0000899243-20-020091.txt : 20200722
0000899243-20-020091.hdr.sgml : 20200722
20200722185437
ACCESSION NUMBER: 0000899243-20-020091
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200720
FILED AS OF DATE: 20200722
DATE AS OF CHANGE: 20200722
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hession Eric A
CENTRAL INDEX KEY: 0001628499
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10410
FILM NUMBER: 201042394
MAIL ADDRESS:
STREET 1: ONE CAESARS PALACE DRIVE
CITY: LAS VEGAS
STATE: NV
ZIP: 89109
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CAESARS HOLDINGS, INC.
CENTRAL INDEX KEY: 0000858339
STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011]
IRS NUMBER: 621411755
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: ONE CAESARS PALACE DRIVE
CITY: LAS VEGAS
STATE: NV
ZIP: 89109
BUSINESS PHONE: 7024076000
MAIL ADDRESS:
STREET 1: ONE CAESARS PALACE DRIVE
CITY: LAS VEGAS
STATE: NV
ZIP: 89109
FORMER COMPANY:
FORMER CONFORMED NAME: CAESARS ENTERTAINMENT Corp
DATE OF NAME CHANGE: 20101123
FORMER COMPANY:
FORMER CONFORMED NAME: HARRAHS ENTERTAINMENT INC
DATE OF NAME CHANGE: 19950727
FORMER COMPANY:
FORMER CONFORMED NAME: PROMUS COMPANIES INC
DATE OF NAME CHANGE: 19920703
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-07-20
1
0000858339
CAESARS HOLDINGS, INC.
CZR
0001628499
Hession Eric A
ONE CAESARS PALACE DRIVE
LAS VEGAS
NV
89109
0
1
0
0
EVP,Chief Financial Officer
Common Stock
2020-07-20
4
D
0
418943
D
214052
D
Common Stock
2020-07-20
4
D
0
214052
D
0
D
Employee stock option (right to buy)
8.23
2020-07-20
4
D
0
11621
D
2022-07-25
Common Stock
11621
0
D
Employee stock option (right to buy)
8.22
2020-07-20
4
D
0
16328
D
2022-08-21
Common Stock
16328
0
D
Employee stock option (right to buy)
8.23
2020-07-20
4
D
0
3486
D
2022-07-25
Common Stock
3486
0
D
Employee stock option (right to buy)
8.22
2020-07-20
4
D
0
1705
D
2022-08-21
Common Stock
1705
0
D
Employee stock option (right to buy)
8.22
2020-07-20
4
D
0
4083
D
2022-08-21
Common Stock
4083
0
D
Employee stock option (right to buy)
9.36
2020-07-20
4
D
0
26250
D
2025-05-29
Common Stock
26250
0
D
Employee stock option (right to buy)
9.45
2020-07-20
4
D
0
3125
D
2023-06-28
Common Stock
3125
0
D
Employee stock option (right to buy)
9.45
2020-07-20
4
D
0
20000
D
2024-05-07
Common Stock
20000
0
D
On July 20, 2020, pursuant to that certain Agreement and Plan of Merger, dated as of June 24, 2019 (as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of August 15, 2019, the "Merger Agreement"), by and among Caesars Entertainment Corporation, a Delaware corporation (the "Company"), Eldorado Resorts, Inc., a Nevada corporation ("New Caesars") and Colt Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of New Caesars ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger").
(Continued from footnote 1) The Company stockholders were entitled to receive consideration per Company share equal to, at the election of the holder thereof and subject to the proration procedures described in the Merger Agreement, approximately $12.41 in cash or approximately 0.3085 shares of New Caesars Common Stock with a value equal to approximately $12.41 (based on the volume weighted average price per share of New Caesars Common Stock for the 10 trading days ending on July 16, 2020).
Represents time-vesting restricted stock units. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each such outstanding restricted stock unit was converted into a number of time-based restricted stock units in respect of shares of New Caesars common stock in an amount equal to (a) the per share merger consideration amount divided by (b) the volume weighted average price per share of New Caesars Common Stock for the 10 trading days ending on July 16, 2020.
Pursuant to the terms of the Merger Agreement, at the Effective Time, each vested and outstanding option to acquire Company common stock that had a per share exercise price less than the cash election consideration (each, a "Vested Caesars Stock Option") was converted into the right to receive an amount in cash equal to the product of (a) the number of "net shares" of Company common stock applicable to such Vested Caesars Stock Option (after taking into account the exercise price applicable to such option) and (b) the cash election consideration.
/s/ Jill Eaton, by Power of Attorney, on behalf of Eric A. Hession
2020-07-22