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