8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Date of report (Date of earliest event reported): May 6, 2016 (May 6, 2016)

CAESARS ENTERTAINMENT CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction of Incorporation) 001-10410 (Commission File Number) 62-1411755 (IRS Employer Identification No.)

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))

Item 7.01 Regulation FD Disclosure.

Attached and incorporated herein by reference as Exhibit 99.1 is a copy of the press release of the Company, dated May 6, 2016, reporting the announcement of the Honorable Robert E. Gerber as Chief Restructuring Officer.

The information set forth in this Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of CEC’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.    The following exhibit is being filed herewith:

99.1    Text of press release, dated May 6, 2016.

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.

	CAESARS ENTERTAINMENT CORPORATION
Date: May 6, 2016	By: /s/ SCOTT E. WIEGAND
	Name: Scott E. Wiegand
	Title: Senior Vice President, Deputy General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

Contact:	Media	Investors
	Stephen Cohen	Brian Blackman
	(212) 886-9332	(800) 318-0047

Caesars Entertainment Appoints Chief Restructuring Officer

LAS VEGAS, May 6, 2016 – Caesars Entertainment Corporation (Nasdaq: CZR) (“Caesars Entertainment” or “the Company”) today announced that its Board has appointed the Honorable Robert E. Gerber as Chief Restructuring Officer. The appointment came at the recommendation of Caesars Entertainment’s independent director committee, the Strategic Alternatives Committee. Judge Gerber will report to this Committee and help it carry out its responsibilities, including advising on a potential restructuring of Caesars Entertainment if the Company cannot resolve its differences with Caesars Entertainment Operating Company, Inc. (“CEOC”) and its creditors with regard to CEOC’s restructuring and related litigation against Caesars Entertainment, or if other factors make a potential restructuring of Caesars Entertainment advisable.

“Caesars Entertainment has offered substantial value to CEOC in an effort to end the protracted and expensive bankruptcy proceedings of CEOC,” said Fred Kleisner, Chairman of the Strategic Alternatives Committee. “Despite a proposal that would provide CEOC and its creditors with value that Caesars Entertainment believes would be more than sufficient to address the findings of the Examiner, as well as settle the ongoing guarantee litigation pending against the Company, there remains disagreement between the parties, over how to quantify and allocate this value.”

Caesars Entertainment believes that Judge Gerber will be instrumental in assisting the Strategic Alternatives Committee in its efforts. Judge Gerber has extensive experience with large and complex bankruptcy proceedings. He was a United States Bankruptcy Judge for the Southern District of New York for more than 15 years, presiding over a wide variety of complex Chapter 11, Chapter 15, Section 304 and SIPA cases — including 10 with over $1 billion in debt. Judge Gerber was named as one of the nation’s outstanding bankruptcy judges six times. Prior to that, he practiced with Fried, Frank, Harris, Shriver & Jacobson in New York, specializing in securities and commercial litigation and, thereafter, bankruptcy litigation and counseling.

Caesars Entertainment’s Strategic Alternatives Committee is presently comprised of three independent directors, is advised by its own legal and financial advisors and is charged with exploring, evaluating and reviewing potential strategic alternatives and contingency planning for Caesars Entertainment as it relates to the ongoing bankruptcy proceedings of CEOC and the related litigation pending against Caesars

Entertainment. The Committee also oversees the Company’s involvement in CEOC’s bankruptcy proceedings.

Since the commencement of CEOC’s bankruptcy, Caesars Entertainment and its affiliates have spent in excess of $345 million on legal and professional fees associated with the restructuring. In its first-quarter earnings report Thursday, in which management announced record operating results, Caesars Entertainment noted that while the cash forecast at the Company currently contemplates liquidity to be sufficient through the end of the year, Caesars Entertainment’s cash balance will be consumed by expenses associated with the CEOC restructuring unless it identifies additional sources of liquidity to meet ongoing obligations as well as to meet its commitments to support the CEOC restructuring. As noted in the earnings report, if Caesars Entertainment is unable to obtain additional sources of cash when needed, in the event of a material adverse ruling on one or all of our ongoing litigation matters, or if CEOC does not emerge from bankruptcy on a timely basis on terms and under circumstances satisfactory to Caesars Entertainment, it is likely that Caesars Entertainment would seek reorganization under Chapter 11 of the Bankruptcy Code.

About Caesars Entertainment Corporation

Caesars Entertainment Corporation (“CEC”) is the world's most diversified casino-entertainment provider and the most geographically diverse U.S. casino-entertainment company. CEC is mainly comprised of the following three entities: the majority owned operating subsidiary Caesars Entertainment Operating Company, wholly owned Caesars Entertainment Resort Properties and Caesars Growth Properties, in which we hold a variable economic interest. Since its beginning in Reno, Nevada, 75 years ago, CEC has grown through development of new resorts, expansions and acquisitions and its portfolio of subsidiaries now operate 50 casinos in 13 U.S. states and five countries. The Company's affiliated resorts operate primarily under the Caesars®, Harrah's® and Horseshoe® brand names. CEC's portfolio also includes the London Clubs International family of casinos. CEC 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. The Company is committed to environmental sustainability and energy conservation and recognizes the importance of being a responsible steward of the environment. For more information, please visit www.caesars.com.

Forward Looking Statement

This release 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 , “likely” , and “forecast” or the negative or other variations thereof or comparable terminology. In particular, they include statements relating to, among other things, future actions that may be taken by CEC and the sufficiency of CEC’s cash balances for the remainder of 2016. 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 Securities and Exchange: CEC’s ability (or inability) to secure additional liquidity to meet its ongoing obligations and its commitments to support the CEOC restructuring as necessary, CEC’s financial obligations exceeding or becoming due

earlier than what is currently forecast and risk associated with the CEOC restructuring and related litigation.