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Chapter 11 ) CAESARS ENTERTAINMENT OPERATING ) Case No Case 15-01145 Doc 2403 Filed 10/07/15 Entered 10/07/15 21:27:09 Desc Main Document Page 1 of 158 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION ) In re: ) Chapter 11 ) CAESARS ENTERTAINMENT OPERATING ) Case No. 15-01145 (ABG) COMPANY, INC., et al.,1 ) ) Debtors. ) (Jointly Administered) ) NOTICE OF FILING OF THE DISCLOSURE STATEMENT FOR THE DEBTORS’ FIRST AMENDED JOINT PLAN OF REORGANIZATION PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE PLEASE TAKE NOTICE that on March 2, 2015, the above-captioned debtors and debtors in possession (collectively, the “Debtors”) filed the Debtors’ Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 555] and the Disclosure Statement for the Debtors’ Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 556] with the United States Bankruptcy Court for the Northern District of Illinois. PLEASE TAKE FURTHER NOTICE that the Debtors hereby file the Disclosure Statement for the First Amended Debtors’ Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the “Amended Disclosure Statement”). A copy of the Amended Disclosure Statement is attached hereto as Exhibit A. PLEASE TAKE FURTHER NOTICE that the Amended Disclosure Statement reflects the terms of agreements reached among the Debtors and their first lien creditors pursuant to the Fifth Amended and Restated Restructuring Support and Forbearance Agreement, dated as of October 7, 2015 (the “Bond RSA”), and the Restructuring Support and Forbearance Agreement, dated as of August 21, 2015 (the “Bank RSA”), but remains subject to ongoing review and comment by the parties to the Bond RSA and the Bank RSA and is subject to change. The Debtors have not concurrently filed a motion seeking approval of the Amended Disclosure Statement and are not seeking to set a hearing with respect to approval of Amended Disclosure Statement at this time. PLEASE TAKE FURTHER NOTICE that copies of the Amended Disclosure Statement as well as copies of all documents filed in these chapter 11 cases are available free of charge by visiting https://cases.primeclerk.com/CEOC or by calling (855) 842-4123 within the 1 A complete list of the Debtors and the last four digits of their federal tax identification numbers may be obtained at https://cases.primeclerk.com/CEOC. KE 38033827 Case 15-01145 Doc 2403 Filed 10/07/15 Entered 10/07/15 21:27:09 Desc Main Document Page 2 of 158 United States or Canada or, outside of the United States or Canada, by calling +1 (646) 795-6969. You may also obtain copies of any pleadings by visiting the Court’s website at www.ilnb.uscourts.gov in accordance with the procedures and fees set forth therein. Dated: October 7, 2015 /s/ David R. Seligman, P.C. Chicago, Illinois James H.M. Sprayregen, P.C. David R. Seligman, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 - and - Paul M. Basta, P.C. Nicole L. Greenblatt KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Counsel to the Debtors and Debtors in Possession KE 38033827 Case 15-01145 Doc 2403 Filed 10/07/15 Entered 10/07/15 21:27:09 Desc Main Document Page 3 of 158 Exhibit A Amended Disclosure Statement KE 38033827 Case 15-01145 Doc 2403 Filed 10/07/15 Entered 10/07/15 21:27:09 Desc Main Document Page 4 of 158 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION ) In re: ) Chapter 11 ) CAESARS ENTERTAINMENT OPERATING ) Case No. 15-01145 (ABG) COMPANY, INC., et al.,1 ) ) Debtors. ) (Jointly Administered) ) DISCLOSURE STATEMENT FOR THE DEBTORS’ FIRST AMENDED JOINT PLAN OF REORGANIZATION PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE2 THIS IS NOT A SOLICITATION OF AN ACCEPTANCE OR REJECTION OF THE PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ACCEPTANCES OR REJECTIONS OF THE PLAN MAY NOT BE SOLICITED UNTIL A DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY COURT. THIS DRAFT DISCLOSURE STATEMENT HAS NOT BEEN APPROVED BY THE BANKRUPTCY COURT. James H.M. Sprayregen, P.C. Paul M. Basta, P.C. David R. Seligman, P.C. Nicole L. Greenblatt KIRKLAND & ELLIS LLP KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle 601 Lexington Avenue Chicago, Illinois 60654 New York, New York 10022 Telephone: (312) 862-2000 Telephone: (212) 446-4800 Facsimile: (312) 862-2200 Facsimile: (212) 446-4900 Counsel to the Debtors and Debtors in Possession Dated: October 7, 2015 1 A complete list of the Debtors and the last four digits of their federal tax identification numbers may be obtained at https://cases.primeclerk.com/CEOC. 2 This is a draft disclosure statement that reflects the terms of agreements reached among the Debtors and their first lien creditors pursuant to the Fifth Amended and Restated Restructuring Support and Forbearance Agreement, dated as of October 7, 2015 (the “Bond RSA”), and the Restructuring Support and Forbearance Agreement, dated as of August 21, 2015 (the “Bank RSA”). The Disclosure Statement is subject to ongoing review and comment by the parties to the Bond RSA and the Bank RSA and is subject to change. Case 15-01145 Doc 2403 Filed 10/07/15 Entered 10/07/15 21:27:09 Desc Main Document Page 5 of 158 IMPORTANT INFORMATION FOR YOU TO READ THE DEADLINE TO VOTE ON THE PLAN IS [_____], 2016, at 5:00 p.m. (prevailing Central Time). FOR YOUR VOTE TO BE COUNTED, YOUR BALLOT MUST BE ACTUALLY RECEIVED BY THE NOTICE AND CLAIMS AGENT BEFORE THE VOTING DEADLINE AS DESCRIBED HEREIN This disclosure statement (this “Disclosure Statement”) provides information regarding the Debtors’ Plan,3 which the Debtors seek to have confirmed by the Bankruptcy Court. A copy of the Plan is attached hereto as Exhibit A. Unless otherwise noted, all capitalized terms used but not otherwise defined in this Disclosure Statement have the meanings ascribed to them in the Plan. The rules of interpretation set forth in Article I.B of the Plan govern the interpretation of this Disclosure Statement.4 The Plan is supported by, among others, the Debtors, their corporate parent, Caesars Entertainment Corporation, Holders of more than 80 percent of the approximately $5.3 billion of Prepetition Credit Agreement Claims, and Holders of more than 80 percent of the approximately $6.3 billion of Secured First Lien Notes Claims. The consummation and effectiveness of the Plan are subject to certain material conditions precedent described herein and set forth in Article IX of the Plan. There is no assurance that the Bankruptcy Court will confirm the Plan or, if the Bankruptcy Court does confirm the Plan, that the conditions necessary for the Plan to go effective will be satisfied or otherwise waived. You are encouraged to read this Disclosure Statement (including Article IX hereof entitled “Risk Factors”) and the Plan in their entirety before submitting your Ballot to vote on the Plan. The Bankruptcy Court’s approval of this Disclosure Statement does not constitute a guarantee by the Bankruptcy Court of the accuracy or completeness of the information contained herein or an endorsement by the Bankruptcy Court of the merits of the Plan. Summaries of the Plan and statements made in this Disclosure Statement are qualified in their entirety by reference to the Plan. The summaries of the financial information and the documents annexed to this Disclosure Statement or otherwise incorporated herein by reference are qualified in their entirety by reference to those documents. The statements contained in this Disclosure Statement are made only as of the date of this Disclosure Statement, and there is no assurance that the statements contained herein will be correct at any time after such date. Except as otherwise provided in the Plan or in accordance with applicable law, the Debtors are under no duty to update or supplement this Disclosure Statement. The Debtors are providing the information in this Disclosure Statement to Holders of Claims and Interests for purposes of soliciting votes to accept or reject the Debtors’ First Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code. In the event of any inconsistency between 3 As used herein, “Plan” means the Debtors’ First Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code, a copy of which is attached as Exhibit A to this Disclosure Statement and incorporated herein by reference, as it may be altered, amended, modified, or supplemented from time to time in accordance with the terms of Article X thereof, and including all exhibits thereto and the Plan Supplement. 4 The Debtors have proprietary rights to a number of trademarks used in this Disclosure Statement that are important to their businesses, including, without limitation, Caesars, Caesars Entertainment, Caesars Palace, Harrah’s, Total Rewards, Horseshoe, Paris Las Vegas, Flamingo, and Bally’s. This Disclosure Statement may omit the registered trademark (®) and trademark (™) symbols for such trademarks named herein. ii KE 34442788 Case 15-01145 Doc 2403 Filed 10/07/15 Entered 10/07/15 21:27:09 Desc Main Document Page 6 of 158 the Disclosure Statement and the Plan, the relevant provisions of the Plan will govern. Nothing in this Disclosure Statement may be relied upon or used by any entity for any other purpose. Before deciding whether to vote for or against the Plan, each Holder entitled to vote should carefully consider all of the information in this Disclosure Statement, including the Risk Factors described in Article IX.
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