-----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, PbYpzGosEEZ/bapzJQcezX4ctuq78nWN+CTueaqvES+Ce+4KsTad67+QS9Vsmmzu 1Juztr5AgKVjW3Edd3jlfg== 0001181431-10-057705.txt : 20101124 0001181431-10-057705.hdr.sgml : 20101124 20101124212333 ACCESSION NUMBER: 0001181431-10-057705 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101122 FILED AS OF DATE: 20101124 DATE AS OF CHANGE: 20101124 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BONDERMAN DAVID CENTRAL INDEX KEY: 0000860866 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10410 FILM NUMBER: 101216081 MAIL ADDRESS: STREET 1: C/O COSTAR GROUP INC STREET 2: 7475 WISCONSIN AVENUE #600 CITY: BETHESDA STATE: MD ZIP: 20814 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 rrd292174.xml FORM 4 X0303 4 2010-11-22 0 0000858339 CAESARS ENTERTAINMENT Corp N/A 0000860866 BONDERMAN DAVID C/O TPG CAPITAL, L.P. 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 1 0 0 0 Non-Voting Perpetual Preferred Stock, par value $0.01 per sh 2010-03-29 4 J 0 15352275 D 0 I See Footnote Non-Voting Common Stock, par value $0.01 per share 2010-03-29 4 J 0 15352275 A 46740000 I See Footnote Non-Voting Common Stock, par value $0.01 per share 2010-11-22 4 J 0 46740000 D 0 I See Footnotes Voting Common Stock, par value $0.01 per share 2010-11-22 4 J 0 10 D 0 I See Footnotes Common Stock, par value $0.01 per share 2010-11-22 4 A 0 46740000 A 46740000 I See Footnotes Common Stock, par value $0.01 per share 2010-11-23 4 A 0 2203964.55 A 48943964.55 I See Footnotes On March 29, 2010, holders of a majority of the non-voting perpetual preferred stock (the "Preferred Stock") of Caesars Entertainment Corporation (the "Corporation") voted to convert all of the Preferred Stock to non-voting common stock, par value $0.01 per share (the "Non-Voting Common Stock") (the "Conversion") on a 1 for 1 ratio. As a result of the Conversion, the Corporation issued an amount of 15,352,275 additional shares of Non-Voting Common Stock to the Sponsors (as defined below). The Form 3 filed for Mr. Bonderman with the SEC on February 7, 2008, incorrectly reported (i) the amount of shares of Preferred Stock beneficially owned as 15,351,275, not 15,352,275 shares and (ii) the amount of shares of Non-Voting Common Stock as 31,387,726, not 31,387,725. On November 22, 2010, the Corporation (a) reclassified its outstanding shares of 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 non-economic voting common stock (the "Voting Common Stock") that was previously held by Hamlet Holdings LLC ("Holdings") (collectively, the "Reclassification"). Pursuant to an investment and exchange agreement entered into with affiliates of TPG Hamlet Holdings, LLC ("TPG Hamlet Holdings"), TPG Hamlet Holdings B, LLC ("TPG Hamlet Holdings B" and, together with TPG Hamlet Holdings, the "TPG Entities"), Co-Invest Hamlet Holdings B, LLC ("Co-Invest B"), and Co-Invest Hamlet Holdings, Series LLC ("Co-Invest Series" and, together with Co-Invest B, the "Co-Invest Entities" and, together with the TPG Entities, the "Sponsors") and certain other parties, on November 23, 2010, the Sponsors exchanged $94,481,000 aggregate principal amount of 5.625% senior notes due 2015, $46,449,000 aggregate principal amount of 6.50% senior notes due 2016, and $74,863,000 aggregate principal amount of 5.75% senior notes due 2017, in exchange for an aggregate 2,203,964.55 shares of Common Stock (the "Exchange" and, together with the Reclassification, the "Transaction"). The Sponsors directly hold 48,942,560 shares of Common Stock, subject to an irrevocable proxy granted by the Sponsors to Holdings vesting sole voting and sole dispositive power with respect to such shares in Holdings. Messrs. Bonderman and Coulter are also members of Holdings. Messrs. Bonderman and Coulter are officers, directors and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("TPG Advisors"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P, which is the sole member of TPG GenPar V Advisors, LLC, which is the general partner of TPG GenPar V, L.P. ("TPG GenPar V"), which is the general partner of TPG V Hamlet AIV, L.P, which is the managing member of TPG Hamlet. TPG GenPar V is also the managing member of TPG Hamlet B. TPG GenPar V is also a managing member of each of Co-Invest B and Co-Invest Series. Pursuant to Rule 16a-1(a)(2)(ii)(B) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), Messrs. Bonderman and Coulter may each be deemed to be the beneficial owner of the Common Stock beneficially owned by the Sponsors only to the extent of the greater his direct or indirect interest in the profits or capital account of TPG Advisors. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that Messrs. Bonderman and Coulter are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any Common Stock owned by the Sponsors in excess of such amount. Pursuant to Rule 16a-1(a)(2)(ii)(B) of the Exchange Act, Mr. Bonderman may be deemed to be the beneficial owner of the Voting Common Stock and the Non-Voting Common Stock owned by Holdings only to the extent of the greater 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. Bonderman is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities owned by Holdings in excess of such amount. Pursuant to Rule 16a-1(a)(2)(ii)(B) of the Exchange Act, Mr. Bonderman may be deemed to be the beneficial owner of the Preferred Stock and the Non-Voting Common Stock that were owned by Sponsors only to the extent of the greater his direct or indirect interest in the profits or capital account of the Sponsors. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that Mr. Bonderman is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities that were owned by the Sponsors in excess of such amount. 9. Ronald Cami is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated July 1, 2010, which was filed previously with the SEC. /s/ Ronald Cami on behalf of David Bonderman (9) 2010-11-24 -----END PRIVACY-ENHANCED MESSAGE-----