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

July 17, 2020 (July 17, 2020)

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, including 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 8.01 Other Events.

On July 17, 2020, Caesars Entertainment Corporation (“Caesars”) and Eldorado Resorts, Inc. (“Eldorado”) issued a joint press release announcing the preliminary results of the elections made by Caesars stockholders as to the form of consideration they wish to receive in exchange for the shares of Caesars common stock in connection with the previously announced merger of Caesars with a subsidiary of Eldorado. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed Merger, Eldorado has filed a registration statement on Form S-4, and Caesars and Eldorado each filed the definitive joint proxy statement/prospectus with the Securities and Exchange Commission (the “SEC”) on October 11, 2019. The definitive joint proxy statement/prospectus was sent to the stockholders of Caesars and Eldorado on or about October 15, 2019. Caesars and Eldorado have filed and may also file other documents with the SEC regarding the proposed Merger. Before making any investment decision, investors and security holders of Caesars and Eldorado are urged to carefully read the entire registration statement and definitive joint proxy statement/prospectus and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed Merger. The documents filed by Caesars and Eldorado with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed by Caesars may be obtained at its website at www.caesars.com. Alternatively, these documents, when available, can be obtained from Caesars upon written request to Caesars Entertainment Corporation, One Caesars Palace Drive, Las Vegas, Nevada 89109, Attn: Investor Relations, or by calling (800) 318-0047, or from Eldorado upon written request to Eldorado Resorts, Inc., 100 West Liberty Street, Suite 1150 Reno, Nevada 89501, Attn: Investor Relations, or by calling (775) 328-0112.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
	99.1	Joint Press Release, dated as of July 17, 2020.
	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.

	CAESARS ENTERTAINMENT CORPORATION
Date: July 17, 2020	By:	/s/ Michelle Bushore
	Name:	Michelle Bushore
	Title:	Executive Vice President,
		General Counsel, Chief Legal & Risk Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

ELDORADO RESORTS AND CAESARS ENTERTAINMENT ANNOUNCE

PRELIMINARY RESULTS OF ELECTIONS

MADE BY CAESARS STOCKHOLDERS IN CONNECTION

WITH THE PROPOSED MERGER

Reno and Las Vegas, Nev. (July 17, 2020) – Eldorado Resorts, Inc. (NASDAQ: ERI) (“Eldorado” or the “Company”) and Caesars Entertainment Corporation (NASDAQ: CZR) (“Caesars” or “Caesars Entertainment”) today announced the preliminary results of the elections made by Caesars stockholders as to the form of consideration they wish to receive in connection with the previously announced merger (the “Merger”) of Caesars with a subsidiary of Eldorado pursuant to the parties’ Agreement and Plan of Merger, dated as of June 24, 2019 (as amended on August 15, 2019, the “Merger Agreement”).

As previously announced, Caesars stockholders were permitted to elect to receive in exchange for each issued and outstanding share of Caesars common stock (other than shares of Caesars common stock that are (a) owned or held in treasury by Caesars or owned by Eldorado or any of its subsidiaries or (b) held by a holder of record who did not vote in favor of the Merger and is entitled pursuant to, and who complies in all respects with, Section 262 of the Delaware General Corporation Law) consideration payable in either cash (the “Cash Election Consideration”) or common stock, par value $0.00001 per share, of Eldorado (the “Stock Election Consideration”), each as more fully described in the Merger Agreement. Caesars stockholders whose election materials were not received in proper form by the exchange agent by 5:00 p.m., New York City time, on July 16, 2020 (the “Election Deadline”) were deemed to have made no election and will have their Caesars shares converted into the right to receive the Cash Election Consideration, Stock Election Consideration or a combination of both depending on the elections made by other Caesars stockholders according to the proration procedures specified in the Merger Agreement. Caesars stockholders are urged to consult their tax advisors for a full understanding of the tax consequences of exchanging Caesars shares for the Cash Election Consideration and/or Stock Election Consideration.

All such elections were subject to the proration procedures described in the Merger Agreement and in the joint proxy statement/prospectus, dated October 11, 2019 (the “Joint Proxy Statement/Prospectus”) prepared in connection with the Merger.

Based on the information available as of the Election Deadline, the preliminary results for the election of merger consideration were as follows:

• Holders of 382,608,319 shares of Caesars common stock (which includes 81,320,835 shares that remain subject to guaranteed delivery procedures), or approximately 55.25% of the shares deemed outstanding for purposes of the election, elected to receive the Cash Election Consideration;

• Holders of 271,242,689 shares of Caesars common stock (which includes 73,765,316 shares that remain subject to guaranteed delivery procedures), or approximately 39.17% of the shares deemed outstanding for purposes of the election, elected to receive the Stock Election Consideration; and

• Holders of 38,592,472 shares of Caesars common stock, or approximately 5.57% of the shares deemed outstanding for purposes of the election, either did not submit valid elections or submitted an election expressing no preference.

The foregoing results are preliminary only and are subject to a notice of guaranteed delivery procedure. The final election results may therefore differ materially from the preliminary election results and are not expected to be available until following the closing of the Merger. Based on the preliminary results described above, it is expected that Caesars stockholders who elected to receive the Stock Consideration will be subject to proration. After the final merger consideration election results are determined, the final allocation and proration of merger consideration will be calculated in accordance with the terms of the Merger Agreement.

Caesars stockholders are reminded that until the consummation of the Merger, Caesars stockholders will not be able to transfer (including by sale) shares of Caesars common stock for which a properly completed election form has been submitted unless the election is revoked prior to the transfer of such shares of Caesars common stock. Caesars stockholders are not entitled to revoke or change their elections following the Election Deadline. As a result, Caesars stockholders will be unable to sell their shares of Caesars common stock during the period between the Election Deadline and the effective time of the Merger.

About Eldorado Resorts, Inc.

Eldorado is a leading casino entertainment company that owns and operates twenty-one properties in eleven states, including Colorado, Florida, Illinois, Indiana, Iowa, Louisiana, Mississippi, Missouri, Nevada, New Jersey, and Ohio. In aggregate, Eldorado’s properties feature approximately 22,400 slot machines, VLTs, and e-tables, and approximately 640 table games, and over 11,200 hotel rooms. For more information, please visit www.eldoradoresorts.com.

About Caesars Entertainment Corporation

Caesars Entertainment 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 has grown through development of new resorts, expansions and acquisitions. Caesars Entertainment’s resorts operate primarily under the Caesars^®, Harrah’s^® and Horseshoe^® brand names. Caesars Entertainment’s portfolio also includes the Caesars Entertainment UK 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 its employees, suppliers, communities and the environment through its PEOPLE PLANET PLAY framework. For more information, please visit www.caesars.com/corporate.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the current expectations of Eldorado and Caesars and are subject to uncertainty and changes in circumstances. These forward-looking statements include, among others, statements regarding the timing and completion of the Merger. These forward-looking statements may be identified by the use of words such as “expect,” “anticipate,” “believe,” “estimate,” “potential,” “should,” “will” or similar words intended to identify information that is not historical in nature. The inclusion of such statements should not be regarded as a representation that the forward-looking events discussed in this document will occur or be achieved. There is no assurance that the Merger will be consummated, and there are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. Information on risks and uncertainties is available in each of Eldorado’s and Caesars’ recent filings with the SEC, including their respective reports on Form 10-K, Form 10-Q and Form 8-K. Other unknown or unpredictable factors may also cause actual results to differ materially from those projected by the forward-looking statements. The forward-looking statements in this document speak only as of date of this document. These factors are difficult to anticipate and are generally beyond the control of Eldorado and Caesars. Neither Eldorado nor Caesars undertakes any obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required to do so by law.

Contacts:

For Eldorado Resorts, Inc.

Brian Agnew    

Eldorado Resorts

775/328-0112    

investorrelations@eldoradoresorts.com

Joseph N. Jaffoni, Richard Land, James Leahy

JCIR

212-835-8500

eri@jcir.com

For Caesars Entertainment Corporation

Media Contact:

Rich Broome

rbroome@caesars.com

Investor Relations Contact:

Joyce Arpin

jthomas@caesars.com

XML

Document and Entity Information	Jul. 17, 2020
Cover [Abstract]
Entity Registrant Name	CAESARS ENTERTAINMENT Corp
Amendment Flag	false
Entity Central Index Key	0000858339
Document Type	8-K
Document Period End Date	Jul. 17, 2020
Entity Incorporation State Country Code	DE
Entity File Number	001-10410
Entity Tax Identification Number	62-1411755
Entity Address, Address Line One	One Caesars Palace Drive
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89109
City Area Code	(702)
Local Phone Number	407-6000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, $0.01 par value
Trading Symbol	CZR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false