3//SEC Filing
ICAHN PARTNERS MASTER FUND LP 3
Accession 0001567619-19-006698
CIK 0000858339other
Filed
Mar 11, 8:00 PM ET
Accepted
Mar 12, 5:03 PM ET
Size
20.2 KB
Accession
0001567619-19-006698
Insider Transaction Report
Form 3
ICAHN CARL C
10% Owner
Holdings
- (indirect: please see footnotes)
5.00% Convertible Senior Notes due 2024
From: 2017-10-06Exp: 2024-10-01→ Common Stock, $0.01 par value per share (5,724,421 underlying) - 99,250,942(indirect: please see footnotes)
Common Stock, $0.01 par value per share
- (indirect: please see footnotes)
Total Return Equity Swaps
Exp: 2021-01-29→ Common Stock, $0.01 par value per share (46,929,336 underlying) - (indirect: please see footnotes)
Total Return Equity Swaps
Exp: 2021-06-30→ Common Stock, $0.01 par value per share (25,000,000 underlying)
HIGH RIVER LIMITED PARTNERSHIP
10% Owner
Holdings
- (indirect: please see footnotes)
Total Return Equity Swaps
Exp: 2021-01-29→ Common Stock, $0.01 par value per share (46,929,336 underlying) - 99,250,942(indirect: please see footnotes)
Common Stock, $0.01 par value per share
- (indirect: please see footnotes)
Total Return Equity Swaps
Exp: 2021-06-30→ Common Stock, $0.01 par value per share (25,000,000 underlying) - (indirect: please see footnotes)
5.00% Convertible Senior Notes due 2024
From: 2017-10-06Exp: 2024-10-01→ Common Stock, $0.01 par value per share (5,724,421 underlying)
ICAHN PARTNERS LP
10% Owner
Holdings
- (indirect: please see footnotes)
Total Return Equity Swaps
Exp: 2021-06-30→ Common Stock, $0.01 par value per share (25,000,000 underlying) - 99,250,942(indirect: please see footnotes)
Common Stock, $0.01 par value per share
- (indirect: please see footnotes)
Total Return Equity Swaps
Exp: 2021-01-29→ Common Stock, $0.01 par value per share (46,929,336 underlying) - (indirect: please see footnotes)
5.00% Convertible Senior Notes due 2024
From: 2017-10-06Exp: 2024-10-01→ Common Stock, $0.01 par value per share (5,724,421 underlying)
ICAHN PARTNERS MASTER FUND LP
10% Owner
Holdings
- (indirect: please see footnotes)
Total Return Equity Swaps
Exp: 2021-06-30→ Common Stock, $0.01 par value per share (25,000,000 underlying) - 99,250,942(indirect: please see footnotes)
Common Stock, $0.01 par value per share
- (indirect: please see footnotes)
Total Return Equity Swaps
Exp: 2021-01-29→ Common Stock, $0.01 par value per share (46,929,336 underlying) - (indirect: please see footnotes)
5.00% Convertible Senior Notes due 2024
From: 2017-10-06Exp: 2024-10-01→ Common Stock, $0.01 par value per share (5,724,421 underlying)
Footnotes (10)
- [F1]Of the 99,250,942 shares (the "Shares") of common stock, par value $0.01 per share ("Common Stock"), of Caesars Entertainment Corporation (the "Issuer") reported in Table I, High River Limited Partnership ("High River") directly beneficially owns 19,850,190 of such Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 46,483,160 of such Shares and Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 32,917,592 of such Shares.
- [F10]The reporting persons beneficially own $41,183,201 of the Issuer's 5.00% Convertible Senior Notes due 2024 ("Convertible Notes"), which are convertible into shares of the Issuer's Common Stock at a rate of 0.138998325 shares of Common Stock per $1.00 principal amount of Convertible Notes, subject to adjustment.
- [F2]Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master.
- [F3]Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners and Icahn Master. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d- 3 under the Act) the securities which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- [F4]Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the securities which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- [F5]Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the securities which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- [F6]During the period from December 2018 through February 2019, each of High River, Icahn Partners and Icahn Master entered into cash-settled total return equity swaps (the "January 2021 Swaps") with certain securities dealers (each, a "counterparty"). The January 2021 Swaps reference 46,929,336 shares of Common Stock in the aggregate and have reference prices ranging from $6.32 to $9.26 inclusive, with a weighted average reference price of approximately $8.15.
- [F7]Under the terms of the January 2021 Swaps (i) the reporting persons party thereto are obligated to pay to the respective counterparty any negative price performance of the shares of Common Stock subject to the January 2021 Swaps between the execution date and the expiration date of the January 2021 Swaps (that is, January 29, 2021, subject to earlier settlement and termination), plus a financing charge, and (ii) the respective counterparty is obligated to pay to the reporting persons any positive price performance of the shares of Common Stock subject to the January 2021 Swaps between the execution date and the expiration date of the January 2021 Swaps.
- [F8]During January and February 2019, each of High River, Icahn Partners and Icahn Master entered into cash-settled total return equity swaps (the "June 2021 Swaps") with a securities dealer (the "counterparty"). The June 2021 Swaps reference 25,000,000 shares of Common Stock in the aggregate and have reference prices ranging from $8.709 to $9.231 inclusive, with a weighted average reference price of approximately $8.74.
- [F9]Under the terms of the June 2021 Swaps (i) the reporting persons party thereto are obligated to pay to the counterparty any negative price performance of the shares of Common Stock subject to the June 2021 Swaps between the execution date and the expiration date of the June 2021 Swaps (that is, as of June 30, 2021, subject to earlier settlement and termination), plus a financing charge, and (ii) the counterparty is obligated to pay to the reporting persons any positive price performance of the shares of Common Stock subject to the June 2021 Swaps between the execution date and the expiration date of the June 2021 Swaps.
Documents
Issuer
CAESARS ENTERTAINMENT Corp
CIK 0000858339
Entity typeother
Related Parties
1- filerCIK 0001322827
Filing Metadata
- Form type
- 3
- Filed
- Mar 11, 8:00 PM ET
- Accepted
- Mar 12, 5:03 PM ET
- Size
- 20.2 KB