8-K

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

September 25, 2013 (September 25, 2013)

Date of Report (Date of earliest event reported)

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))

Item 8.01 Other Events

Equity Offering

On September 25, 2013, Caesars Entertainment Corporation (“Caesars”) announced the commencement of an underwritten public offering of 10 million shares of its common stock. Caesars expects to grant the underwriter of the offering an option to purchase up to 1.5 million additional shares of its common stock. A copy of the press release is attached as Exhibits 99.1 to this report, and is incorporated herein by reference.

CMBS Refinancing Transactions

On September 17, 2013, Caesars announced that it had begun a refinancing process for outstanding mortgage loans and mezzanine loans for certain of the subsidiaries of Caesars (the “Existing CMBS Borrowers”) and that the Existing CMBS Borrowers launched an offer to repurchase for cash (the “CMBS Repurchase”) (i) 100% of the aggregate principal amount of mortgage loans at a price of $0.99 per $1.00 of principal plus accrued and unpaid interest and (ii) 100% of the aggregate principal amount of mezzanine loans at a price of $0.90 per $1.00 of principal plus accrued and unpaid interest. The consummation of the CMBS Repurchase is conditioned upon the acceptance by lenders holding at least 65% of the outstanding aggregate principal amount of the mortgage loans and 85% of the outstanding aggregate principal amount of the mezzanine loans.

On September 25, 2013, Caesars announced that the Existing CMBS Borrowers have received sufficient acceptances by lenders of mortgage loans and mezzanine loans to satisfy the minimum lender acceptance condition for the CMBS Repurchase.

In connection with these transactions, on September 18, 2013, certain subsidiaries of Caesars (the “New Borrowers”) launched the syndication of $3,269.5 million of new senior secured credit facilities (the “Senior Facilities”), consisting of a $3,000 million term loan facility and a $269.5 million revolving credit facility, to finance the CMBS Repurchase and refinance (the “Octavius/Linq Repayment”) the $450 million senior secured credit facility entered into by Octavius Linq Holding Co., LLC, an indirect subsidiary of Caesars (“Octavius/Linq Holdings”). Additionally, on September 24, 2013, the New Borrowers launched an offer, through a private placement, of $500 million aggregate principal amount of first-priority senior secured notes due 2020 (the “First Lien Notes”) and $1,350 million aggregate principal amount of second-priority senior secured notes due 2021 (the “Second Lien Notes” and, together with the Senior Facilities and the First Lien Notes, the “New Financing”) to finance the CMBS Repurchase and Octavius/Linq Repayment. The First Lien Notes and the Second Lien Notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside of the United States, only to non-U.S. investors pursuant to Regulation S under the Securities Act.

The CMBS Repurchase, the New Financing and the related transactions are subject to required regulatory approvals, market conditions and negotiated agreements with prospective investors. There can be no assurance that any of these transactions will occur as described or at all. In particular, there can be no assurance that Caesars and the New Borrowers will be able to negotiate the definitive documentation for the New Financing or that the terms of the New Financing will be acceptable to Caesars and the New Borrowers.

Item 9.01 Financial Statements and Exhibits

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

Exhibit No.	Description
99.1	Text of press release, dated September 25, 2013.

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: September 25, 2013	By:	/s/ MICHAEL D. COHEN
		Michael D. Cohen
		Senior Vice President, Deputy General Counsel and Corporate Secretary

Exhibit Index

Exhibit No.	Description
99.1	Text of press release, dated September 25, 2013.

EX-99.1

Exhibit 99.1

Contact:             Gary Thompson – Media Caesars Entertainment Corporation (702) 407-6529 Jennifer Garrison – Investors Caesars Entertainment Corporation (702) 407-6407

Caesars Entertainment Announces Offering of 10 Million Shares of Common Stock

LAS VEGAS – September 25, 2013 – Caesars Entertainment Corporation (“Caesars”) (NASDAQ: CZR) announced today the commencement of an underwritten public offering of 10 million shares of its common stock. Caesars expects to grant the underwriter of the offering an option to purchase up to 1.5 million additional shares of its common stock. Caesars and its financial sponsors, affiliates of TPG Capital LP and Apollo Global Management, LLC, have agreed to a lock-up (subject to certain exceptions) for a period of 60 days after the date of the prospectus supplement for the offering. The offering is subject to market and other customary conditions, and there can be no assurance as to whether or when the offering may be completed.

Credit Suisse Securities (USA) LLC is acting as the sole underwriter for the offering.

The securities described above are being offered by Caesars pursuant to a registration statement on Form S-3 previously filed and declared effective by the Securities and Exchange Commission (the “SEC”). The offering will be made only by means of a prospectus supplement and related prospectus. A copy of the registration statement can be accessed through the SEC’s website. Alternatively, Caesars, the underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Credit Suisse Securities (USA) LLC toll-free at (800) 221-1037, emailing newyork.prospectus@credit-suisse.com or by mail at Attention: Prospectus Department, One Madison Avenue, New York, NY 10010.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Caesars

Caesars Entertainment is the world’s most diversified casino-entertainment company. Since its beginning in Reno, Nevada, more than 75 years ago, Caesars has grown through development of new resorts, expansions, and acquisitions, and now operates casinos on four continents. The company’s resorts operate primarily under the Caesars^®, Harrah’s^®, and Horseshoe^® brand names. Caesars also owns the World Series of Poker^® and the London Clubs International family of casinos. Caesars Entertainment 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 is committed to environmental sustainability and energy conservation and recognizes the importance of being a responsible steward of the environment.

Forward-Looking Statements

This release contains or may contain “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Caesars has based these forward-looking statements on its current expectations about future events. Further, statements that include words such as “may,” “will,” “project,” “might,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” “continue,” or “pursue,” or the negative of these words or other words or expressions of similar meaning may identify forward-looking statements. These forward-looking statements are found at various places throughout this release. These forward-looking statements, including, without limitation, those relating to future actions, new projects, strategies, future performance, the outcome of contingencies such as legal proceedings, and future financial results, wherever they occur in this release, are necessarily estimates reflecting the best judgment of Caesars’ management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements.

Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include without limitation:

• the ability to satisfy the conditions to the closing of the previously announced Caesars Growth Partners transaction, including receipt of required regulatory approvals;

• the Caesars Growth Partners transaction may not consummate on the terms contemplated or at all;

• the impact of Caesars’ substantial indebtedness and the restrictions in Caesars’ debt agreements;

• access to available and reasonable financing on a timely basis, including the ability of Caesars to refinance its indebtedness on acceptable terms;

• the effects of local and national economic, credit, and capital market conditions on the economy, in general, and on the gaming industry, in particular;

• the ability to realize the expense reductions from cost savings programs;

• changes in the extensive governmental regulations to which Caesars and its stockholders are subject, and changes in laws, including increased tax rates, smoking bans, regulations or accounting standards, third-party relations and approvals, and decisions, disciplines, and fines of courts, regulators, and governmental bodies;

• the ability of Caesars’ customer-tracking, customer loyalty, and yield-management programs to continue to increase customer loyalty and same-store or hotel sales;

• the effects of competition, including locations of competitors and operating and market competition;

• the ability to recoup costs of capital investments through higher revenues;

• abnormal gaming holds (“gaming hold” is the amount of money that is retained by the casino from wagers by customers);

• the ability to timely and cost-effectively integrate companies that Caesars acquires into its operations;

• the potential difficulties in employee retention and recruitment as a result of Caesars’ substantial indebtedness or any other factor;

• construction factors, including delays, increased costs of labor and materials, availability of labor and materials, zoning issues, environmental restrictions, soil and water conditions, weather and other hazards, site access matters, and building permit issues;

• litigation outcomes and judicial and governmental body actions, including gaming legislative action, referenda, regulatory disciplinary actions, and fines and taxation;

• acts of war or terrorist incidents, severe weather conditions, uprisings or natural disasters, including losses therefrom, including losses in revenues and damage to property, and the impact

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of severe weather conditions on Caesars’ ability to attract customers to certain of its facilities, such as the amount of losses and disruption to Caesars as a result of Hurricane Sandy in late October 2012;

• the effects of environmental and structural building conditions relating to Caesars’ properties;

• access to insurance on reasonable terms for Caesars’ assets; and

• the impact, if any, of unfunded pension benefits under multi-employer pension plans.

These forward-looking statements should, therefore, be considered in light of various important factors set forth above and from time to time in Caesars’ filings with the SEC. You are cautioned to not place undue reliance on these forward-looking statements, which speak only as of the date of this release. Caesars undertakes no obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, except as required by law.

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