Actionable news
0
All posts from Actionable news
Actionable news in CACQ: CAESARS ACQUISITION COMPANY,

Registration statement under Securities Act of 1933

BGCOLOR="WHITE">

Registration No. 333-207146

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CAESARS ACQUISITION COMPANY

(Exact name of registrant as specified in its charter)

One Caesars Palace Drive

Las Vegas, NV 89109

(702) 407-6000

(Address, including zip code, and telephone number, including area code, of Registrants Principal Executive Offices)

Michael Cohen, Esq.

Senior Vice President, Corporate Development,

General Counsel and Corporate Secretary

Caesars Acquisition Company

One Caesars Palace Drive

Las Vegas, NV 89109

(702) 407-6000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Monica K. Thurmond, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

(212) 373-3000

Approximate date of commencement of proposed sale to public: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Preliminary Prospectus dated October 23, 2015

PRELIMINARY PROSPECTUS

648,202 Shares

CAESARS ACQUISITION COMPANY

Class A Common Stock

This prospectus relates to the resale of up to an aggregate of 648,202 shares of Class A common stock of Caesars Acquisition Company by the selling stockholders (which term as used in this prospectus includes pledgees, donees, transferees or other successors-in-interest) to be identified in a prospectus supplement. Pursuant to one or more prospectus supplements, the selling stockholders are permitted to offer shares of our Class A common stock from time to time, if and to the extent as they may determine, through public or private transactions or through other means described in the section of this prospectus entitled Plan of Distribution at prevailing market prices, at prices different than prevailing market prices or at privately negotiated prices. The selling stockholders may sell shares through agents they select or through underwriters and dealers they select. The selling stockholders also may sell shares directly to investors. If the selling stockholders use agents, underwriters or dealers to sell the shares, we will name such agents, underwriters or dealers and describe any applicable commissions or discounts in a supplement to this prospectus if required.

Caesars Acquisition Company is registering the offer and sale of the shares of its Class A common stock hereunder pursuant to the Caesars Acquisition Company Equity-Based Compensation Plan for CEC Employees (the Plan).

We will not receive any proceeds from any sale of shares of our Class A common stock by the selling stockholders.

Our Class A common stock is listed on the NASDAQ Global Select Market (NASDAQ) under the symbol CACQ. On October 21, 2015, the last reported sale price of our common stock on NASDAQ was $7.06.

Investing in our Class A common stock involves risks. You should read the section entitled Risk Factors beginning on page 5 and the Risk Factors section in the reports incorporated by reference herein for a discussion of certain risks that you should consider before investing in our Class A common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated , 2015.

TABLE OF CONTENTS

You should rely only on the information contained in or incorporated by reference into this prospectus or to which we have referred you. We and the selling stockholders have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We and the selling stockholders are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and in the documents incorporated by reference herein is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: We and the selling stockholders have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus outside of the United States.

We, and our subsidiaries, have proprietary rights to a number of trademarks used in this prospectus that are important to our business, including, without limitation, World Series of Poker (WSOP), Slotomania and Bingo Blitz . In addition, Caesars Entertainment Corporation, our joint venture partner in Caesars Growth Partners, LLC, through its subsidiaries, has proprietary rights to, among others, Caesars, Caesars Entertainment and Total Rewards. We have omitted the registered trademark ( ® ) and trademark () symbols for such trademarks named in this prospectus.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the SEC) using a shelf registration process. Under the shelf registration process, the selling stockholders may offer and sell pursuant to one or more prospectus supplements, from time to time, shares of our Class A common stock, through public or private transactions or through other means described in the section of this prospectus entitled Plan of Distribution at prevailing market prices, at prices different than prevailing market prices or at privately negotiated prices, up to an aggregate of 648,202 shares of our Class A common stock. The prices at which the selling stockholders may sell shares of our Class A common stock may be determined by the prevailing market price for the shares at the time of sale, may be different than such prevailing market prices or may be determined through negotiated transactions with third parties.

This prospectus and the documents incorporated by reference herein describe the general terms of these securities and the general manner in which these securities will be offered. We will provide the amounts, prices and specific terms of these securities in supplements to this prospectus. The prospectus supplements will also describe the specific manner in which these securities will be offered and may also supplement, update or amend information contained in this prospectus. In addition, if the selling stockholders offer securities to or through underwriters, dealers or agents, their names and other applicable details will be included in a prospectus supplement. Information filed with the SEC subsequent to the date of this prospectus and prior to the termination of the particular offering referred to in the applicable prospectus supplement will automatically be deemed to update and supersede inconsistent information contained in this prospectus. You should read this prospectus and any applicable prospectus supplement, together with the additional information described under the section entitled Where You Can Find Additional Information, before you invest.

The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement.

PROSPECTUS SUMMARY

The following summary contains information about Caesars Acquisition Company and its Class A common stock. It does not contain all of the information that may be important to you in making a decision to participate in this offering. For a more complete understanding of Caesars Acquisition Company, we urge you to read this prospectus and the information incorporated by reference carefully, including the sections entitled Risk Factors, Cautionary Statements Concerning Forward Looking Statements and Where You Can Find Additional Information. Unless otherwise noted or indicated by the context, (a) the terms CAC, the Company, we, us and our refer to Caesars Acquisition Company and (b) the term CGP LLC refers to Caesars Growth Partners, LLC.

Caesars Acquisition Company

CAC, a Delaware corporation, was formed on February 25, 2013 to make an equity investment in CGP LLC, a joint venture between CAC and subsidiaries of Caesars Entertainment Corporation (Caesars Entertainment or CEC), and directly owns 100% of the voting membership units of CGP LLC, a Delaware limited liability company. CGP LLC was formed on July 16, 2013 for the purpose of acquiring certain businesses and assets of Caesars Entertainment and to pursue high-growth operating assets. CAC serves as CGP LLCs managing member and sole holder of all of its outstanding voting units. CACs primary asset is its membership interest in CGP LLC, and CAC does not have any operations other than through its interest in CGP LLC. Certain subsidiaries of Caesars Entertainment hold all of CGP LLCs outstanding non-voting units.

Caesars Growth Partners, LLC

CGP LLC is a casino asset and entertainment company focused on acquiring and developing a portfolio of high-growth operating assets and equity and debt investments in the gaming and interactive entertainment industries. Subsidiaries of Caesars Entertainment own all of the outstanding non-voting units of CGP LLC and are the majority economic owners of CGP LLC, and therefore have a large stake in CGP LLCs financial performance and growth potential. Through its relationship with Caesars Entertainment, CGP LLC has the ability to access Caesars Entertainments proven management expertise, brand equity, Total Rewards loyalty program and structural synergies. With 45 million members, the Total Rewards loyalty program is considered to be one of the leading loyalty rewards programs in the casino entertainment industry, as evidenced by Caesars Entertainment receiving COLLOQUYs Master of Enterprise Loyalty Award in September 2012 and again in September 2013the first company to ever win the award more than once.

CGP LLC is focused on developing assets with strong value creation potential and leveraging interactive technology with well-known online brands. CGP LLCs Interactive Entertainment business consists of three operating units: social and mobile games, the World Series of Poker (WSOP) and regulated online real money gaming. CGP LLCs Casino Properties and Developments include Planet Hollywood, The LINQ Hotel & Casino, Ballys Las Vegas, The Cromwell, Horseshoe Baltimore, Harrahs New Orleans, and a 50% interest in the management fee paid in connection with the management agreements for each of these properties.

When we consider new investment and acquisition opportunities, except for any expansion, add-on or additional investment in respect of any existing gaming property of CGP LLC or its subsidiaries, or except for any potential future investment or acquisition by Caesars Interactive Entertainment, Inc. and its subsidiaries (collectively referred to as CIE or Caesars Interactive), we are required to submit them to Caesars Entertainment. A committee of the board of directors of Caesars Entertainment comprised of disinterested directors will make the determination on behalf of Caesars Entertainment to (1) pursue any potential projects

itself or (2) decline the project for itself, after which CGP LLC may elect or decline to pursue the project. Although not required, we anticipate that any future investment and acquisition opportunities undertaken by CGP LLC will be managed by Caesars Entertainment and its subsidiaries. The amended and restated limited liability company agreement of CGP LLC (the CGP Operating Agreement) includes a framework with respect to the structuring of compensation related to future projects between Caesars Entertainment and CGP LLC. In the event Caesars Entertainment declines an opportunity and CGP LLC undertakes the opportunity, CGP LLC is expected to retain a 50% interest in the management fee to be received by Caesars Entertainment, unless otherwise agreed, and CGP LLC will acquire 100% of the new investment opportunity.

The Sponsors

Affiliates of Apollo Global Management, LLC (collectively with its subsidiaries, Apollo) and TPG Global, LLC (together with its affiliates, TPG, and together with Apollo, the Sponsors) beneficially own approximately 66.0% of our outstanding Class A common stock pursuant to an irrevocable proxy for sole voting and sole dispositive power (the Sponsor CAC Proxy) that gives Hamlet Holdings LLC (Hamlet Holdings), an entity comprised of five persons that are leaders at the respective Sponsor, sole voting and dispositive power with respect to those shares of Class A common stock. Moreover, three of the seven directors of CAC are individuals affiliated with the Sponsors.

Apollo

Apollo is a leading global alternative investment manager with offices in New York, Los Angeles, Houston, Chicago, Bethesda, Toronto, London, Madrid, Frankfurt, Luxembourg, Shanghai, Singapore, Delhi, Mumbai and Hong Kong. Apollo had assets under management of approximately $162 billion as of June 30, 2015 in private equity, credit and real estate funds businesses.

TPG

TPG is a leading global private investment firm founded in 1992 with over $74 billion of assets under management as of June 30, 2015 and offices in San Francisco, Fort Worth, Austin, Beijing, Dallas, Hong Kong, Houston, London, Luxembourg, Melbourne, Moscow, Mumbai, New York, São Paulo, Shanghai, Singapore, Tokyo and Toronto. TPG has extensive experience with global public and private investments executed through leveraged buyouts, recapitalizations, spinouts, growth investments, joint ventures and restructurings.

Relationship with Caesars Entertainment

On October 21, 2013, CAC and CGP LLC entered into a management services agreement (the CGP Management Services Agreement) with Caesars Entertainment Operating Company, Inc. (CEOC), a wholly owned subsidiary of Caesars Entertainment, which filed for Chapter 11 bankruptcy in January 2015. The CGP Management Services Agreement has been assumed by Caesars Enterprise Services, LLC (CES), a services joint venture among CEOC, Caesars Entertainment Resort Properties, LLC (CERP), a subsidiary of Caesars Entertainment, and Caesars Growth Properties Holdings, LLC. Pursuant to the CGP Management Services Agreement, CES, at the request of CAC or CGP LLC, respectively, provides services, including certain corporate services and back-office support and business advisory services, and manages certain of our properties, providing us with access to Caesars Entertainments proven management expertise, brand equity, Total Rewards loyalty program and structural synergies. See Certain Relationships and Related Party TransactionsAgreements with Caesars Entertainment and its SubsidiariesCGP Management Services Agreement in our Proxy Statement for our 2015 Annual Meeting of Stockholders for additional details on the CGP Management Services Agreement. In

addition, pursuant to the organizational documents of CAC and CGP LLC, Caesars Entertainment has certain rights including a call right for all or a portion of the issued and outstanding voting units of CGP LLC (or, at our election, shares of CACs Class A common stock) and a right of first offer for new business opportunities and for any contemplated asset sale by CGP LLC. CGP LLC may only proceed with a new business opportunity, subject to certain exceptions, if the disinterested members of Caesars Entertainments board of directors decline the opportunity for itself or CEOC and if Caesars Entertainment decides not to pursue and take such opportunity to a third party. See Certain Relationships and Related Party Transactions in our Proxy Statement for our 2015 Annual Meeting of Stockholders.

In exchange for the provision of the services under the CGP Management Services Agreement, CAC and/or CGP LLC will pay a service fee in an amount equal to the fully allocated cost of such services plus a margin of ten percent (10%) per annum.

On December 21, 2014, we entered into an Agreement and Plan of Merger (the Merger Agreement), pursuant to which, among other things, we will merge with and into Caesars Entertainment, with Caesars Entertainment as the surviving company (the Merger). Subject to the terms and conditions of the Merger Agreement, upon consummation of the Merger, each share of our Class A common stock, issued and outstanding immediately prior to the effective time of the Merger will be converted into, and become exchangeable for, that number of shares of Caesars Entertainment common stock, par value $0.01 per share (CEC Common Stock), equal to 0.664 (the Exchange Ratio), subject to adjustment by the special committees of each of the boards of directors of Caesars Entertainment and CAC. In addition, outstanding options and awards to purchase our Class A common stock will convert into options and awards to purchase CEC Common Stock and the Caesars Entertainment 2012 Performance Incentive Plan and the CAC 2014 Performance Incentive Plan will be amended with respect to the vesting of options and awards.

The closing of the Merger is subject to the adoption of the Merger Agreement by the affirmative vote of the holders of at least a majority of all outstanding shares of CEC Common Stock and our Class A common stock. In addition to obtaining the stockholder approvals, consummation of the Merger is also subject to various other conditions, including, among others, (i) obtaining any necessary licenses, consents or other approvals, including from gaming authorities, to effect the Merger, (ii) a joint pre-negotiated chapter 11 plan of reorganization of CEOC having been confirmed by the bankruptcy court, and (iii) minimum cash conditions for both (a) CGP LLC and its subsidiaries and (b) Caesars Entertainment and CERP. There can be no assurances that the Merger will be completed on the terms contemplated or at all.

Caesars Entertainment is the worlds most diversified casino-entertainment company with entertainment facilities in more areas throughout the United States than any other participant in the gaming industry. As of December 31, 2014, through its consolidated entities Caesars Entertainment owned and operated or managed 49 casinos in 14 U.S. states and 5 countries. Caesars Entertainments facilities had an aggregate...


More