rrd261973_295643.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QLUwB5KcxpxZB9eDtG5RHq0I1OHEfXdOub5gfTlOameJJGb5j4+fW/eejI/ViNUJ EVjgem3X1ONbqTeyakxGPg== 0001181431-10-057702.txt : 20101124 0001181431-10-057702.hdr.sgml : 20101124 20101124212040 ACCESSION NUMBER: 0001181431-10-057702 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101122 FILED AS OF DATE: 20101124 DATE AS OF CHANGE: 20101124 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COSLET JONATHAN J CENTRAL INDEX KEY: 0001180379 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10410 FILM NUMBER: 101216076 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CAESARS ENTERTAINMENT Corp CENTRAL INDEX KEY: 0000858339 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 621411755 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE CAESARS PALACE DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7024076000 MAIL ADDRESS: STREET 1: ONE CAESARS PALACE DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89109 FORMER COMPANY: FORMER CONFORMED NAME: HARRAHS ENTERTAINMENT INC DATE OF NAME CHANGE: 19950727 FORMER COMPANY: FORMER CONFORMED NAME: PROMUS COMPANIES INC DATE OF NAME CHANGE: 19920703 4 1 rrd292176.xml FORM 4 X0303 4 2010-11-22 0 0000858339 CAESARS ENTERTAINMENT Corp N/A 0001180379 COSLET JONATHAN J C/O TPG CAPITAL, L.P. 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 1 0 0 0 Voting Common Stock, par value $0.01 per share 2010-11-22 4 J 0 10 D 0 I See Footnotes No Common Stock beneficially owned 0 I See Footnotes Jonathan Coslet is currently a member of Hamlet Holdings LLC ("Holdings"), which directly held the shares of the non-economic voting common stock (the "Voting Common Stock") of the Issuer. Pursuant to Rule 16a-1(a)(2)(ii)(B) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Jonathan Coslet may be deemed to be the beneficial owner of the Voting Common Stock that was beneficially owned by Holdings only to the extent of the greater of his direct or indirect interest in the profits or capital account of Holdings. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that Mr. Coslet is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any Voting Common Stock owned by Holdings in excess of such amount. On November 22, 2010, the Issuer (a) reclassified its outstanding non-voting common stock, par value $0.01 per share ("Non-Voting Common Stock"), into a new class of voting common stock, par value $0.01 per share (the "Common Stock"), and (b) cancelled its existing class of Voting Common Stock that was previously held by Holdings. Mr. Coslet is a Senior Partner of TPG Capital, L.P., which is affiliated with Co-Invest Hamlet Holdings, Series LLC, Co-Invest Hamlet Holdings B, LLC, TPG Hamlet Holdings B, LLC, and TPG Hamlet Holdings, LLC (collectively, the "Sponsors"), which, collectively, directly hold 48,943,964.55 shares of Common Stock, and is also a member and an officer of Holdings. Based on an irrevocable proxy granted to Holdings by the Sponsors and certain affiliates of Apollo Management, L.P. that vests sole voting and sole dispositive power with respect to such shares to Holdings, Holdings beneficially owns 64,153,667.34 shares of Common Stock. Mr. Coslet disclaims beneficial ownership of (i) all of the Common Stock that is or may be held by the Sponsors and (ii) all of the Common Stock that is or may be beneficially owned by Holdings. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this report shall not be deemed an admission that Mr. Coslet is the beneficial owner of any equity securities of the Issuer for purposes of Section 16 of the Exchange Act or otherwise. (6) Ronald Cami is signing on behalf of Mr. Jonathan J. Coslet pursuant to an authorization and designation letter dated July 1, 2010, which is attached here as an exhibit. /s/ Ronald Cami on behalf of Jonathan J. Coslet (6) 2010-11-24 EX-24. 2 rrd261973_295643.htm POWER OF ATTORNEY rrd261973_295643.html

[LOGO OF TPG]
                                  July 1, 2010

Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

     This letter confirms that Ronald Cami and John E. Viola are authorized and
designated to sign all securities related filings with the Securities and
Exchange Commission, including Forms 3, 4 and 5, on my behalf. This
authorization and designation shall be valid for three years from the date of
this letter.

                                        Very truly yours,

                                        /s/ Jonathan Coslet
                                        ---------------------------------------
                                        Jonathan Coslet

              301 Commerce Street, Suite 3300, Fort Worth, TX 76102
                         817-871-4000 T ~ 817-871-4088 F

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