 – Caesars Entertainment Corporation (NASDAQ: CZR) today announced that the previously announced solicitation of consents (the “Consent Solicitation”) with respect to the adoption of certain proposed amendments (the “Proposed Amendments”) to the indenture, dated October 6, 2017 (the “Indenture”), governing its 5.00% Convertible Senior Notes due 2024 (the “Notes”), expired at 5:00 p.m., New York City time, on November 27, 2019 (the “Expiration Time”). As of the Expiration Time, Caesars Entertainment Corporation had received valid consents in respect of at least a majority of the aggregate principal amount of all outstanding Notes (except that Notes owned by Caesars Entertainment Corporation or by any person directly or indirectly controlling or controlled by or under director or indirect common control with Caesars Entertainment Corporation were disregarded and deemed not to be outstanding for purposes of the Consent Solicitation) (the “Requisite Consents”) to amend the Indenture to adopt the Proposed Amendments.

The Proposed Amendments relate to the previously announced Agreement and Plan of Merger, dated as of June 24, 2019, by and among Caesars Entertainment Corporation, Eldorado Resorts, Inc. and Colt Merger Sub, Inc., (as amended and as it may be further amended from time to time, the “Merger Agreement”). Pursuant to, and subject to the terms and conditions of, the Merger Agreement, through one or more transactions, Eldorado Resorts, Inc. will acquire Caesars Entertainment Corporation (the “Acquisition”) and Caesars Entertainment Corporation will become a wholly-owned subsidiary of Eldorado Resorts, Inc. The Proposed Amendments amend the Indenture to expressly permit the Acquisition and the other transactions contemplated by the Merger Agreement (including the related financing transactions) and, subject to the consummation of the Acquisition, delete the restrictions contained in Sections 4.02 (Reports and Other Information), 4.03 (Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock), 4.04 (Limitation on Restricted Payments), 4.05 (Dividend and Other Payment Restrictions Affecting Subsidiaries) 4.06 (Asset Sales), 4.07 (Transactions with Affiliates), 4.09 (Compliance Certificate), 4.10 (Further Instruments and Acts), 4.12 (Liens), 4.13 (Business Activities), 4.15 (Payments for Consents) and 5.01 (When Issuer may Merge or Transfer Assets) of the Indenture for the purpose of providing additional operating flexibility after the consummation of the Acquisition. No changes will occur with respect to the terms of the Notes as a result of the Proposed Amendments, other than as specifically provided for in the consent solicitation statement, dated November 18, 2019 (as amended by the supplement to the consent solicitation statement dated November 25, 2019 the “Consent Solicitation Statement”).

Beneficial owners of Notes whose consents were validly delivered and not validly revoked prior to the Expiration Time will receive a consent fee of $0.026 in cash per $1.00 principal amount of Notes. Beneficial owners of Notes who did not consent prior to the Expiration Time will not receive the applicable consent fee. Upon the satisfaction or waiver of the conditions as described in the Consent Solicitation Statement, Caesars Entertainment Corporation will pay the applicable consent fee to the consenting beneficial owners.

On November 27, 2019, Caesars Entertainment Corporation and Delaware Trust Company, as trustee, entered into a supplemental with respect to the indenture reflecting the Proposed Amendments (the “Supplemental Indenture”). The Supplemental Indenture became effective upon its execution and delivery, but the Proposed Amendments will become operative only after the applicable consent fees are paid. For the avoidance of doubt, although the Consent Solicitation is not conditioned on the consummation of the Acquisition, the Proposed Amendments will only result in the elimination of the specified covenants in the Consent Solicitation Statement upon the consummation of the Acquisition.

Jefferies LLC acted as solicitation agent in connection with the Consent Solicitation. Questions may be directed to Jefferies LLC at (212) 284-8137. Ipreo LLC acted as the information, tabulation and paying agent for the Consent Solicitation. Questions may be directed to Ipreo LLC at (888) 593-9546 (toll free) or (212) 849-3880 (bankers and brokers).

This announcement is neither an offer to purchase nor a solicitation of an offer to sell the Notes and is not a solicitation of consents to the Proposed Amendments. The Consent Solicitation was made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statement. The solicitation of consents was not made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or “blue sky” laws.

About Caesars Entertainment Corporation

Caesars Entertainment Corporation is one of the world’s most diversified casino-entertainment providers and the most geographically diverse U.S. casino-entertainment company. Since its beginning in Reno, Nevada, in 1937, Caesars Entertainment Corporation has grown through development of new resorts, expansions and acquisitions. Caesars Entertainment Corporation’s resorts operate primarily under the Caesars^®, Harrah’s^® and Horseshoe^® brand names. Caesars Entertainment Corporation’s portfolio also includes the Caesars Entertainment Corporation UK family of casinos. Caesars Entertainment Corporation is focused on building loyalty and value with its guests through a unique combination of great service, excellent products, unsurpassed distribution, operational excellence and technology leadership. Caesars Entertainment Corporation is committed to its employees, suppliers, communities and the environment through its PEOPLE PLANET PLAY framework.

FORWARD-LOOKING STATEMENTS

This communication contains “forward-looking statements.” Such statements include, but are not limited to, statements about future financial and operating results, Caesars Entertainment Corporation’s plans, objectives, expectations and intentions with respect to future operations, the Acquisition, the consent solicitation and the Proposed Amendments; and other statements identified by words such as “expect,” “will,” “continue,” “anticipate,” “plan,” “subject to,” “condition,” “may” or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of Caesars Entertainment Corporation’s

management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond Caesars Entertainment Corporation’s control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

In addition to factors previously disclosed in Caesar Entertainment Corporation’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (i) the inability to complete the Acquisition due to the failure to satisfy conditions to completion of the Acquisition, including the receipt of all gaming and other regulatory approvals related to the Acquisition; (ii) uncertainties as to the timing of the completion of the Acquisition and the ability of each party to complete the Acquisition; (iii) disruption of our current plans and operations; (iv) the inability to retain and hire key personnel; (v) competitive responses to the Acquisition; (vi) termination fees and unexpected costs, charges or expenses resulting from the Acquisition; (vii) the outcome of any legal proceedings instituted against us or our directors related to the Acquisition; (viii) delays, challenges and expenses associated with integrating the combined companies’ existing businesses and the indebtedness planned to be incurred in connection with the Acquisition; and (ix) legislative, regulatory and economic developments; (x) our ability to respond to changes in the industry, particularly digital transformation, and to take advantage of the opportunity for legalized sports betting in multiple jurisdictions in the United States (which may require third-party arrangements and/or regulatory approval); (xi) compliance with the extensive laws and regulations to which we are subject, including applicable gaming laws, the Foreign Corrupt Practices Act and other anti-corruption laws, and the Bank Secrecy Act and other anti-money laundering laws; (xii) abnormal gaming holds (“gaming hold” is the amount of money that is retained by the casino from wagers by customers); (xiii) risks and uncertainties associated with the successful implementation and ramp up of significant new programs, including the ability to manufacture the products to the detailed specifications required and recover start-up costs and other investments in the programs; (xiv) the effects of competition, including locations of competitors, growth of online gaming, competition for new licenses, and operating and market competition; (xv) acts of war or terrorist incidents, severe weather conditions, uprisings, or natural disasters, including losses therefrom, losses in revenues and damage to property, and the impact of severe weather conditions on our ability to attract customers to certain facilities of ours; (xvi) the ability of our customer tracking, customer loyalty, and yield management programs to continue to increase customer loyalty and hotel sales; (xvii) the accuracy of current cost estimates associated with environmental remediation activities; (xviii) the profitable integration of acquired businesses into Caesars Entertainment Corporation’s operations; (xix) the ability to implement our enterprise resource planning systems in a cost-effective and efficient manner, limiting disruption to our business, and allowing us to capture their planned benefits while maintaining an adequate internal control environment; (xx) the ability to recover from cyber-based or other security attacks, information technology failures or other disruptions; (xxi) changes in supplier sales or vendor incentive policies; (xxii) the ability of our suppliers to satisfy their performance obligations; (xxiii) the effects of price increases or decreases; (xxiv) the effects of pension regulations, pension plan assumptions, pension plan asset performance, future contributions and the pension freeze, including the ultimate determination of the U.S. Government’s share of any pension curtailment adjustment calculated in accordance with U.S. Government Cost Accounting Standard 413; (xxv) future levels of indebtedness and capital expenditures; (xxvi) risks and costs associated with protecting the integrity and security of internal, employee, and customer data; (xxvii) the effects of currency exchange rates and

foreign competition on future operations; and (xxviii) other risks and uncertainties set forth in the documents incorporated by reference herein. The information set forth herein speaks only as of the date hereof, and Caesars Entertainment Corporation disclaims any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication.

Source: Caesars Entertainment Corporation

Contact:

Joyce Arpin

Senior Vice President Finance & Treasurer

Phone: (702) 880-4707

Email: jthomas@caesars.com