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Oct. 18, 2013 /PRNewswire/ -- Caesars Entertainment Corporation ("Caesars") (NASDAQ: CZR) announced today that
October 21, 2013 is scheduled as the date for the distribution of subscription rights for common stock of Caesars Acquisition Company ("CAC"). As previously announced in a press release issued by Caesars on
October 3, 2013, each stockholder of Caesars as of the close of business on
October 17, 2013 (the "Record Date") will be issued, at no charge, one non-transferable subscription right for each whole share of Caesars common stock owned by that stockholder as of the close of business on the Record Date. The subscription rights may not be sold, transferred or assigned and will not be quoted on any stock exchange or market.
Each subscription right will entitle the stockholder to purchase from CAC one share of CAC's Class A common stock for
$8.64 per whole share, subject to, if applicable, reimbursement obligations with respect to withholding tax or backup withholding tax. Additionally, holders of subscription rights who fully exercise all of their subscription rights may also make a request to purchase additional shares of CAC's Class A common stock through the exercise of the over-subscription privilege, although there can be no assurances that any over-subscriptions will be filled. To exercise its subscription rights, a holder must timely pay the full subscription price in U.S. dollars for the full number of shares of CAC's Class A common stock such holder wishes to acquire, including any shares it wishes to acquire pursuant to over-subscription privileges. Any payment related to the exercise of a subscription right must be by cashier's or certified check drawn upon a
United States bank, or a personal check that clears within two business days of the expiration date of the subscription rights, payable to the subscription agent at the address set forth in the prospectus. If any holder wishes to use any other form of payment, it must obtain the prior approval of the subscription agent. Holders of subscription rights should carefully review the prospectus relating to CAC's Class A common stock and the rights offering for details of the exercise and payment mechanics and the applicable mechanics with respect to withholding tax or backup withholding tax.
The subscription rights are scheduled to expire if they are not exercised by
New York City time, on
November 2, 2013, the expiration date. If you are a beneficial owner of shares of Caesars common stock that are registered in the name of a broker, dealer, custodian bank or other nominee, you will need to contact your broker, dealer, custodian bank or other nominee for instructions for exercising subscription rights because the deadline for you to exercise subscription rights will be prior to the expiration date. If you are a registered holder of shares of Caesars common stock, subscription rights validly exercised by mail that is postmarked on or before the expiration date and received by the subscription agent before
New York City time, on
November 5, 2013, the second business day after the expiration date, will be deemed to have been exercised by the expiration date.
Upon the closing of the offering, which is expected to be on or about
November 18, 2013, shares of CAC's Class A common stock will be distributed to holders of subscription rights that validly exercised their subscription rights. CAC has applied to list shares of its Class A common stock for trading on the NASDAQ Global Select Market under the symbol "CGP"; however, there can be no assurances that CAC will achieve a listing upon completion of this offering or thereafter.
CAC is a newly formed company created to facilitate the previously announced strategic transaction pursuant to which Caesars will form a new growth-oriented entity, Caesars Growth Partners, LLC ("Growth Partners"), to be owned by Caesars and CAC. The closing of the strategic transaction is subject to certain conditions, including entry into definitive documentation and the receipt of required regulatory approvals and lenders' approvals, and there can be no assurance that such conditions will be satisfied.