0001567619-19-006698.txt : 20190312 0001567619-19-006698.hdr.sgml : 20190312 20190312170349 ACCESSION NUMBER: 0001567619-19-006698 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190307 FILED AS OF DATE: 20190312 DATE AS OF CHANGE: 20190312 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICAHN PARTNERS MASTER FUND LP CENTRAL INDEX KEY: 0001322827 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10410 FILM NUMBER: 19675805 BUSINESS ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 646-861-7060 MAIL ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 FORMER NAME: FORMER CONFORMED NAME: Icahn Partners Master Fund LP DATE OF NAME CHANGE: 20050405 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICAHN PARTNERS LP CENTRAL INDEX KEY: 0001313666 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10410 FILM NUMBER: 19675806 BUSINESS ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 646-861-7060 MAIL ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 FORMER NAME: FORMER CONFORMED NAME: Icahn Partners L P DATE OF NAME CHANGE: 20050107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HIGH RIVER LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000928464 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10410 FILM NUMBER: 19675807 BUSINESS ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 646-861-7060 MAIL ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 FORMER NAME: FORMER CONFORMED NAME: HIGH RIVER LIMITED PARTNERSHIP /NY/ DATE OF NAME CHANGE: 19990517 FORMER NAME: FORMER CONFORMED NAME: HIGH RIVER LIMITED PARTNERSHIP DATE OF NAME CHANGE: 19950526 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10410 FILM NUMBER: 19675808 BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER NAME: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CAESARS ENTERTAINMENT Corp 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: HARRAHS ENTERTAINMENT INC DATE OF NAME CHANGE: 19950727 FORMER COMPANY: FORMER CONFORMED NAME: PROMUS COMPANIES INC DATE OF NAME CHANGE: 19920703 3 1 doc1.xml FORM 3 X0206 3 2019-03-07 0 0000858339 CAESARS ENTERTAINMENT Corp CZR 0000921669 ICAHN CARL C C/O ICAHN ASSOCIATES HOLDINGS LLC 767 FIFTH AVE., SUITE 4700 NEW YORK NY 10153 0 0 1 0 0000928464 HIGH RIVER LIMITED PARTNERSHIP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001313666 ICAHN PARTNERS LP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001322827 ICAHN PARTNERS MASTER FUND LP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 Common Stock, $0.01 par value per share 99250942 I please see footnotes Total Return Equity Swaps 2021-01-29 Common Stock, $0.01 par value per share 46929336 I please see footnotes Total Return Equity Swaps 2021-06-30 Common Stock, $0.01 par value per share 25000000 I please see footnotes 5.00% Convertible Senior Notes due 2024 2017-10-06 2024-10-01 Common Stock, $0.01 par value per share 5724421 I please see footnotes 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. CARL C. ICAHN 2019-03-12 HIGH RIVER LIMITED PARTNERSHIP 2019-03-12 ICAHN PARTNERS LP 2019-03-12 ICAHN PARTNERS MASTER FUND LP 2019-03-12