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~~June 2813, 2017 ~~(April 27, 2017)~~

Date of Report (Date of earliest event reported)

Caesars Acquisition Company

(Exact name of registrant as specified in its charter)

Delaware

001-36207

42-2672999

(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))

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 18.01 ~~Entry~~Other ~~into Material Definitive Agreement~~Events.

On ~~April~~June 2713, 2017, ~~Caesars~~CBAC ~~Growth Properties Holdings~~Borrower, LLC (“~~CGPH~~CBAC”), athe ~~wholly-owned~~owner of the Horseshoe Baltimore and a subsidiary of a joint venture among Caesars Growth Partners, LLC, a joint venture between Caesars Acquisition Company (“CAC”) and Caesars Entertainment Corporation (“CEC”), ~~entered into~~ an ~~Incremental~~affiliate ~~Assumption~~of Jack ~~Agreement~~Entertainment LLC and ~~Amendment~~other ~~No. 1~~local investors, launched the syndication of up to $315 million of new senior secured credit facilities (the “~~Amendment~~Senior Facilities”), byconsisting ~~and~~of up to $300 million in the aggregate principal amount ~~among~~of ~~CGPH,~~a ~~Caesars~~seven-year ~~Growth~~senior ~~Properties~~secured ~~Parent,~~term ~~LLC~~loan facility (the “~~CGPP~~Term Facility”), ~~the~~and ~~other~~up ~~loan~~to ~~parties~~$15 ~~party~~million ~~thereto,~~in the ~~lenders~~aggregate ~~party~~principal ~~thereto~~amount ~~and~~of ~~Credit~~a ~~Suisse~~five-year ~~AG,~~senior ~~Cayman~~secured ~~Islands~~revolving ~~Branch,~~credit asfacility. ~~Administrative~~The ~~Agent~~proceeds (from the ~~“Administrative~~Term Facility will be ~~Agent”).~~used ~~The~~to ~~Amendment~~refinance ~~amends~~CBAC’s ~~the~~existing ~~First~~credit ~~Lien~~facility ~~Credit~~and ~~Agreement~~existing furniture, ~~dated~~fixtures asand ofequipment ~~May 8,~~financing ~~2014,~~facility. ~~among~~The ~~CGPH,~~proposed ~~CGPP,~~refinancing ~~the~~transaction ~~lenders~~is ~~party~~subject ~~thereto~~to market and ~~the~~other ~~Administrative~~conditions, ~~Agent~~and ~~(the~~may ~~“First~~not ~~Lien~~occur ~~Credit~~as ~~Agreement”)~~described or at all.

~~Among~~CAC ~~other~~is ~~things,~~filing ~~the~~as ~~Amendment~~Exhibit ~~(a) provides~~99.1 ~~for an increase of CGPH’s existing term loan facility by $175 million~~ to ~~approximately~~this ~~$1.3~~Current ~~billion (the~~Report ~~“Term~~on ~~Facility”)~~Form ~~and~~8-K ~~(b) reduces~~ the ~~interest~~lender ~~rate~~presentation ~~margins applicable to the Term Facility and CGPH’s existing $150 million revolving credit facility~~ (the “~~Revolving~~Lender ~~Facility~~Presentation”) ~~to,~~that atwas ~~CGPH’s~~provided on ~~option~~June 13, ~~the~~2017 ~~Eurocurrency~~to ~~Rate~~potential ~~(as~~lenders ~~defined~~for in the ~~First~~proposed ~~Lien~~Senior ~~Credit Agreement) plus 3~~Facilities.~~00%~~ inIn ~~the~~addition, ~~case~~CAC ofis ~~Eurocurrency~~disclosing ~~Loans (as defined in~~ the ~~First~~information ~~Lien~~attached ~~Credit~~to ~~Agreement)~~this orreport ~~the ABR (~~as ~~defined~~Exhibit ~~in the First Lien Credit Agreement) plus 2~~99.~~00%~~2 ~~in the case of ABR Loans~~ (~~as defined in~~ the ~~First~~“Disclosure ~~Lien Credit Agreement~~Material”), ~~with~~which ~~further~~was ~~reductions~~also provided to the ~~Eurocurrency Rate plus 2~~potential lenders.~~75%~~ orThe ~~the~~Lender ~~ABR~~Presentation ~~plus~~and ~~1.75%, respectively, at such time as CGPH’s Senior Secured Leverage Ratio (as defined in~~ the ~~First Lien~~Disclosure ~~Credit~~Material ~~Agreement)~~are isincorporated ~~equal~~into tothis ~~or less than 2~~Item 8.8401 toby 1reference.0.

~~The~~Important ~~Amendment provides that the proceeds of the $175 million increase of the Term Facility~~Additional ~~will~~Information be held in escrow 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. If such approvals are not obtained by July 26, 2017, such $175 million of proceeds will be repaid and The Cromwell’s property specific term loan will remain outstanding.

~~The~~Pursuant ~~representations~~to the Amended and Restated Agreement and Plan of Merger, ~~warranties~~dated as of July 9, 2016, between CAC and ~~covenants~~CEC, ~~contained~~as insubsequently amended on February 20, 2017 (as amended, the ~~Amendment~~“Merger ~~were~~Agreement”), ~~made~~among ~~only~~other ~~for~~things, ~~purposes~~CAC ofwill ~~the~~merge ~~Amendment~~with and asinto ofCEC, with CEC as the ~~specific~~surviving ~~date~~company (orthe ~~dates~~“Merger”) ~~set~~. ~~forth~~In ~~therein~~connection with the Merger, ~~were~~CAC ~~solely~~and CEC ~~for~~filed with the ~~benefit~~Securities ofand Exchange Commission (the ~~parties~~“SEC”) a registration statement on Form S-4 on June 5, 2017 (“Amendment No. 1 to the ~~Amendment~~Form ~~and~~S-4”), ~~are~~which ~~subject~~includes toa ~~certain~~preliminary ~~limitations~~joint proxy statement/prospectus, as ~~agreed~~well ~~upon~~as byother relevant documents concerning the ~~contracting~~proposed ~~parties~~transaction. InThe ~~addition,~~registration statement has not yet become effective. After the ~~representations,~~registration ~~warranties~~statement ~~and~~is ~~covenants~~declared ~~contained~~effective inby the ~~Amendment may~~SEC, bea ~~subject~~definitive tojoint ~~standards~~proxy statement/prospectus ofwill ~~materiality~~be ~~applicable~~mailed to ~~the~~stockholders ~~contracting~~of ~~parties~~CAC ~~that~~and ~~differ~~CEC. ~~from~~Stockholders ~~those~~are ~~applicable~~urged to ~~investors.~~read ~~Investors~~the ~~are~~registration ~~not~~statement ~~third-party~~and ~~beneficiaries~~joint ofproxy statement/prospectus regarding the ~~Amendment~~Merger and ~~should~~any ~~not~~other ~~rely~~relevant ondocuments filed with the ~~representations~~SEC, ~~warranties~~as ~~and~~well as ~~covenants~~any ~~contained~~amendments ~~therein,~~ or ~~any~~supplements ~~descriptions~~to ~~thereof~~those documents, asbecause ~~characterizations~~they ofwill ~~the~~contain ~~actual~~important ~~state~~information. ofYou ~~facts~~will orbe ~~conditions~~able ofto ~~CGPH.~~obtain ~~Moreover,~~a ~~information~~free ~~concerning~~copy ~~the~~of ~~subject~~such ~~matter~~joint ofproxy ~~the~~statement/prospectus, ~~representations~~as ~~and~~well ~~warranties~~as ~~may~~other ~~change~~filings ~~after~~containing ~~the~~information ~~date~~about ofCAC and CEC, at the ~~Amendment~~SEC’s website (www.sec.gov), ~~which~~from ~~subsequent~~CAC ~~developments~~Investor ~~may~~Relations ~~not~~(investor.caesarsacquisitioncompany.com) beor ~~reflected~~from inCEC ~~CAC’s~~Investor ~~public~~Relations ~~disclosure~~(investor.caesars.com).

The ~~description~~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 ~~Amendment~~solicitation ~~does~~of ~~not~~any ~~purport~~vote or approval in any jurisdiction pursuant to or in connection with the proposed transactions or otherwise, nor shall there be ~~complete~~any ~~and~~sale, isissuance ~~qualified~~or transfer of securities in ~~its~~any jurisdiction ~~entirety~~in contravention of applicable law. No offer of securities shall be made except by ~~reference~~means toof a prospectus meeting the ~~Amendment,~~requirements ~~which~~of isSection 10 ~~filed~~of asthe ~~Exhibit~~Securities ~~10.1~~Act ~~hereto~~of 1933, as amended, and isotherwise ~~incorporated~~in ~~herein~~accordance bywith ~~reference~~applicable law.

~~Forward~~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 Form S-~~Looking~~4 ~~Statements~~filed with the SEC on June 5, 2017 and 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. You can obtain free copies of these documents from CEC and CAC in the manner set forth above.

~~This filing includes “forward~~Forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly toLooking ~~historical~~Statements or current facts and by the use of words such as, “will,” and “proposed” or the negative or other variations thereof or comparable terminology. In particular, they include statements relating to, among other things, the emergence from bankruptcy of Caesars Entertainment Operating Company, Inc. and the expected timing thereof, 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. These forward-looking statements are based on current expectations and projections about future events.

~~You~~This ~~are cautioned~~filing ~~that~~includes “forward-looking statements” ~~are~~intended ~~not~~to ~~guarantees~~qualify offor ~~future~~the ~~performance~~safe orharbor ~~results~~from ~~and~~liability ~~involve~~established ~~risks~~by ~~and~~the Private ~~uncertainties~~Securities ~~that~~Litigation ~~cannot~~Reform beAct ~~predicted~~of or1995. ~~quantified~~You ~~and,~~can ~~consequently,~~identify these statements by the ~~actual~~fact ~~performance~~that ofthey ~~CAC~~do ~~may~~not ~~differ~~relate ~~materially~~strictly ~~from those~~to ~~expressed~~historical or ~~implied~~current byfacts ~~such~~and ~~forward-looking~~by ~~statements.~~the ~~Such~~use ~~risks~~of ~~and~~words ~~uncertainties~~such ~~include~~as, ~~but~~“will,” ~~are~~“may,” “potential,” ~~not~~and ~~limited~~“propose” ~~to,~~or the ~~following~~negative ~~factors,~~or asother ~~well~~variations asthereof ~~other~~or ~~factors~~comparable ~~described~~terminology. ~~from~~In ~~time~~particular, tothey ~~time~~include instatements ~~our~~relating ~~reports~~to, ~~filed~~among ~~with~~other ~~the~~things, ~~SEC:~~ the ~~Merger Agreement~~emergence ~~(as~~from ~~defined~~bankruptcy ~~below)~~of ~~may~~Caesars ~~not~~Entertainment Operating beCompany, ~~approved~~Inc. byand the ~~CAC~~expected ~~and~~timing ~~CEC stockholders~~thereof, ~~respectively,~~future atactions ~~the~~that ~~respective~~may ~~special~~be ~~meetings~~taken orby ~~the~~CAC ~~failure~~and toothers ~~satisfy~~with ~~any~~respect ofthereto, the ~~other~~completion ~~closing conditions~~ of the Merger ~~Agreement,~~and the ~~Merger~~terms ~~may~~and ~~not~~use ~~be consummated~~of orproceeds ~~one~~of orthe ~~more~~refinancing ~~events,~~transaction. ~~changes~~These orforward-looking statements ~~other~~are ~~circumstances~~based ~~that~~on ~~could~~current ~~occur~~expectations ~~that~~and ~~could~~projections ~~give~~about ~~rise~~future ~~to the termination of the Merger Agreement~~events.

You are cautioned tothat forward-looking statements are not ~~place~~guarantees ~~undue~~of ~~reliance~~future onperformance ~~these~~or results and involve risks and uncertainties that cannot be predicted or quantified and, consequently, the actual performance of CAC may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, ~~which~~but ~~speak~~are not ~~only~~limited to, the following factors, as ofwell as other factors described from time to time in our reports filed with the ~~date~~SEC: ofthe ~~this~~Merger ~~filing.~~Agreement may not be approved by the CAC ~~undertakes~~and noCEC ~~obligation~~stockholders, torespectively, ~~publicly~~at ~~update~~the respective special meetings or ~~release~~the failure to satisfy any ~~revisions~~of tothe ~~these~~other ~~forward-looking~~closing ~~statements~~conditions toof ~~reflect~~ the Merger Agreement, the Merger may not be consummated or one or more events, changes or other circumstances ~~after~~that could occur that could give rise to the ~~date~~termination of ~~this~~the ~~filing~~Merger Agreement and our ability (or inability) to ~~reflect~~complete the ~~occurrence~~refinancing oftransaction ~~unanticipated~~on ~~events,~~the ~~except~~terms asdescribed ~~required~~or byat ~~law~~all.

~~Important~~You are cautioned to not place undue ~~Additional~~reliance ~~Information~~on these forward-looking statements, which speak only as of the date of this filing. CAC undertakes no obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this filing or to reflect the occurrence of unanticipated events, except as required by law.

~~Pursuant~~Item ~~to the Amended and Restated Agreement and Plan of Merger, dated as of July~~ 9, 2016, between CAC and CEC, as subsequently amended on February 20, 2017 (as amended, the “Merger Agreement”), among other things, CAC will merge with and into CEC, with CEC as the surviving company (the “Merger”).01 InFinancial ~~connection~~Statements ~~with the Merger, on March 13, 2017, CAC~~ and CEC filed with the Securities and Exchange Commission (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 Exhibits.

~~transaction~~(d) Exhibits. The ~~registration~~following ~~statement~~exhibits 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~~being ~~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). herewith:

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.


Exhibit No.		Description

99.1		Lender Presentation.

99.2		Disclosure Material.

~~CAC, CEC~~SIGNATURES 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~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~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.

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

ExhibitNo.		Description
10.1		Incremental Assumption Agreement and Amendment No. 1, dated as of April 27, 2017

EXHIBIT INDEX

SIGNATURES


Exhibit No.		Description

99.1		Lender Presentation.

99.2		Disclosure Material.

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.

EXHIBIT INDEX

ExhibitNo.		Description
10.1		Incremental Assumption Agreement and Amendment No. 1, dated as of April 27, 2017

CAESARS ACQUISITION COMPANY

Date: June 13, 2017

/s/ CRAIG J. ABRAHAMS

Name: Craig J. Abrahams

Title: Chief Financial Officer

Filing Compare · Caesars Acquisition Co