Form SC 13G/A CAESARS ENTERTAINMENT Filed by: Senator Investment Group LP

February 13, 2018 4:38 PM

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
(Amendment No. 1)*
 
Under the Securities Exchange Act of 1934
 
 

Caesars Entertainment Corporation

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

127686103

(CUSIP Number)
 

December 31, 2017

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 9 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 127686103

13G/APage 2 of 9 Pages

 

1

NAME OF REPORTING PERSON

SENATOR INVESTMENT GROUP LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

38,387,308 (including 1,146,687 shares of Common Stock issuable upon conversion of Notes)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

38,387,308 (including 1,146,687 shares of Common Stock issuable upon conversion of Notes)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

38,387,308 (including 1,146,687 shares of Common Stock issuable upon conversion of Notes)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.44%

12

TYPE OF REPORTING PERSON

IA, PN

         

 

CUSIP No. 127686103

13G/APage 3 of 9 Pages

  

1

NAME OF REPORTING PERSON

ALEXANDER KLABIN

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

38,387,308 (including 1,146,687 shares of Common Stock issuable upon conversion of Notes)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

38,387,308 (including 1,146,687 shares of Common Stock issuable upon conversion of Notes)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

38,387,308 (including 1,146,687 shares of Common Stock issuable upon conversion of Notes)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.44%

12

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 127686103

13G/APage 4 of 9 Pages

  

1

NAME OF REPORTING PERSON

DOUGLAS SILVERMAN

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

38,387,308 (including 1,146,687 shares of Common Stock issuable upon conversion of Notes)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

38,387,308 (including 1,146,687 shares of Common Stock issuable upon conversion of Notes)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

38,387,308 (including 1,146,687 shares of Common Stock issuable upon conversion of Notes)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.44%

12

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 127686103

13G/APage 5 of 9 Pages

   

Item 1(a). NAME OF ISSUER
 

 

Caesars Entertainment Corporation (the “Issuer”)

 

Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
   
 

One Caesars Place Drive,

Las Vegas, Nevada 89109

 

Item 2(a). NAME OF PERSON FILING
   
  Senator Investment Group LP (“Senator Investment Group”) serves as investment manager to various investment funds (collectively, the “Funds”), and as such, has investment discretion with respect to the Funds. Alexander Klabin (“Mr. Klabin”) and Douglas Silverman (“Mr. Silverman,” and together with Mr. Klabin and Senator Investment Group, the “Reporting Persons”) have control of a Delaware limited liability company that may be deemed to control Senator Investment Group.
   
  The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock (as defined below) reported herein.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  The principal office of each of the Reporting Persons is:
   
  c/o Senator Investment Group LP
  510 Madison Avenue
  28th Floor
  New York, NY 10022

 

Item 2(c). CITIZENSHIP
   
  Senator Investment Group LP is a Delaware limited partnership. Each of Messrs. Klabin and Silverman is a United States citizen.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Stock, par value $0.01 per share (the “Common Stock”)

 

Item 2(e). CUSIP NUMBER
   
  127686103

 

 

CUSIP No. 127686103

13G/APage 6 of 9 Pages

   

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
   

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
       
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
       
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
       
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
       
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
       
  (f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
       
  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
       
  (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
       
  (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
       
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
       
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: _________________________________

   
Item 4. OWNERSHIP
  The percentages used herein are calculated based upon 704,131,238 shares of Common Stock outstanding as of November 1, 2017, as reported in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2017, filed with the Securities Exchange Commission on November 2, 2017, and assumes the conversion of the reported Notes.
   
  Senator Investment Group
  (a) Amount of beneficially owned: 38,387,308 (including 1,146,687 shares of Common Stock issuable upon conversion of Notes)
     
  (b) Percent of class: 5.44%
     
       

  

 

CUSIP No. 127686103

13G/APage 7 of 9 Pages

  

  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote:  0
       
    (ii) Shared power to vote or to direct the vote:  38,387,308 (including 1,146,687 shares of Common Stock issuable upon conversion of Notes)
       
    (iii) Sole power to dispose or to direct the disposition of:  0
       
    (iv) Shared power to dispose or to direct the disposition of:  38,387,308 (including 1,146,687 shares of Common Stock issuable upon conversion of Notes)
   
  Mr. Klabin
  (a) Amount of beneficially owned: 38,387,308 (including 1,146,687 shares of Common Stock issuable upon conversion of Notes)
     
  (b) Percent of class: 5.44%
     
  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote:  0
       
    (ii) Shared power to vote or to direct the vote: 38,387,308 (including 1,146,687 shares of Common Stock issuable upon conversion of Notes)
       
    (iii) Sole power to dispose or to direct the disposition of:  0
       
    (iv) Shared power to dispose or to direct the disposition of:  38,387,308 (including 1,146,687 shares of Common Stock issuable upon conversion of Notes)
   
  Mr. Silverman
  (a) Amount of beneficially owned: 38,387,308 (including 1,146,687 shares of Common Stock issuable upon conversion of Notes)
     
  (b) Percent of class: 5.44%
     
  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote:  0
       
    (ii) Shared power to vote or to direct the vote:  38,387,308 (including 1,146,687 shares of Common Stock issuable upon conversion of Notes)
       
    (iii) Sole power to dispose or to direct the disposition of:  0
       
    (iv) Shared power to dispose or to direct the disposition of: 38,387,308 (including 1,146,687 shares of Common Stock issuable upon conversion of Notes)

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.

 

 

CUSIP No. 127686103

13G/APage 8 of 9 Pages

    

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  The partners and shareholders of the Funds have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities reported herein held by the Funds in accordance with their respective ownership interests in the Funds.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.

 

Item 10. CERTIFICATION

 

  By signing below each of the Reporting Persons certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.
   

 

 

 

CUSIP No. 127686103

13G/APage 9 of 9 Pages

   

 SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATE: as of February 13, 2018

 

 

SENATOR INVESTMENT GROUP LP

 

/s/ Evan Gartenlaub

Name: Evan Gartenlaub

Title: General Counsel

 

 

 

 

/s/ Evan Gartenlaub as Attorney-in-Fact*

ALEXANDER KLABIN

 

 

 

 

/s/ Evan Gartenlaub as Attorney-in-Fact*

DOUGLAS SILVERMAN

 

* Pursuant to a Power of Attorney attached to the Schedule 13G filed by the Reporting Persons on April 24, 2013.

 

 

Categories

SEC Filings