Caesars Entertainment (CZR), CEOC Enter Settlement Forbearance Agreement in Danner Suit

August 17, 2016 10:21 AM EDT

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Caesars Entertainment (NASDAQ: CZR)

Item 8.01 Other Events.

On August 15, 2016, Caesars Entertainment Corporation (“CEC”), Caesars Entertainment Operating Company, Inc., a majority owned subsidiary of CEC (“CEOC” and, with its debtor subsidiaries, the “Debtors” and, together with CEC, the “Caesars Parties”), and Frederick Barton Danner (“Danner”), a holder of CEOC’s 6.50% Senior Notes due 2016 (the “2016 Notes”) and the plaintiff in Frederick Barton Danner v. Caesars Entertainment Corporation and Caesars Entertainment Operating Company, Inc., No. 14-cv-7973 (S.D.N.Y.) (the “Danner Lawsuit”), entered into a Settlement and Forbearance Agreement (the “Agreement”) with respect to claims that Danner has or may have against the Caesars Parties.

Danner has agreed to, among other things, (a) support the restructuring of CEOC’s indebtedness (the “Restructuring”) and vote in favor of the Debtors’ Second Amended Joint Plan of Reorganization (the “CEOC Plan”) and, if applicable, a chapter 11 plan of reorganization for CEC (the “CEC Plan” and, together with the CEOC Plan, the “Plans”), (b) support the mutual release and exculpation provisions provided in the Plans, (c) support CEOC’s motion to enjoin certain litigation against CEC, (d) not later than three business days after the date upon which all conditions precedent to the effectiveness of the Plans have been satisfied (the “Effective Date”), seek to dismiss with prejudice the Danner Lawsuit and (e) forbear from exercising any default-related rights and remedies under the indenture governing the 2016 Notes.

CEOC has agreed to, among other things, amend the CEOC Plan so as to require Danner’s consent to modify the CEOC Plan in a manner that is materially inconsistent with respect to the treatment of recovery of the 2016 Notes under the CEOC Plan and the Agreement and add Danner to the definition of a “Released Party” in the CEOC Plan. CEC has agreed to, among other things, pay, if Class H votes to accept the CEOC Plan, on the Effective Date a fee in cash equal to 6.38% of the face amount of 2016 Notes held by certain holders who complete the applicable form and subject to certain other conditions set forth in the Agreement. In addition, CEC and Danner have agreed to seek to mutually stay the prosecution of the Danner Lawsuit no later than August 28, 2016.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 99.1 hereto and incorporated herein by reference.

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