Attached files
| file | filename |
|---|---|
| EX-4.1 - EX-4.1 - CAESARS HOLDINGS, INC. | d779161dex41.htm |
| EX-4.2 - EX-4.2 - CAESARS HOLDINGS, INC. | d779161dex42.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
August 25, 2014 (August 22, 2014)
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)) |
EXPLANATORY NOTE
On August 22, 2014, Caesars Entertainment Corporation (“CEC”) filed a Current Report on Form 8-K (the “Report”) with the Securities and Exchange Commission to report the consummation of the transaction (the “Transaction”) contemplated by the previously announced Note Purchase and Support Agreement entered into as of August 12, 2014 by and among CEC, Caesars Entertainment Operating Company, Inc. (“CEOC”) and certain holders of CEOC’s outstanding 5.75% Senior Notes due 2017 (“5.75% Notes”) and 6.50% Senior Notes due 2016 (“6.50% Notes”). This Amendment No. 1 to the Current Report on Form 8-K amends Item 1.01 of the Report and adds Item 9.01 to the Report to include certain exhibits.
| Item 1.01 | Entry into a Material Definitive Agreement. |
In connection with the closing of the Transaction, CEOC entered into supplemental indenture including (i) the First Supplemental Indenture, dated as of August 22, 2014 (the “5.75% Notes First Supplemental Indenture”), between CEOC and Law Debenture Trust Company of New York, as trustee (the “Trustee”), relating to the 5.75% Notes, and (ii) the First Supplemental Indenture, dated as of August 22, 2014 (the “6.50% Notes First Supplemental Indenture”), among CEOC, CEC and the Trustee, relating to the 6.50% Notes, which, in each case removed the provisions relating to CEC’s guarantee of the 5.75% Notes and 6.50% Notes, respectively.
A copy of each of the 5.75% Notes First Supplemental Indenture and 6.50% Notes First Supplemental Indenture are attached hereto as Exhibits 4.1 and 4.2, respectively.
| Item 9.01 | Other Events. |
(d) Exhibits. The following exhibits are being filed herewith:
| Exhibit No. |
Description | |
| 4.1 | First Supplemental Indenture, dated as of August 22, 2014, between Caesars Entertainment Operating Company, Inc. and Law Debenture Trust Company of New York, as Trustee, relating to the 5.75% Senior Notes due 2017. | |
| 4.2 | First Supplemental Indenture, dated as of August 22, 2014, among Caesars Entertainment Operating Company, Inc., Caesars Entertainment Corporation and Law Debenture Trust Company of New York, as Trustee, relating to the 6.50% Senior Notes due 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: August 25, 2014 | By: | /S/ SCOTT E. WIEGAND | ||||||
| Name: | Scott E. Wiegand | |||||||
| Title: | Senior Vice President, Deputy General Counsel and Corporate Secretary | |||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 4.1 | First Supplemental Indenture, dated as of August 22, 2014, between Caesars Entertainment Operating Company, Inc. and Law Debenture Trust Company of New York, as Trustee, relating to the 5.75% Senior Notes due 2017. | |
| 4.2 | First Supplemental Indenture, dated as of August 22, 2014, among Caesars Entertainment Operating Company, Inc., Caesars Entertainment Corporation and Law Debenture Trust Company of New York, as Trustee, relating to the 6.50% Senior Notes due 2016. | |