UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 21, 2021
Caesars Entertainment, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36629 | 46-3657681 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
100 West Liberty Street, 12th Floor, Reno, Nevada | 89501 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (775) 328-0100
Caesars Entertainment, Inc.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.00001 par value | CZR | NASDAQ Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events |
On June 21, 2021, Caesars Entertainment, Inc. (the “Company”) issued a press release announcing that it had delivered a notice of mandatory conversion (the “Notice”) to the trustee of the 5.00% convertible senior notes due 2024 (the “Notes”) issued by Caesars Holdings, Inc. (formerly known as Caesars Entertainment Corporation), a wholly-owned subsidiary of the Company (“Holdings”). Pursuant to the Notice, Holdings is exercising its right to mandatorily convert all outstanding Notes on June 24, 2021.
A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference in its entirety.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. | Description | |
| 99.1 | Press release, dated June 21, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 21, 2021 | CAESARS ENTERTAINMENT, INC. | |||||
| By: | /s/ Edmund Quatmann, Jr. | |||||
| Name: | Edmund Quatmann, Jr. | |||||
| Title: | Chief Legal Officer, Executive Vice President and Secretary | |||||