CAESARS ACQUISITION COMPANY
One Caesars Palace Drive
Las Vegas, Nevada 89109
October 26, 2015
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Tom Kluck
Legal Branch Chief
Caesars Acquisition Company
Registration Statement on Form S-3
Filed September 25, 2015
File No. 333-207146
Dear Mr. Kluck:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, we hereby request that the effective date of the above-captioned Registration Statement on Form S-3 (the “S-3”), relating to the registration of up to an aggregate of 648,202 shares of Class A common stock, par value $0.001 per share, of Caesars Acquisition Company (the “Company”) to be sold by certain selling stockholders, be accelerated to October 27, 2015 at 1:00 p.m. Eastern Time or as soon thereafter as may be practicable.
The Company hereby acknowledges that:
| • | should the Securities and Exchange Commission (the “Commission”) or the Staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
| • | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and |
| • | the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
We understand that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact Monica K. Thurmond of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3055.
| Very truly yours, | ||
| By: | /s/ Troy J. Vanke | |
| Name: | Troy J. Vanke | |
| Title: | Chief Accounting Officer | |
