Caesars Entertainment, Caesars Acquisition Co. Agree to Merge (NASDAQ: CZR)LAS VEGAS, Dec. PRNewswire/ - -. The merged company will be one of the largest gaming and entertainment companies in the world. Upon completion of the merger and the proposed restructuring of Caesars Entertainment Operating Company, Inc. Upon the completion of the transaction, Caesars Entertainment will own a collection of high- growth assets, including properties in destination markets and a majority stake in Caesars Interactive Entertainment, Inc. HARRAH'S VICKSBURG CORPORATION, A NEVADA CORPORATION AND AMERISTAR CASINOS INC. Pennebaker entered into a written agreement with Horseshoe under which Horseshoe agreed to purchase. Add to Briefcase Aug 8. Horseshoe Cleveland celebrates successful opening Caesars announces agreement to sell Harrah's St. Louis for $610.0 million County. Management; Press Releases; Events & Presentations. PUBLISHED UNITED STATES COURT OF APPEALS FOR THE FOURTH CIRCUIT. Second Amendment to Management Agreement dated May 25, 1994, as Revised on April 1 1, 1995, and approved by the NIGC on April 17, 1995, between the Upper Skagit lndian Tribe, Upper Skagit Enterprises, Inc., and Harrah's. The merged company will be the preeminent gaming and hospitality company in Las Vegas. It will operate Caesars Palace and own 1. LINQ promenade and High Roller observation wheel. The merged company will also own CIE, Harrah's New Orleans, Harrah's Atlantic City, Harrah's Laughlin and Caesars Acquisition's current equity interest in Horseshoe Baltimore. All of the company's properties will remain connected via the Total Rewards loyalty network. The planned merger of Caesars Entertainment and Caesars Acquisition will also support the proposed restructuring of CEOC, a subsidiary of Caesars Entertainment. CEOC announced on December 1. Caesars Entertainment had reached an agreement with CEOC's first lien noteholder steering committee regarding the terms of a comprehensive financial restructuring plan that will substantially reduce debt and lower interest payments. The successful completion of the merger will position the merged company to support the restructuring of CEOC without the need for any significant outside financing. The strength of the merged company will position it to be a. CEOC's obligations, including lease payments its .
The merged company will have a combined cash balance of $1. CEOC). The merged company will produce positive free cash flow on a consolidated basis. Pursuant to the terms of the merger agreement, and subject to the overall restructuring of CEOC, regulatory approval and other closing conditions, each outstanding share of Caesars Acquisition class A common stock will be exchanged for 0. Caesars Entertainment common stock, subject to adjustments set forth in the merger agreement, which would result in Caesars Entertainment stockholders owning approximately 6. Caesars Acquisition stockholders owning approximately 3. No new debt will be issued in connection with the merger. The merged company will continue to be controlled by affiliates of Apollo Global Management and TPG Capital. Based on each of the company's records, approximately 9. Caesars Entertainment also own shares of Caesars Acquisition, and vice versa, implying significant overlap in the stockholders of the two companies. Loveman will be Chairman and CEO of the combined company and has agreed to a new employment agreement that extends his tenure until the end of 2. Loveman will oversee the restructuring of CEOC and continue to focus on recruiting senior talent to Caesars. Mitch Garber, CEO of Caesars Acquisition, will be CEO of CIE. Following the merger, Garber will join the Board of Directors of Caesars Entertainment as Vice Chairman and will assume an expanded leadership role on a project- specific basis across the Company. The merged company will conduct business as Caesars Entertainment and continue to trade on the NASDAQ under the ticker CZR. The merger agreement was negotiated and unanimously recommended by the Caesars Entertainment and Caesars Acquisition special committees, each comprised solely of independent members of their respective boards of directors. Centerview Partners served as the exclusive financial advisor to the special committee of Caesars Entertainment and Reed Smith LLP served as the committee's legal counsel. Moelis & Company LLC served as the exclusive financial advisor to the special committee of Caesars Acquisition and Skadden, Arps. MANAGEMENT AGREEMENT BETWEEN. My Function in this review process is to: 1). Harrah’s Kansas Proposal for Sumner County. Slate, Meagher & Flom LLP served as the committee's legal counsel. CEC is mainly comprised of the following three entities: the majority owned operating subsidiary Caesars Entertainment Operating Company, wholly owned Caesars Entertainment Resort Properties and Caesars Growth Properties, in which we hold a variable economic interest. Since its beginning in Reno, Nevada, 7. CEC has grown through development of new resorts, expansions and acquisitions and its portfolio of subsidiaries now operate 5. U. S. The Company's resorts operate primarily. Caesars. CEC's portfolio also includes the London Clubs International family of casinos. CEC 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. The Company is committed to environmental sustainability and energy conservation and recognizes the importance of being a responsible steward of the environment. For more information, please visit www. About Caesars Growth Partners. Caesars Growth Partners is a casino asset and entertainment company focused on acquiring and developing a portfolio of high- growth operating assets and equity and debt investments in the gaming and interactive entertainment industry. Through its two businesses—Interactive Entertainment and Casino Properties and Developments—Caesars Growth Partners will focus on acquiring or developing assets with strong value creation potential and leveraging interactive technology with well- known online brands. Assets include Caesars Interactive Entertainment (with its social and mobile games, the World Series of Poker and regulated online real money gaming businesses), Planet Hollywood, Bally's and Cromwell (located in Las Vegas, Nevada), Horseshoe. Baltimore, and Harrah's New Orleans. Through its relationship with Caesars Entertainment Corporation (NASDAQ: CZR), Caesars Growth Partners has the ability to access Caesars Entertainment Corporation's proven management expertise, brand equity, Total Rewards loyalty program and structural synergies. For more information, please visit www. About Caesars Acquisition Company. Caesars Acquisition Company (NASDAQ: CACQ) was formed to make an equity investment in Caesars Growth Partners, a joint venture between CACQ and Caesars Entertainment Corporation (NASDAQ: CZR), the world's most diversified casino entertainment provider and the most geographically diverse U. S. CACQ is Caesars Growth Partners' managing member and sole holder of all of its outstanding voting units. For more information, please visit www. Forward Looking Information This release contains or may contain . You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements contain words such as . These forward- looking statements, including, without limitation, those relating to the merger and the CEOC restructuring plan, wherever they occur in this release, are based on Caesars Entertainment's and Caesars Acquisition's current expectations about future events and are necessarily estimates reflecting the best judgment of 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. Investors are cautioned that forward- looking statements are not guarantees of future performance or results and involve risks and uncertainties that cannot be predicted or quantified, and, consequently, actual results may differ materially from those expressed or implied by such forward- looking statements. Press Releases - Caesars Entertainment Corporation. In the news release, Caesars Entertainment Executive to Speak At Deutsche Bank db. Access Consumer, Retail, Gaming & Lodging Conference, issued 0. Mar- 2. 01. 3 by Caesars Entertainment Corporation over PR Newswire, we are advised by the company that the first paragraph, first sentence, should read.
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