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

April 2528, 2017 (April 27, 2017)

Date of Report (Date of earliest event reported)

CAESARS ~~GROWTH~~ GROWTH PROPERTIES ~~HOLDINGS, LLC~~

HOLDINGS, LLC

(Exact name of registrant as specified in its charter)

Delaware

333-203106

37-1751234

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

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 (see General Instruction A.2. below):

☒	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 81.01 ~~Other~~Entry ~~Events~~into Material Definitive Agreement.

On April 2527, 2017, Caesars ~~Acquisition~~Growth ~~Company~~Properties Holdings, LLC (“~~CAC~~CGPH”), ~~and~~a wholly-owned subsidiary of Caesars ~~Entertainment~~Growth ~~Corporation~~Partners, ~~(“CEC”) issued~~LLC, a joint venture ~~press~~between ~~release~~Caesars ~~announcing~~Acquisition ~~the~~Company ~~pricing~~(“CAC”) ofand ~~senior~~Caesars ~~secured~~Entertainment ~~credit~~Corporation ~~facilities~~(“CEC”), inentered into an ~~aggregate~~Incremental ~~principal~~Assumption ~~amount~~Agreement ofand ~~approximately~~Amendment $1No.45 ~~billion~~1 ~~for~~(the “Amendment”), by and among CGPH, Caesars Growth Properties ~~Holdings~~Parent, LLC (“~~CGPH~~CGPP”), athe ~~wholly-owned subsidiary~~other ofloan ~~Caesars~~parties ~~Growth~~party ~~Partners~~thereto, ~~LLC,~~the alenders ~~joint~~party ~~venture~~thereto ~~between~~and ~~CAC~~Credit ~~and~~Suisse ~~CEC~~AG, ~~consisting~~Cayman ofIslands anBranch, ~~approximately~~as $1Administrative Agent (the “Administrative Agent”).3 The Amendment amends the First Lien Credit Agreement, dated as of May ~~billion~~8, ~~term~~2014, ~~loan~~among ~~facility~~CGPH, (CGPP, the ~~“Term~~lenders ~~Facility”)~~party thereto and athe ~~$150 million~~Administrative ~~revolving~~Agent ~~credit~~(the ~~facility~~“First Lien Credit Agreement”).

~~The~~Among ~~closing~~other ofthings, the ~~transactions~~Amendment is(a) provides ~~anticipated~~for an increase of CGPH’s existing term loan facility by $175 million to ~~occur~~approximately ~~during~~$1.3 billion (the ~~week~~“Term ofFacility”) ~~April~~and (b) ~~24,~~reduces ~~2017,~~the ~~subject~~interest rate margins applicable to the ~~negotiation~~Term Facility and ~~execution~~CGPH’s ~~of definitive~~existing ~~documentation~~$150 ~~and~~million ~~satisfaction~~revolving ofcredit ~~other~~facility ~~customary~~(the ~~closing~~“Revolving ~~conditions.~~Facility”) Into, ~~addition~~at CGPH’s option, ~~approximately~~the ~~$175~~Eurocurrency ~~million~~Rate of(as defined in the ~~proceeds~~First ofLien Credit Agreement) plus 3.00% in the ~~Term~~case ~~Facility~~of ~~will~~Eurocurrency beLoans ~~held~~(as defined in ~~escrow~~the ~~until~~First ~~the~~Lien ~~receipt~~Credit ofAgreement) ~~all~~or ~~required~~the ~~regulatory~~ABR ~~approvals,~~(as atdefined ~~which time~~in the ~~escrowed~~First ~~proceeds~~Lien ~~will~~Credit beAgreement) ~~released~~plus to2.00% ~~repay~~in the case ~~property~~of ~~specific~~ABR ~~term~~Loans ~~loan~~(as ~~encumbering~~defined ~~The~~in ~~Cromwell~~the First Lien Credit Agreement), ~~but~~with nofurther ~~earlier~~reductions ~~than~~to ~~May 3,~~the ~~2017.~~Eurocurrency IfRate ~~such~~plus ~~approvals~~2.75% ~~are~~or ~~not~~the ~~obtained~~ABR ~~within~~plus ~~ninety~~1.75%, ~~days~~respectively, at such ~~portion~~time ofas ~~the~~CGPH’s ~~proceeds~~Senior ofSecured Leverage Ratio (as defined in the ~~Term~~First ~~Facility~~Lien ~~will~~Credit beAgreement) ~~repaid~~is ~~and~~equal ~~The~~to ~~Cromwell’s~~or ~~property~~less ~~specific~~than ~~loan~~2.84 ~~will~~to ~~remain outstanding~~1.0.

AThe ~~copy~~Amendment provides that the proceeds of the ~~joint~~$175 ~~press~~million ~~release~~increase isof the Term Facility ~~attached~~will ~~hereto~~be asheld ~~Exhibit~~in 99escrow until the receipt of all required regulatory approvals, at which time the escrowed proceeds will be released to repay the property specific term loan encumbering The Cromwell, but no earlier than May 3, 2017.1 If such approvals are not obtained by July 26, 2017, such $175 million of proceeds will be repaid and isThe ~~incorporated~~Cromwell’s ~~into~~property ~~this~~specific ~~report~~term byloan ~~reference~~will remain outstanding.

~~Cautionary~~The ~~Statement~~representations, ~~Regarding~~warranties ~~Forward~~and covenants contained in the Amendment were made only for purposes of the Amendment and as of the specific date (or dates) set forth therein, were solely for the benefit of the parties to the Amendment and are subject to certain limitations as agreed upon by the contracting parties. In addition, the representations, warranties and covenants contained in the Amendment may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-~~Looking~~party ~~Statements~~beneficiaries of the Amendment and should not rely on the representations, warranties and covenants contained therein, or any descriptions thereof, as characterizations of the actual state of facts or conditions of CGPH. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Amendment, which subsequent developments may not be reflected in CGPH’s public disclosure.

~~This~~The ~~filing~~description ~~includes~~of ~~“forward-looking statements” intended to qualify for~~ the ~~safe~~Amendment ~~harbor~~does ~~from~~not ~~liability~~purport ~~established by~~to ~~the~~be ~~Private~~complete ~~Securities~~and ~~Litigation~~is ~~Reform~~qualified ~~Act~~in ofits ~~1995.~~entirety ~~You can identify these statements~~ by ~~the~~reference ~~fact that they do not relate strictly~~ to ~~historical or current facts and by~~ the ~~use~~Amendment, ofwhich ~~words~~is ~~such~~filed as ~~“will,”~~Exhibit ~~“anticipated,” and “proposed” or the negative or other variations thereof or comparable terminology~~10.1 ~~In particular~~hereto, ~~they include statements relating to, among other things, the emergence from bankruptcy of Caesars Entertainment Operating Company, Inc.~~ and ~~the~~ ~~expected~~is ~~timing~~incorporated ~~thereof,~~herein ~~future actions that may be taken~~ by ~~CAC and others with respect thereto, the completion of the Merger (as defined below) and the timing of the release of the escrowed proceeds and closing of the add-on and pricing transactions~~reference. ~~These forward-looking statements are based on current expectations and projections about future events.~~

~~You are cautioned that forward~~Forward-~~looking~~Looking ~~statements~~Statements are not guarantees of future performance or results and involve risks and uncertainties that cannot be predicted or quantified, and, consequently, the actual performance of CGPH and its subsidiaries may differ materially from those expressed or implied by such forward-looking statements. Additional information concerning such risks and uncertainties is described from time to time in CGPH’s reports filed with the Securities and Exchange Commission (the “SEC”) and in the joint press release attached hereto as Exhibit 99.1.

~~Any~~This Current Report on Form 8-K and the Disclosure Statement contains or may contain “forward-looking statements” ~~are~~intended ~~made pursuant~~ to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. ~~and,~~You ascan identify these statements by the fact that they do not relate strictly to historical or current facts. These statements contain words such as “may,” ~~speak~~“will,” ~~only~~“project,” as“might,” of“expect,” ~~the~~“believe,” “anticipate,” ~~date~~“intend,” ~~made.~~“could,” ~~CGPH~~“would,” ~~disclaims~~“estimate,” ~~any~~“continue,” ~~obligation~~or to“pursue,” ~~update~~or the negative of these words or other words or expressions of similar meaning that may identify forward-looking statements. ~~You~~and are ~~cautioned~~found ~~not~~at tovarious ~~place~~places ~~undue~~throughout ~~reliance~~this onreport. ~~these~~ These forward-looking statements, ~~which~~including, ~~speak~~without ~~only~~limitation, asthose ofrelating to future actions, new projects, strategies, future performance, the ~~date~~outcome ~~stated~~of contingencies orsuch as legal proceedings, ifand nofuture ~~date~~financial isresults, ~~stated~~wherever they occur in this report, asare based on our current expectations about future events and are estimates reflecting the best judgment of CAC’s and the ~~date~~CEC’s management and involve a number of ~~this~~risks ~~report~~and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements.

~~Important~~You 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, the actual performance of CGPH and its subsidiaries may differ materially from those expressed or implied by such forward-looking statements. Additional information concerning such risks and uncertainties ~~Information~~is described from time to time in CGPH’s reports filed with the Securities and Exchange Commission (the “SEC”).

~~Pursuant~~Any toforward-looking statements ~~the~~are ~~Amended~~made ~~and~~pursuant ~~Restated~~to ~~Agreement~~the ~~and~~Private ~~Plan~~Securities ofLitigation ~~Merger,~~Reform ~~dated~~Act as of ~~July 9,~~1995 ~~2016, between CAC~~ and ~~CEC~~, as ~~subsequently amended on February 20, 2017 (~~as ~~amended~~such, ~~the~~speak ~~“Merger~~only ~~Agreement”), among other things, CAC will merge with and into CEC, with CEC~~ as ~~the~~of ~~surviving company (~~the ~~“Merger”)~~date made. InCGPH ~~connection~~disclaims ~~with~~any ~~the Merger,~~obligation onto ~~March 13,~~update ~~2017, CAC and CEC filed with~~ the ~~SEC a registration statement on Form S~~forward-4looking ~~that includes a preliminary joint proxy statement/prospectus, as well as other relevant documents concerning the proposed transaction~~statements. ~~The~~You ~~registration~~are ~~statement~~cautioned ~~has~~ not ~~yet~~to ~~become~~place ~~effective.~~undue ~~After~~reliance on ~~the~~these ~~registration~~forward-looking ~~statement is declared effective by the SEC~~statements, awhich ~~definitive~~speak ~~joint~~only ~~proxy~~as ~~statement/prospectus will be mailed to stockholders~~ of ~~CAC and CEC. Stockholders are urged to read~~ the ~~registration~~date ~~statement~~stated ~~and joint proxy statement/prospectus regarding the Merger and any other relevant documents filed with the SEC, as well as any amendments~~ or ~~supplements to those documents~~, ~~because~~if ~~they~~no ~~will contain~~date ~~important~~is ~~information. You will be able to obtain a free copy of such joint proxy statement/prospectus~~stated, as ~~well~~of ~~as other filings containing information about CAC and CEC, at~~ the ~~SEC’s~~date ~~website~~of ~~(www.sec.gov),~~this ~~from CAC Investor Relations (investor~~report.~~caesarsacquisitioncompany.com)~~ ~~or from CEC Investor Relations (investor.caesars.com).~~

~~The information in this communication is for informational purposes only and is neither an offer~~Important toAdditional ~~purchase,~~Information nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

~~CAC,~~Pursuant ~~CEC~~to ~~and~~the ~~their~~Amended ~~respective directors, executive officers~~ and ~~certain~~Restated ~~other members~~Agreement ~~of management~~ and ~~employees~~Plan ~~may be soliciting proxies from CAC and CEC stockholders in favor~~ of ~~the business combination transaction. Information regarding the persons who may~~Merger, ~~under~~dated ~~the~~as ~~rules~~ of ~~the~~July 9, ~~SEC~~2016, bebetween ~~considered participants in the solicitation of the~~ CAC and CEC, ~~stockholders~~as subsequently inamended ~~connection with the proposed business combination transaction is set forth in the definitive proxy statement filed with the SEC~~ on ~~April~~February 1220, 2017 ~~and~~(as ~~Amendment~~amended, ~~No. 1 to~~ the ~~Annual~~“Merger ~~Report~~Agreement”), ~~on Form~~among ~~10-K~~other ~~for~~things, CAC’s ~~fiscal~~will ~~year~~merge ~~ended~~with ~~December 31,~~and ~~2016,~~into ~~filed on March 31~~CEC, ~~2017,~~with ~~respectively.~~CEC ~~You~~as ~~can~~the ~~obtain~~surviving ~~free~~company ~~copies~~(the of“Merger”). ~~these~~In ~~documents~~connection ~~from~~with the Merger, CAC and CEC infiled ~~the manner set forth above.~~

with the SEC a registration statement on Form S-4 that includes a preliminary joint proxy statement/prospectus, as well as other relevant documents concerning the proposed transaction. The registration statement has not yet become effective. After the registration statement is declared effective by the SEC, a definitive joint proxy statement/prospectus will be mailed to stockholders of CAC and CEC. Stockholders are urged to read the registration statement and joint proxy statement/prospectus regarding the Merger and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. You will be able to obtain a free copy of such joint proxy statement/prospectus, as well as other filings containing information about CAC and CEC, at the SEC’s website (www.sec.gov), from CAC Investor Relations (investor.caesarsacquisitioncompany.com) or from CEC Investor Relations (investor.caesars.com).

The information in this communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

CAC, CEC and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from CAC and CEC stockholders in favor of the business combination transaction. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the CAC and CEC stockholders in connection with the proposed business combination transaction is set forth in Amendment No. 1 to the Annual Report on Form 10-K for CAC’s fiscal year ended December 31, 2016, filed on March 31, 2017, and in CEC’s definitive proxy statement filed with the SEC on April 12, 2017, respectively. You can obtain free copies of these documents from CAC and CEC in the manner set forth above.

Item 9.01 Financial Statements and Exhibits.

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

Exhibit No.		Description
99.1		Joint Press Release.
10.1		Incremental Assumption Agreement and Amendment No. 1, dated as of April 27, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CAESARS GROWTH PROPERTIES HOLDINGS, LLC
Date: April 25, 2017
Date: April 28, 2017	By:	Caesars Growth Properties Parent, LLC
	By:	Caesars Growth Properties Parent, LLC
		its managing member
	By:	Caesars Growth Partners, LLC
		its managing member
	By:	Caesars Acquisition Company
		its managing member
	By:	/s/ CRAIG J. ABRAHAMS
	Name:	Craig J. Abrahams
	Title:	Chief Financial Officer of Caesars Acquisition Company, its managing member

EXHIBIT INDEX

Exhibit No.		Description
99.1		Joint Press Release.
10.1		Incremental Assumption Agreement and Amendment No. 1, dated as of April 27, 2017

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