Item 1.02
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Termination of a Material Definitive Agreement.
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Prior to the closing of the Merger on the Effective
Date, (i) CAC, (ii) CEC, (iii) TPG Capital Management, L.P., TPG Hamlet Holdings, LLC, TPG Hamlet Holdings B, LLC and TPG V Hamlet AIV, L.P., (iv) Apollo Management VI, L.P., Apollo Alternative Assets, L.P., Apollo Hamlet Holdings, LLC and
Apollo Hamlet Holdings B, LLC,
(v) Co-Invest
Hamlet Holdings, Series LLC and
Co-Invest
Hamlet Holdings B, LLC, (vi) Hamlet Holdings LLC and (vii) only
with respect to certain sections thereof, Gary Loveman, entered into a Termination Agreement, pursuant to which certain agreements terminated, effective upon the consummation of the Debtors Third Amended Joint Plan of Reorganization filed on
January 13, 2017, at Docket No. 6318 (the Plan), subject to certain survival provisions. Among the agreements that terminated were the following:
Termination of the Omnibus Voting Agreement
Omnibus Voting Agreement, dated as of October 21, 2013, entered into by and among CAC, CEC, Apollo Hamlet Holdings, LLC, Apollo Hamlet Holdings B, LLC,
TPG Hamlet Holdings, LLC, TPG Hamlet Holdings B, LLC,
Co-Invest
Hamlet Holdings, Series LLC,
Co-Invest
Hamlet Holdings B, LLC and Hamlet Holdings LLC, pursuant to which
Hamlet Holdings LLC agreed to vote all of its shares of CAC Common Stock and CEC Common Stock necessary to facilitate CECs exercise of its call right to acquire the voting units of membership interest in Caesars Growth Partners, LLC from the
Company in accordance with the organizational documents of CAC and the operating agreement of Caesar Growth Partners, LLC and whereby the parties agreed to, among other things, restrict their ability to transfer stock of the Company, as well as
rights of first refusal,
tag-along
rights and drag-along rights; and
Termination of the CAC Voting
Agreement
Voting Agreement, dated as of July 9, 2016 (the CAC Voting Agreement), entered into by and between CAC, Hamlet Holdings
LLC, and, solely with respect to certain provisions of the CAC Voting Agreement, Apollo Hamlet Holdings, LLC, Apollo Hamlet Holdings B, LLC, TPG Hamlet Holdings, LLC, TPG Hamlet Holdings B, LLC,
Co-Invest
Hamlet Holdings, Series LLC and
Co-Invest
Hamlet Holdings B, LLC, whereby Hamlet Holdings LLC agreed to, among other things, (1) cause all shares of CEC common stock for which it has sole voting and sole
dispositive power (the CEC Subject Shares) to be counted as present for purposes of calculating a quorum at any meeting of stockholders of CEC, or any adjournment or postponement thereof and (2) vote the CEC Subject Shares in favor
of (x) the adoption of the plan of Merger contained in the Merger Agreement and (y) any other action, proposal, transaction or agreement that would reasonably be expected to facilitate the completion of the Merger, subject to certain
conditions.
In addition, prior to the closing of the Merger on the Effective Date, (i) CAC, (ii) Caesars Entertainment Operating Company, Inc.
(CEOC), (iii) Caesars Interactive Entertainment, Inc. (CIE), (iv) HIE Holdings, Inc. (HIE Holdings), (v) Caesars Growth Partners, LLC (Growth Partners) and (6) Caesars Enterprise Services, LLC
(CES) entered into a Termination Agreement (the Services Termination Agreement), pursuant to which the following agreements terminated, effective upon the consummation of the Plan:
Termination of CIE Shared Services Agreement
Shared Services Agreement, dated as of May 1, 2009 (the CIE Shared Services Agreement), entered into by and between CIE, CEC and HIE Holdings,
pursuant to which CEOC agreed to provide certain services to CIE. The CIE Shared Services Agreement, among other things: (1) contemplated that CEOC would provide certain services related to accounting, risk management, tax, finance,
recordkeeping, financial statement preparation and audit support, legal, treasury functions, regulatory compliance, information systems, office space and corporate and other centralized services; (2) allowed the parties to modify the terms and
conditions of CECs performance of any of the services and to request additional services from time to time; and (3) provided for the payment of a service fee to CEC in exchange for the provision of services in an amount equal to the fully
allocated cost of such services plus 10%; and
Termination of CGP Management Services Agreement
Management Services Agreement, dated as of October 21, 2013 (the CGP Management Services Agreement), entered into by and between CAC, Growth
Partners and CEOC, pursuant to which CEOC and its subsidiaries agreed to provide certain services to CAC, Growth Partners and any other of its subsidiaries. The CGP Management Services Agreement, among other things: (1) contemplated that CEOC
and its subsidiaries would provide certain corporate services, back-office support, and advisory and business management services; (2) allowed the parties to modify the terms and conditions of the performance of any of the services and to
request additional services from time to time; and (3) provided for the payment of a service fee by CAC and/or Growth Partners in exchange for the provision of services.
The Services Termination Agreement also provides that notwithstanding the termination of the CIE Shared Services Agreement and the CGP Management Services
Agreement, CIE and Growth Partners will continue receiving from CES services similar to those provided by CES under the CIE Shared Services Agreement and the CGP Management Services Agreement as set forth and in accordance with the Amended and
Restated Omnibus License and Enterprise Services Agreement, dated as of January 14, 2015, as amended from time to time.