Item 1.01. Entry into a Material Definitive Agreement.

Convertible Notes Supplemental Indenture

On July 20, 2020, the Company, Former Caesars and Delaware Trust Company, as trustee (the "Convertible Notes Trustee"), entered into the Second Supplemental Indenture, dated as of July 20, 2020 (the "Second Supplemental Indenture"), to the indenture, dated as of October 6, 2017 (the "Base Indenture"), as amended by that certain First Supplemental Indenture, dated as of November 27, 2019 (the "First Supplemental Indenture" and, together with the Base Indenture and the Second Supplemental Indenture, the "Convertible Notes Indenture"), by and between Former Caesars and the Convertible Notes Trustee, relating to Former Caesars' 5.00% Convertible Senior Notes due 2024 (the "Convertible Notes").

As a result of the Merger, and pursuant to the Second Supplemental Indenture, the Convertible Notes are no longer convertible into shares of common stock, par value $0.01 per share, of Former Caesars ("Former Caesars Common Stock"). Instead, for each share of Former Caesars Common Stock into which such Convertible Notes were convertible immediately prior to the Merger, such Convertible Notes will be convertible into the weighted average per share of Former Caesars Common Stock of the amount of cash and number of shares of common stock, par value $0.00001 per share, of the Company ("Company Common Stock") received as consideration in the Merger by holders of Former Caesars Common Stock that affirmatively made an election with respect to the Cash Election Consideration (as defined below) or the Stock Election Consideration (as defined below).

In addition, pursuant to the Second Supplemental Indenture, the Company irrevocably and unconditionally guaranteed, on a senior unsecured basis, the full and punctual payment of all amounts payable by Former Caesars due under the Convertible Notes Indenture.

The foregoing descriptions of the Convertible Notes Indenture and the transactions contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the full text of the Second Supplemental Indenture, which is filed as Exhibit 4.1 hereto and incorporated herein by reference.

Company Supplemental Indentures

As previously disclosed, on July 6, 2020, Merger Sub issued (i) $3.4 billion aggregate principal amount of 6.250% Senior Secured Notes due 2025 (the "2025 Secured Notes") pursuant to an indenture, dated as of July 6, 2020 (the "2025 Secured Indenture"), by and between Merger Sub and U.S. Bank National Association, as trustee, and as collateral agent, (ii) $1.8 billion aggregate principal amount of 8.125% Senior Notes due 2027 (the "2027 Senior Notes" and, together with the 2025 Secured Notes, the "Company Notes"), pursuant to an indenture, dated as of July 6, 2020 (the "2027 Senior Indenture" and, together with the 2025 Secured Indenture, the "Company Indentures"), by and between Merger Sub and U.S. Bank National Association, as trustee, and (iii) $1.0 billion aggregate principal amount of 5.750% Senior Secured Notes due 2025 (the "CRC Secured Notes") pursuant to an indenture, dated as of July 6, 2020 (the "CRC Indenture"), by and among Merger Sub, U.S. Bank National Association, . . .

Item 1.02. Termination of a Material Definitive Agreement.

Termination of ERI Existing Credit Agreement

On July 20, 2020, the outstanding loans under the ERI Existing Credit Agreement were paid in full (together with accrued and unpaid interest thereon and fees and expenses due and payable under the ERI Existing Credit Agreement), the commitments to extend credit under the ERI Existing Credit Agreement were terminated, and all guarantees and security interests granted with respect to the obligations under the ERI Existing Credit Agreement and the related documents were released.

Redemption of Senior Notes

On June 25, 2020, the Company provided conditional notices of redemption with respect to all of its outstanding (a) 7.00% Senior Notes due 2023 (the "2023 Notes") issued pursuant to the indenture, dated as of July 23, 2015, as supplemented and amended from time to time (the "2023 Notes Indenture"), (b) 6.00% Senior Notes due 2025 (the "2025 Notes") issued pursuant to the indenture, dated as of March 29, 2017, as supplemented and amended from time to time (the "2025 Notes Indenture"), and (c) 6.00% Senior Notes due 2026 (the "2026 Notes" and, together with the 2023 Notes and the 2025 Notes, the "Senior Notes") issued pursuant to the indenture, dated as of September 10, 2018, as supplemented and amended from time to time (the "2026 Notes Indenture" and, together with the 2023 Notes Indenture and the 2025 Notes Indenture, the "Old Indentures").

The 2023 Notes and the 2025 Notes will be redeemed on July 25, 2020 at a redemption price of 103.500% and 104.500%, respectively, of the aggregate principal amount thereof. With respect to the 2026 Notes, $210 million aggregate principal amount of the 2026 Notes will be redeemed on July 25, 2020 at a redemption price of 106.000% of such aggregate principal amount, and the remaining and outstanding 2026 Notes following such partial redemption will be redeemed on July 26, 2020 at a redemption price of 100.000% of the aggregate principal amount thereof plus the Applicable Premium (as defined in the 2026 Notes Indenture).

On July 20, 2020, in connection with the consummation of the Merger and the redemption of the outstanding Senior Notes, the Company satisfied and discharged its obligations under the Old Indentures by depositing with U.S Bank National Association, as trustee to each of the Senior Notes, cash in an amount sufficient to pay the redemption prices payable in respect of all outstanding Senior Notes (including accrued and unpaid interest on the Senior Notes to, but excluding, the relevant redemption dates), with such amount to be held in trust for the benefit of the holders of the Senior Notes.

Termination of Certain Agreements in Connection with VICI Transactions

On July 20, 2020, in connection with the consummation of the Merger and the transactions contemplated by the Master Transaction Agreement, the Company or its applicable subsidiaries (after giving effect to the Merger) terminated: (i) the HLV Lease; (ii) that certain Guaranty, dated as of December 22, 2017, made by CRC in favor of VICI, pursuant to which CRC provided a guarantee in respect of certain obligations of the tenant under the HLV Lease; (iii) the . . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Consummation of Merger with Caesars Entertainment Corporation

Pursuant to the Merger Agreement, at the Effective Time, each share of Former Caesars Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Former Caesars Common Stock issued and outstanding immediately prior to the Effective Time that were (x) owned or held in treasury by Former Caesars or owned by the Company, any of its subsidiaries or Merger Sub or (y) held by a holder of record who did not vote in favor of the adoption of the Merger Agreement and is entitled pursuant to, and who has complied in all respects with, Section 262 of the General Corporation Law of the State of Delaware) was converted into the right to receive, at the election of the holder thereof and subject to the proration procedures described in the Merger Agreement, approximately $12.41 in cash (the "Cash Election Consideration") or approximately 0.3085 shares of Company Common Stock with a value equal to approximately $12.41 (based on the volume weighted average price per share of Company Common Stock for the 10 trading days ending on July 16, 2020) (the "Stock Election Consideration").

As previously disclosed, holders of 271,242,689 shares of Former Caesars Common Stock (including shares tendered via notices of guaranteed delivery) elected to receive the Stock Election Consideration ("Stock Election Shares"), holders of 382,608,319 shares of Former Caesars Common Stock (including shares tendered via notices of guaranteed delivery) elected to receive the Cash Election Consideration ("Cash Election Shares"), and holders of the remaining shares of Former Caesars Common Stock did not make any election ("No Election Shares"). An aggregate of 9,905,093 Stock Election Shares tendered via notices of guaranteed delivery were not tendered by the expiration of the period for delivery of shares tendered via notices for guaranteed delivery and, as such, were treated as No Election Shares. As a result and in accordance with the proration procedures described in the Merger Agreement, (a) each holder of Cash Election Shares or No Election Shares became entitled to receive the Cash Election Consideration with respect to such holder's Cash Election Shares or No Election Shares, as applicable, and (b) each holder of Stock Election Shares became entitled to receive the Stock Election Consideration with respect to approximately 77.237062% of such holder's Stock Election Shares and the Cash Election Consideration with respect to the remaining approximately 22.762938% of such holder's Stock Election Shares (collectively, the "Merger Consideration"). No fractional shares of Company Common Stock will be issued, and holders of shares of Former Caesars Common Stock will receive cash in lieu of any fractional shares of Company Common Stock.

Pursuant to the Merger Agreement, at the Effective Time, (i) each performance stock unit of Former Caesars that was eligible to vest based on Former Caesars' level of EBITDA or adjusted EBITDA, as measured over the applicable performance . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Items 1.01, 2.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 4.01 Changes in Registrant's Certifying Accountant.

On July 17, 2020, the Audit Committee (the "Audit Committee") of the board of directors of the Company (the "Board") approved the engagement of Deloitte & Touche LLP ("Deloitte"), and dismissal of Ernst and Young LLP ("EY"), as the Company's independent registered public accounting firm effective following the completion of the review of the Company's results of operations for the quarter ended June 30, 2020. Deloitte previously served as the independent registered public accounting firm of Former Caesars, and has been engaged to serve as the independent registered public accounting firm for the combined company in connection with the Merger.

The reports of EY on the Company's consolidated financial statements for the years ended December 31, 2019 and 2018 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.

During the Company's two most recent fiscal years ended December 31, 2019 and 2018 and the subsequent interim period, there were no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Exchange Act ("Regulation S-K") and the related instructions thereto, with EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EY, would have caused it to make reference to the subject matter of the disagreements in connection with its reports. Also, during this same period, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto. The Company intends to file an amendment to this Form 8-K within four business days following the completion of EY's review of the Company's results of operations for the quarter ended June 30, 2020.

The Company has provided EY with the disclosures under this Item 4.01, and has requested EY to furnish the Company with a letter addressed to the Securities and Exchange Commission (the "SEC") stating whether it agrees with the statements made by the Company in this Item 4.01 and, if not, stating the respects in which it does not agree. The EY letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

During the Company's two most recent fiscal years ended December 31, 2019 and 2018, and during the subsequent interim period, neither the Company, nor anyone on its behalf, consulted Deloitte with respect to: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report was provided to the Company nor oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

--------------------------------------------------------------------------------

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

In accordance with the Merger Agreement, effective as of the Effective Time, (a) the Company expanded the size of the Board from nine to eleven members, (b) each of Roger Wagner, Gregory Kozicz and James Hawkins resigned as a member of the Board and (c) each of Keith Cozza, Jan Jones Blackhurst, Don Kornstein, Courtney Mather and James Nelson (the "New Director Appointee") became a member of the Board. As a result of these changes, following the Effective Time, the Board consists of the New Director Appointees, Gary Carano, David Tomick, Thomas Reeg, Frank Fahrenkopf, Michael Pegram and Bonnie Biumi.

As non-management members of the Board, the New Director Appointees will receive the compensation paid to non-management directors for service on the Board and its committees.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On the Closing Date, in accordance with the Merger Agreement, the Company filed a Certificate of Conversion with the Secretary of State of the State of Delaware and Articles of Conversion with the Secretary of State of the State of Nevada to convert the Company from a Nevada corporation to a Delaware corporation (the "Conversion"). Simultaneously with the Conversion, the Company filed a Certificate of Incorporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delaware, which replaced the articles of incorporation of the Company, and adopted new Bylaws (the "Bylaws") in accordance with the terms of the Certificate of Incorporation and applicable law.

Descriptions of the material terms and conditions of the Certificate of Incorporation and the Bylaws can be found in the sections titled "ERI Proposal No. 2: Approval of the Delaware Conversion" and "Comparison of Stockholders' Rights" in the Company's registration statement on Form S-4 (File No. 333-233591) filed with the SEC and declared effective on October 11, 2019, and are incorporated herein by reference.

The foregoing descriptions of the Certificate of Incorporation and the Bylaws do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of each document. The Certificate of Incorporation and the Bylaws are filed as Exhibits 3.1 and 3.2 hereto, respectively, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






  (a) Financial statements of businesses acquired.

The audited consolidated balance sheets of Former Caesars as of December 31, 2019 and 2018, and the audited consolidated statements of operations, consolidated statements of comprehensive income (loss), consolidated statements of stockholders' equity (deficit) and consolidated statements of cash flows of Former Caesars for each of the years ended December 31, 2019, 2018 and 2017, and the notes related thereto, are filed as Exhibit 99.1 hereto and are incorporated herein by reference.

The unaudited consolidated condensed balance sheet of Former Caesars as of March 31, 2020, and the unaudited consolidated condensed statements of operations and comprehensive income (loss), consolidated condensed statements of stockholders' equity and consolidated condensed statements of cash flows of Former Caesars for the three months ended March 31, 2020 and 2019, and the notes related thereto, are filed as Exhibit 99.2 hereto and are incorporated herein by reference.





  (b) Pro forma financial information.

The Company intends to file the pro forma financial statements with respect to the transactions described in Item 2.01 as required by this Item as an amendment to this 8-K not later than 71 days after the date on which this Form 8-K is required to be filed.

--------------------------------------------------------------------------------


  (d) Exhibits:




Exhibit
  No.                                    Description

 2.1*        Agreement and Plan of Merger, dated as of June 24, 2019, by and among
           Caesars Entertainment Corporation, Eldorado Resorts, Inc. and Colt
           Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to Caesars
           Entertainment, Inc.'s (formerly Eldorado Resorts, Inc.) Current Report
           on Form 8-K filed on June 25, 2019).

 2.2         Amendment No. 1 to Agreement and Plan of Merger, dated as of
           August 15, 2019, by and among Caesars Entertainment Corporation,
           Eldorado Resorts, Inc. and Colt Merger Sub, Inc. (incorporated by
           reference to Exhibit 2.1 to Caesars Entertainment, Inc.'s (formerly
           Eldorado Resorts, Inc.) Current Report on Form 8-K filed on August 16,
           2019).

 2.3         Purchase and Sale Agreement dated as of September 26, 2019 by and
           between Eldorado Resorts, Inc. and VICI Properties L.P. (Harrah's New
           Orleans; New Orleans, Louisiana) (incorporated by reference to Exhibit
           2.1 to Caesars Entertainment, Inc.'s (formerly Eldorado Resorts, Inc.)
           Current Report on Form 8-K filed on September 26, 2019).

 2.4         Purchase and Sale Agreement dated as of September 26, 2019 by and
           between Eldorado Resorts, Inc. and VICI Properties L.P. (Harrah's
           Resort Atlantic City and Harrah's Atlantic City Waterfront Conference
           Center; Atlantic City, New Jersey) (incorporated by reference to
           Exhibit 2.2 to Caesars Entertainment, Inc.'s (formerly Eldorado
           Resorts, Inc.) Current Report on Form 8-K filed on September 26, 2019).


 2.5         Purchase and Sale Agreement dated as of September 26, 2019 by and
           between Eldorado Resorts, Inc. and VICI Properties L.P. (Harrah's
           Laughlin Hotel and Casino; Laughlin, Nevada) (incorporated by reference
           to Exhibit 2.3 to Caesars Entertainment, Inc.'s (formerly Eldorado
           Resorts, Inc.) Current Report on Form 8-K filed on September 26, 2019).


 2.6         Master Transaction Agreement, dated as of June 24, 2019, by and among
           VICI Properties L.P. and Eldorado Resorts, Inc. (incorporated by
           reference to Exhibit 10.3 to Caesars Entertainment, Inc.'s (formerly
           Eldorado Resorts, Inc.) Current Report on Form 8-K filed on June 25,
           2019).

 3.1         Certificate of Incorporation of Caesars Entertainment, Inc.

 3.2         Bylaws of Caesars Entertainment, Inc.

 4.1         Second Supplemental Indenture, dated as of July 20, 2020, by and
           among Caesars Entertainment Corporation, Eldorado Resorts, Inc. and
           Delaware Trust Company.

 4.2         Supplemental Indenture, dated as of July 20, 2020, to Indenture (2025
           Secured Notes), dated as of July 6, 2020, by and among Colt Merger Sub,
           Inc., Eldorado Resorts, Inc., the subsidiary guarantors party thereto
           and U.S. Bank National Association.

 4.3         Supplemental Indenture, dated as of July 20, 2020, to Indenture (2027
           Senior Notes), dated as of July 6, 2020, by and among Colt Merger Sub,
           Inc., Eldorado Resorts, Inc., the subsidiary guarantors party thereto
           and U.S. Bank National Association.

 4.4         Supplemental Indenture, dated as of July 20, 2020, to Indenture (CRC
           Secured Notes), dated as of July 6, 2020, by and among Colt Merger Sub,
           Inc., CRC Finco, Inc., Caesars Resort Collection, LLC, the subsidiary
           guarantors party thereto, U.S. Bank National Association and Credit
           Suisse AG, Cayman Islands Branch.

10.1         Credit Agreement, dated as of July 20, 2020, by and among Eldorado
           Resorts, Inc., the lenders party thereto from time to time, JPMorgan
           Chase Bank, N.A., as administrative agent, and U.S. Bank National
           Association, as collateral agent.

10.2         Incremental Assumption Agreement No. 1, dated as of July 20, 2020, by
           and among Eldorado Resorts, Inc., the subsidiary guarantors party
           thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as
           administrative agent.

10.3         Incremental Assumption Agreement No. 1, dated as of July 20, 2020, by
           and among Caesars Resort Collection, LLC, the subsidiary guarantors
           party thereto, the lenders party thereto and Credit Suisse AG, Cayman
           Islands Branch, as administrative agent.

10.4         Incremental Assumption Agreement No. 2, dated as of July 20, 2020, by
           and among Caesars Resort Collection, LLC, the subsidiary guarantors
           party thereto, the lender party thereto and Credit Suisse AG, Cayman
           Islands Branch, as administrative agent.

10.5         CPLV Lease (conformed through the Second Amendment), dated as of
           July 20, 2020, by and among CPLV Property Owner LLC, Desert Palace LLC
           and CEOC, LLC.

10.6†        Non-CPLV Lease (conformed through the Fifth Amendment), dated as of
           July 20, 2020, by and among the entities listed on Schedules A and B
           thereto and CEOC, LLC.

10.7†        Second Amendment, dated as of July 20, 2020, to Lease (Joliet), dated
           as of October 7, 2017, by and between Harrah's Joliet Landco LLC and
           Des Plaines Development Limited Partnership.

10.8         Guaranty of Lease, dated as of July 20, 2020, by and among Eldorado
           Resorts, Inc., CPLV Property Owner LLC and Claudine Propco LLC (CPLV).


10.9         Guaranty of Lease, dated as of July 20, 2020, by and among Eldorado
           Resorts, Inc. and the entities listed on Schedule A thereto
           (Non-CPLV).

10.10        Guaranty of Lease, dated as of July 20, 2020, by and between Eldorado
           Resorts, Inc. and Harrah's Joliet Landco LLC (Joliet).

10.11*       Right of First Refusal Agreement, dated as of July 20, 2020, by and
           between Eldorado Resorts, Inc. and VICI Properties L.P. (Las Vegas
           Strip).

--------------------------------------------------------------------------------


10.12*      Right of First Refusal Agreement, dated as of July 20, 2020, by and
          between Eldorado Resorts, Inc. and VICI Properties L.P. (Horseshoe
          Baltimore).

10.13       Second Amendment, dated as of July 20, 2020, to Golf Course Use
          Agreement, dated as of October 6, 2017, by and among Rio Secco LLC,
          Cascata LLC, Chariot Run LLC, Grand Bear LLC, Caesars Enterprise
          Services, LLC, CEOC, LLC and, solely for purposes of Section 2.1(c)
          thereof, Caesars License Company, LLC.

10.14*      Amended and Restated Put-Call Right Agreement, dated as of July 20,
          2020, by and among Claudine Propco, LLC and Eastside Convention Center,
          LLC.

10.15*      Put-Call Right Agreement entered into as of July 20, 2020 by and
          between Centaur Propco LLC and Caesars Resort Collection, LLC.

16.1        Letter from Ernst & Young LLP, dated July 21, 2020.

99.1      The audited consolidated balance sheets of Caesars Holdings, Inc.
          (formerly Caesars Entertainment Corporation) as of December 31, 2019 and
          2018, and the audited consolidated statements of operations,
          consolidated statements of comprehensive income (loss), consolidated
          statements of stockholders' equity (deficit) and consolidated statements
          of cash flows of Caesars Holdings, Inc. (formerly Caesars Entertainment
          Corporation) for each of the years ended December 31, 2019, 2018 and
          2017, and the notes related thereto (incorporated by reference to   Part
          II, Item 8   and   Part IV, Item 15   of Caesars Holdings, Inc.'s
          (formerly Caesars Entertainment Corporation) Annual Report on Form 10-K
          for the year ended December 31, 2019, filed on February 25, 2020).

99.2        The unaudited consolidated condensed balance sheet of Caesars
          Holdings, Inc. (formerly Caesars Entertainment Corporation) as of
          March 31, 2020, and the unaudited consolidated condensed statements of
          operations and comprehensive income (loss), consolidated condensed
          statements of stockholders' equity and consolidated condensed statements
          of cash flows of Caesars Holdings, Inc. (formerly Caesars Entertainment
          Corporation) for the three months ended March 31, 2020 and 2019, and the
          notes related thereto (incorporated by reference to Part I of Caesars
          Holdings, Inc.'s (formerly Caesars Entertainment Corporation) Quarterly
          Report on Form 10-Q for the quarterly period ended March 31, 2020, filed
          on May 11, 2020).

104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document).

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of

Regulation S-K. The Company will furnish supplementally copies of omitted

schedules and exhibits to the U.S. Securities and Exchange Commission upon its

request.

† Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of


  Regulation S-K because such information is (i) not material and (ii) could be
  competitively harmful if publicly disclosed. The Company will furnish
  supplementally an unredacted copy of such exhibit to the U.S. Securities and
  Exchange Commission upon its request.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses