Item 8.01 Other Events.
On August 4, 2014, Wilmington Savings Fund Society, FSB, solely in its capacity
as successor Indenture Trustee for the 10% Second-Priority Senior Secured Notes
due 2018 (the "Notes"), on behalf of itself and, it alleges, derivatively on
behalf of Caesars Entertainment Operating Company, Inc. (the "CEOC"), filed a
lawsuit in the Court of Chancery in the State of Delaware against Caesars
Entertainment Corporation ("the Company") and CEOC, Caesars Growth Partners,
LLC, Caesars Acquisition Company, Caesars Entertainment Resort Properties, LLC,
Caesars Enterprise Services, LLC, Eric Hession, Gary Loveman, Jeffrey D.
Benjamin, David Bonderman, Kelvin L. Davis, Marc C. Rowan, David B. Sambur, and
Eric Press. The lawsuit alleges claims for breach of contract, intentional and
constructive fraudulent transfer, breach of fiduciary duty, aiding and abetting
breach of fiduciary duty, and corporate waste. The lawsuit seeks (1) an award of
money damages; (2) to void certain transfers, the earliest of which dates back
to 2010; (3) an injunction directing the recipients of the assets in these
transactions to return them to CEOC; (4) a declaration that the Company remains
liable under the parent guarantee formerly applicable to the Notes; (5) to
impose a constructive trust or equitable lien on the transferred assets; and (6)
an award to plaintiffs for their attorneys' fees and costs. The Company believes
this lawsuit is without merit and will defend itself vigorously.
On August 5, 2014, the Company issued a press release announcing that it, along
with CEOC, filed a lawsuit in the Supreme Court of the State of New York, County
of New York, against certain institutional first and second lien note holders.
The complaint states that such institutional first and second lien note holders
have acted against the best interests of CEOC and other creditors, including for
the purpose of inflating the value of their credit default swap positions or
improving other unique securities positions. The complaint asserts claims for
tortious interference with prospective economic advantage, declaratory judgment
and breach of contract and seeks, among other things, (1) money damages; (2) a
declaration that no default or event of default has occurred or is occurring and
the Company and CEOC have not breached their fiduciary duties or engaged in
fraudulent transfers or other violation of law; and (3) a preliminary and
permanent injunction prohibiting the defendants from taking further actions to
damage the Company or CEOC. A copy of the press release announcing the filing of
this lawsuit is furnished as Exhibit 99.1 to this report and incorporated herein
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith:
99.1 Press Release dated August 5, 2014.