UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Introductory Note
On April 26, 2021, Caesars Entertainment, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) announcing that it had completed its acquisition of William Hill Limited, formerly known as William Hill PLC (“William Hill”).
| Item 2.01 | Completion of Acquisition or Disposition of Assets |
On April 22, 2021, Caesars UK Bidco, a wholly-owned subsidiary of the Company, completed its acquisition of William Hill pursuant to a court sanctioned scheme of arrangement (the “Acquisition”). Pursuant to the Acquisition, Caesars acquired the entire issued and to be issued share capital (other than shares owned by the Company or held in treasury) of William Hill, in an all-cash transaction of approximately £2.9 billion or approximately $4.0 billion. Prior to the Acquisition, the Company entered into a 25-year agreement, which became effective January 29, 2019, with William Hill which granted to William Hill the right to conduct betting activities, including operating certain of the Company’s sportsbooks, in retail channels under certain skins for online channels with respect to the Company’s current and future properties, and conduct real money online gaming activities. The Company received a 20% ownership interest in William Hill’s U.S. subsidiary, William Hill U.S. Holdco. The Company also received 13 million ordinary shares of William Hill. Additionally, the Company received a profit share from the operations of sports betting and other gaming activities associated with the Company’s properties.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial statements of businesses acquired. |
The audited consolidated statements of financial position of William Hill as at December 29, 2020 and December 31, 2019, and the audited consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows of William Hill for each of the 52 weeks ended December 29, 2020 and December 31, 2019, and the notes related thereto, are filed as Exhibit 99.4 hereto and are incorporated herein by reference.
| (b) | Pro Forma Financial Information. |
The unaudited pro forma condensed combined financial statements as of and for the year ended December 31, 2020 are filed as Exhibit 99.5 hereto and are incorporated herein by reference.
| (d) | Exhibits: |
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: July 6, 2021 | CAESARS ENTERTAINMENT, INC. | |||||
| By: | /s/ Edmund Quatmann, Jr. | |||||
| Name: | Edmund Quatmann, Jr. | |||||
| Title: | Chief Legal Officer, Executive Vice President and Secretary | |||||