Amended Current Report Filing (8-k/a)
29 Septiembre 2016 - 4:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
September 29, 2016 (September 23, 2016)
Date of Report (Date of earliest event reported)
Caesars
Acquisition Company
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-36207
|
|
46-2672999
|
(State of
Incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification Number)
|
One Caesars Palace Drive
Las Vegas, Nevada 89109
(Address of principal executive offices) (Zip Code)
(702) 407-6000
(Registrants telephone number, including area code)
N/A
(Former Name or
Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 2.01 Completion of Acquisition or Disposition of Assets
On September 23, 2016, Caesars Interactive Entertainment, LLC, a Delaware limited liability company (
CIE
), an indirect
subsidiary of Caesars Acquisition Company (
CAC
), sold its social and mobile games business (the
SMG Business
) to Alpha Frontier Limited, a Cayman Islands exempted company (
Purchaser
) (such
sale, together with the transactions contemplated under the Purchase Agreement, the
Sale
), pursuant to the Stock Purchase Agreement, dated as of July 30, 2016 (the
Purchase Agreement
), entered into by and
among CIE, Purchaser, and, solely for certain limited purposes described therein, Caesars Growth Partners, LLC, a Delaware limited liability company (
CGP
), and CIE Growth, LLC, a Delaware limited liability company. The Purchaser
was backed by a consortium that includes Giant Investment (HK) Limited, an affiliate of Shanghai Giant Network Technology Co., Ltd.; Yunfeng Capital; China Oceanwide Holdings Group Co., Ltd.; China Minsheng Trust Co., Ltd.; CDH China HF Holdings
Company Limited and Hony Capital Fund.
This Amendment No. 1 on Form 8-K/A is being filed by CAC to amend the Current Report on Form
8-K filed on September 26, 2016 (the
Original Report
), solely to provide the disclosures required by Item 9.01 of the Form 8-K that were not previously filed with the Original Report. Except as provided herein, the
disclosures made in the Original Report remain unchanged.
Important Additional Information
Pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of July 9, 2016, between CAC and Caesars Entertainment
Corporation (
CEC
), among other things, CAC will merge with and into CEC, with CEC as the surviving company (the
Merger
). In connection with the Merger, CAC and CEC will file with the Securities and Exchange
Commission (the
SEC
) a Registration Statement on Form S-4 that will include a joint proxy statement/prospectus, as well as other relevant documents concerning the proposed transaction. Stockholders are urged to read the
Registration Statement and joint proxy statement/prospectus regarding the Merger when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain
important information. You will be able to obtain a free copy of such joint proxy statement/prospectus, as well as other filings containing information about CAC and CEC, at the SECs website (www.sec.gov), from CAC Investor Relations
(investor.caesarsacquisitioncompany.com) or from CEC Investor Relations (investor.caesars.com).
Item 9.01 Financial Statements and Exhibits.
(b)
|
Pro Forma Financial Information
.
|
The unaudited pro forma consolidated condensed
financial statements of CGP giving pro forma effect to the Sale as of June 30, 2016 and for the six months ended June 30, 2016, for the years ended December 31, 2015 and 2014 and for the period from October 22, 2013 through December 31, 2013 as well
as the unaudited pro forma combined condensed financial statement of Predecessor Growth Partners for the period from January 1, 2013 through October 21, 2013 are filed with this Current Report on Form 8-K as Exhibit 99.1, and are incorporated herein
by reference.
The unaudited pro forma consolidated and combined condensed financial information is presented for informational purposes
only. The pro forma data is not necessarily indicative of what CGP or Predecessor Growth Partners financial position or results of operations actually would have been had CIE completed the Sale as of the dates indicated. In addition, the
unaudited pro forma consolidated and combined condensed financial information does not purport to project the future financial position or operating results of CGP.
The following exhibit is being filed herewith:
|
|
|
Exhibit
No.
|
|
Description
|
|
|
99.1
|
|
Unaudited pro forma consolidated condensed financial statements of CGP giving pro forma effect to the Sale as of June 30, 2016 and for the six months ended June 30, 2016, for the years ended December 31, 2015 and 2014 and for
the period from October 22, 2013 through December 31, 2013 as well as the unaudited pro forma combined condensed financial statement of Predecessor Growth Partners for the period from January 1, 2013 through October 21, 2013.
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
|
|
|
|
|
|
Date: September 29, 2016
|
|
|
|
|
|
Caesars Acquisition Company
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Craig J. Abrahams
|
|
|
|
|
|
|
Craig J. Abrahams
Chief Financial
Officer
|
EXHIBIT INDEX
|
|
|
Exhibit
No.
|
|
Description
|
|
|
99.1
|
|
Unaudited pro forma consolidated condensed financial statements of CGP giving pro forma effect to the Sale as of June 30, 2016 and for
the six months ended June 30, 2016, for the years ended December 31, 2015 and 2014 and for the period from October 22, 2013 through December 31, 2013 as well as the unaudited pro forma combined condensed financial statement of
Predecessor Growth Partners for the period from January 1, 2013 through October 21, 2013.
|
Caesars Acquisition Company (NASDAQ:CACQ)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Caesars Acquisition Company (NASDAQ:CACQ)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024
Real-Time news about Caesars Acquisition Company (NASDAQ): 0 recent articles
Más de Caesars Acquisition Co Artículos de Noticias