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Caesars Entertainment, Caesars Acquisition to amend merger agreement


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Caesars Entertainment, Caesars Acquisition to amend merger agreement

Caesars EntertainmentCorp. and Caesars AcquisitionCo. agreed to amend the terms of their proposed merger.

Under the revised terms, the exchange ratio of the two companies'stock will be amended so that holders of Caesars Acquisition common stock will receive27% of the outstanding Caesars Entertainment common stock on a fully diluted basis,according to a filing.

The original terms of the merger, announced in , had an exchange rate of 0.664share of Caesars Entertainment common stock for each outstanding share of CaesarsAcquisition class A common stock.

The exchange ratio will be determined by special committees comprisedof both companies' independent directors, subject to obtaining a fairness opinionfrom their respective financial advisers within a 14-day adjustment period. If anexchange rate is not agreed upon by the end of the adjustment period, the amendedmerger agreement may be canceled within five days of the end of the adjustment period,according to the filing.

Caesars Entertainment said in a release that the amended agreementrepresents an "important milestone" in the ongoing of its subsidiary, CaesarsEntertainment Operating Co. Inc., and that the restructuring is conditional uponthe completion of the merger, among other things.

According to the release, the companies also amended and restatedtheir respective restructuring support agreements with CEOC. Further, the companiesalso entered into voting support agreements regarding the merger with affiliatesof Apollo Global Management LLC and TPG Capital LP.

Caesars Entertainment and CEOC said they "are pleased withthe support received to date" for CEOC's reorganization plan. A confirmationhearing for CEOC's plan of reorganization has been set for Jan. 17, 2017.

Centerview Partners LLC is the exclusive financial adviser toCaesar Entertainment's special committee, and Reed Smith LLP is the legal counsel.

Moelis & Co. served as the exclusive financial adviser toCaesar Acquisition's special committee, and Skadden Arps Slate Meagher & FlomLLP served as the legal counsel.