0001567619-20-013581.txt : 20200722
0001567619-20-013581.hdr.sgml : 20200722
20200722194257
ACCESSION NUMBER: 0001567619-20-013581
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: ICAHN CARL C
CENTRAL INDEX KEY: 0000921669
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10410
FILM NUMBER: 201042480
BUSINESS ADDRESS:
STREET 1: C/O ICAHN ENTERPRISES L.P.
STREET 2: 16690 COLLINS AVE., PH-1
CITY: SUNNY ISLES BEACH
STATE: FL
ZIP: 33160
BUSINESS PHONE: 305-422-4145
MAIL ADDRESS:
STREET 1: C/O ICAHN ENTERPRISES L.P.
STREET 2: 16690 COLLINS AVE., PH-1
CITY: SUNNY ISLES BEACH
STATE: FL
ZIP: 33160
FORMER NAME:
FORMER CONFORMED NAME: ICAHN CARL C ET AL
DATE OF NAME CHANGE: 19950612
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10410
FILM NUMBER: 201042481
BUSINESS ADDRESS:
STREET 1: 16690 COLLINS AVE.
STREET 2: PH
CITY: SUNNY ISLES
STATE: FL
ZIP: 33160
BUSINESS PHONE: 305-422-4145
MAIL ADDRESS:
STREET 1: 16690 COLLINS AVE.
STREET 2: PH
CITY: SUNNY ISLES
STATE: FL
ZIP: 33160
FORMER NAME:
FORMER CONFORMED NAME: Icahn Partners L P
DATE OF NAME CHANGE: 20050107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ICAHN PARTNERS MASTER FUND LP
CENTRAL INDEX KEY: 0001322827
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10410
FILM NUMBER: 201042482
BUSINESS ADDRESS:
STREET 1: 16690 COLLINS AVE.
STREET 2: PH
CITY: SUNNY ISLES
STATE: FL
ZIP: 33160
BUSINESS PHONE: 305-422-4000
MAIL ADDRESS:
STREET 1: 16690 COLLINS AVE.
STREET 2: PH
CITY: SUNNY ISLES
STATE: FL
ZIP: 33160
FORMER NAME:
FORMER CONFORMED NAME: Icahn Partners Master Fund LP
DATE OF NAME CHANGE: 20050405
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
doc1.xml
FORM 4
X0306
4
2020-07-20
1
0000858339
CAESARS HOLDINGS, INC.
CZR
0000921669
ICAHN CARL C
C/O ICAHN ASSOCIATES HOLDINGS LLC
16690 COLLINS AVE., SUITE PH-1
SUNNY ISLES BEACH
FL
33160
0
0
1
0
0001313666
ICAHN PARTNERS LP
16690 COLLINS AVE., SUITE PH-1
SUNNY ISLES BEACH
FL
33160
0
0
1
0
0001322827
ICAHN PARTNERS MASTER FUND LP
16690 COLLINS AVE., SUITE PH-1
SUNNY ISLES BEACH
FL
33160
0
0
1
0
Common Stock, $0.01 per value per share
2020-07-20
4
J
0
114250942
D
0
I
Please see footnotes
Total Return Equity Swaps
2020-07-20
4
X
1
46929336
A
2021-01-19
Common Stock, $0.01 par value per share
46929336
0
I
Please see footnotes
Total Return Equity Swaps
2020-07-20
4
X
1
25000000
A
2021-06-30
Common Stock, $0.01 par value per share
25000000
0
I
Please see footnotes
On July 20, 2020 (the "Closing Date"), in connection with the closing of the Agreement and Plan of Merger (the "Merger Agreement") by and among Caesars Entertainment Corporation (the "Issuer"), Eldorado Resorts, Inc. ("New Caesars") and Colt Merger Sub, Inc., pursuant to the terms of said Merger Agreement, each share of Issuer common stock reported in Table I above was converted into the right to receive the merger consideration, consisting of 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).
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 LP ("Icahn Partners"). Icahn Offshore is the general partner of Icahn Partners Master Fund LP ("Icahn Master").
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 Icahn Partners and Icahn Master.
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 Securities Exchange Act of 1934) 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 Securities Exchange Act of 1934) 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.
Each of Icahn Partners and Icahn Master were parties to certain cash-settled total return equity swaps which had been entered into with certain securities dealers (each, a "counterparty") during the period from December 2018 through February 2019 and which provided for an expiration date of January 29, 2021 (the "January 2021 Swaps"). The January 2021 Swaps referenced 46,929,336 shares of Issuer common stock in the aggregate.
On July 20, 2020, the Closing Date of the Merger Agreement as described in footnote 1, all of the January 2021 Swaps terminated and were settled in cash. The termination and settlement of the January 2021 Swaps is deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder.
Each of Icahn Partners and Icahn Master were parties to certain cash-settled total return equity swaps which had been entered into with a securities dealer (the "counterparty") during January and February 2019 and which provided for an expiration date of June 30, 2021 (the "June 2021 Swaps"). The June 2021 Swaps referenced 25,000,000 shares of Issuer common stock in the aggregate.
On July 20, 2020, the Closing Date of the Merger Agreement as described in footnote 1, all of the June 2021 Swaps terminated and were settled in cash. The termination and settlement of the June 2021 Swaps is deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder.
/S/ Carl C. Icahn
2020-07-22
/S/ Icahn Partners L.P
2020-07-22
/S/ Icahn Partners Master Fund LP
2020-07-22