CAESARS ACQUISITION COMPANY
One Caesars Palace Drive
Las Vegas, NV 89109
November 1, 2016
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
| Re: | Caesars Acquisition Company |
| Registration Statement on Form S-3A |
| File No. 333-214037 |
Ladies and Gentlemen:
On behalf of Caesars Acquisition Company (the “Company”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement onForm S-3A be accelerated to 10:00 a.m., Washington, D.C. time, on November 3, 2016, or as soon as practicable thereafter, unless the Company notifies you otherwise prior to such time.
The Company hereby acknowledges that:
| • | should the Securities and Exchange Commission (the “Commission”) or 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 filing; |
| • | 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 filing; 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. |
It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Raymond Lin at Latham & Watkins LLP at (212) 906-1369.
| Very truly yours, | ||
| CAESARS ACQUISITION COMPANY | ||
| By: | /s/ Craig Abrahams | |
| Name: | Craig Abrahams | |
| Title: | Chief Financial Officer | |
| cc: | Raymond Lin, Latham & Watkins LLP |
