CAESARS HOLDINGS, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2020-07-21: Form 8-K; Period of report 2020-07-20; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
- 2020-07-17: Form 8-K; Period of report 2020-07-17; Description 8.01 Other Events; Details 8.01.
- 2020-07-17: Form 8-K; Period of report 2020-07-17; Description 8.01 Other Events; Details 8.01.
- 2020-07-15: Form 8-K; Period of report 2020-07-15; Description 7.01 Regulation FD Disclosure; Details 7.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2020-07-21 | 8-K | 2020-07-20 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 1.02 On July 20, 2020, the outstanding loans under the CEOC LLC Credit Agreement were paid in full (together with accrued and unpaid interest thereon and fees and expenses due and payable under the CEOC LLC Credit Agreement), the commitments to extend credit under the CEOC LLC Credit Agreement were terminated, and all guarantees and security interests granted with respect to the obligations under the CEOC LLC Credit Agreement and the related documents were released. 2.01 The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. 3.01 On the Closing Date, in connection with the consummation of the Merger, the Company notified NASDAQ that the Merger had been consummated and requested that the trading of shares of Former Caesars Common Stock on NASDAQ be suspended and that the listing of shares of Former Caesars Common Stock on NASDAQ be withdrawn. 3.03 The information set forth in the Introductory Note and Items 1.01, 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 As a result of the consummation of the Merger, a change of control of the Company occurred, and the Company became a wholly owned subsidiary of New Caesars. 5.02 In connection with the consummation of the Merger, at the Effective Time, all members of the board of directors of the Company (the “Board”) as of immediately prior to the Effective Time ceased serving as members of the Board and were replaced by Thomas R. Reeg and Anthony Carano. 5.03 In connection with the consummation of the Merger and pursuant to the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, including, among other things, to change the Company’s name from “Caesars Entertainment Corporation” to “Caesars Holdings, Inc.” Copies of the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2 hereto and are incorporated herein by reference. | d39509d8k.htm |
| 2020-07-17 | 8-K | 2020-07-17 | 8.01 Other Events | 8.01 As of July 17, 2020, Caesars Entertainment Corporation, a Delaware corporation (“Caesars”), and Eldorado Resorts, Inc., a Nevada corporation (“Eldorado”), have received all consents and approvals from all gaming authorities necessary to consummate their previously announced merger (the “Merger”). | d940147d8k.htm |
| 2020-07-17 | 8-K | 2020-07-17 | 8.01 Other Events | 8.01 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. | d909400d8k.htm |
| 2020-07-15 | 8-K | 2020-07-15 | 7.01 Regulation FD Disclosure | 7.01 As previously disclosed, an unprecedented shutdown of leisure activities in the United States began in mid-March due to the COVID-19 public health emergency. | d904784d8k.htm |
| 2020-07-09 | 8-K | 2020-07-09 | 8.01 Other Events | 8.01 On July 9, 2020, Caesars Entertainment Corporation (“Caesars”) and Eldorado Resorts, Inc. (“Eldorado”) announced that the deadline (the “Election Deadline”) for Caesars stockholders to elect the form of consideration (the “Merger Consideration”) they wish to receive in connection with the previously announced merger (the “Merger”) of Caesars with a subsidiary of Eldorado is 5:00 p.m., New York time, on July 16, 2020 (the “Election Deadline”). | d45465d8k.htm |
| 2020-06-26 | 8-K | 2020-06-26 | 8.01 Other Events | 8.01 On June 26, 2020, Caesars Entertainment Corporation (“Caesars”) issued a press release announcing that it and Eldorado Resorts, Inc. (“Eldorado”) have obtained the Federal Trade Commission (the “FTC”) clearance necessary to consummate their proposed merger (the “Merger”). | d914932d8k.htm |
| 2020-06-16 | 8-K | 2020-06-16 | 7.01 Regulation FD Disclosure | 7.01 This Current Report on Form 8-K (this “Current Report”) is being furnished to disclose the (i) Consolidated Financial Statements as of and for the Years Ended December 31, 2019 and 2018 and Independent Auditors’ Report (the “Annual Statements”) and (ii) Unaudited Consolidated Condensed Balance Sheets as of March 31, 2020 and December 31, 2019 and the Unaudited Consolidated Condensed Statements of Operations, Member’s Equity, and Cash Flows for the Three Months Ended March 31, 2020 and 2019 (the “Quarterly Statements”) for CEOC, LLC, a wholly owned subsidiary of Caesars Entertainment Corporation (“Caesars”), attached hereto as Exhibits 99.1 and 99.2, respectively. | d934662d8k.htm |
| 2020-06-16 | 8-K | 2020-06-15 | 7.01 Regulation FD Disclosure | 7.01 In connection with, and solely for purposes of, certain potential financings related to the transactions contemplated by the Agreement and Plan of Merger, dated as of June 24, 2019, as amended, by and among Caesars Entertainment Corporation, a Delaware corporation (“Caesars”), Eldorado Resorts, Inc., a Nevada corporation (“Eldorado”), and Colt Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Eldorado, Eldorado disclosed certain unaudited pro forma condensed combined financial information giving effect to the previously announced merger (the “Merger”) between Eldorado and Caesars, as of and for the last twelve months ended March 31, 2020 and as of and for the year ended December 31, 2019 (the “Unaudited Pro Forma Financial Statements”), which are attached hereto as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and are incorporated into this Item 7.01 by reference. | d945704d8k.htm |
| 2020-06-15 | 8-K | 2020-06-15 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d942609d8k.htm |
| 2020-06-01 | 8-K | 2020-06-01 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d830233d8k.htm |
| 2020-05-29 | 8-K | 2020-05-29 | 7.01 Regulation FD Disclosure | 7.01 On May 29, 2020, Caesars Entertainment Corporation provided the Quarterly Report for the fiscal quarter ended March 31, 2020 (the “CRC LLC Quarterly Report”) of its wholly owned subsidiary Caesars Resort Collection, LLC (“CRC LLC”) as required under a certain indenture of CRC LLC. | a2020q1cec8-kcrcquarte.htm |
| 2020-05-11 | 8-K | 2020-05-11 | 2.02 Results of Operations and Financial Condition | 2.02 Attached and incorporated herein by reference as Exhibit 99.1 is a copy of the press release of the Registrant, dated May 11, 2020, reporting the Registrant’s financial results for the quarter ended March 31, 2020. | a2020q1cec8-kearningsr.htm |
| 2020-04-24 | 8-K | 2020-04-24 | 8.01 Other Events | 8.01 On April 24, 2020, Bally’s Park Place LLC (“Seller”), a New Jersey limited liability company and subsidiary of Caesars Entertainment Corporation (“Caesars”), and Twin River Management Group, Inc. (“Buyer”), a Delaware corporation and subsidiary of Twin River Worldwide Holdings Inc. (“Twin River”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) providing for the sale of certain assets of Bally’s Atlantic City Hotel & Casino (“Bally’s Atlantic City”). | d921591d8k.htm |
| 2020-04-14 | 8-K/A | 2020-04-01 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d911819d8ka.htm |
| 2020-04-06 | 8-K | 2020-04-01 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | czr-8k_20200401.htm |
| 2020-04-03 | 8-K | 2020-04-02 | 7.01 Regulation FD Disclosure | 7.01 On April 2, 2020, Caesars Entertainment Corporation (“Caesars”) issued a press release announcing the furlough of employees during the temporary closure of Caesars properties worldwide. | d896692d8k.htm |
| 2020-03-18 | 8-K | 2020-03-17 | 7.01 Regulation FD Disclosure | 7.01 On March 17, 2020, Caesars Entertainment Corporation issued a press release announcing that it will temporarily shut down its owned properties in North America, consistent with directives from various government bodies. | d901921d8k.htm |
| 2020-03-16 | 8-K | 2020-03-16 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 As previously disclosed, CEOC, LLC (“CEOC LLC”) and Caesars Resort Collection, LLC (“CRC”), wholly owned subsidiaries of Caesars Entertainment Corporation (the “Company”), are party to certain credit agreements governing revolving credit facilities. | d898960d8k.htm |
| 2020-02-26 | 8-K | 2020-02-25 | 7.01 Regulation FD Disclosure | 7.01 On February 25, 2020, Caesars Entertainment Corporation provided the Annual Report for the fiscal year ended December 31, 2019 (the “CRC LLC Annual Report”) of its wholly owned subsidiary Caesars Resort Collection, LLC (“CRC LLC”) as required under a certain indenture of CRC LLC. | a2019q4cec8-kcrcannual.htm |
| 2020-02-25 | 8-K | 2020-02-25 | 2.02 Results of Operations and Financial Condition | 2.02 Attached and incorporated herein by reference as Exhibit 99.1 is a copy of the press release of the Registrant, dated February 25, 2020, reporting the Registrant’s financial results for the quarter ended December 31, 2019. | a2019q4cec8-kearningsr.htm |