Material Agreement Form 8 K

Item 1.01

Entry into a Material Definitive Agreement.

On October 17, 2024, Caesars Entertainment, Inc. (the "Company," "Caesars," "we," "us," "our" or similar terms), a Delaware corporation, issued $1.1 billion aggregate principal amount of 6.000% Senior Notes due 2032 (the "Notes") pursuant to an indenture, dated as of October 17, 2024 (the "Indenture"), among the Company, the Subsidiary Guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). Interest on the Notes will be paid every six months on April 15 and October 15 of each year, commencing April 15, 2025. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Indenture.

The Company applied the net proceeds from the sale of the Notes (a) to redeem $1.065 billion of the aggregate principal amount of the Company's existing 8.125% Senior Notes due 2027, together with all accrued interest, fees and premiums thereon (the "2027 Notes Redemption") and (b) to pay fees and expenses in connection with the offering of the Notes and the 2027 Notes Redemption.

The Notes are guaranteed by the material, domestic wholly-owned subsidiaries of the Company that are guarantors with respect to the Company's senior secured credit facilities under its Credit Agreement, dated as of July 20, 2020 (as amended, restated, supplemented, waived or otherwise modified from time to time, the "Credit Agreement"), among the Company, the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent, and U.S. Bank National Association, as collateral agent.

The Notes and guarantees of the Notes are senior unsecured indebtedness of the Company and the Subsidiary Guarantors, respectively; rank equally in right of payment with all of the Company's and the Subsidiary Guarantors' existing and future senior indebtedness, and any future subordinated indebtedness that is not, by its terms, expressly subordinated in right of payment to the Notes; rank senior in right of payment to all existing and future subordinated indebtedness that is expressly subordinated in right of payment to the Notes; are effectively subordinated to the Company's and the Subsidiary Guarantors' existing and future secured indebtedness, including indebtedness under the Credit Agreement, the 7.00% Senior Secured Notes due 2030, and 6.50% Senior Secured Notes due 2032, in each case to the extent of the value of the assets securing such indebtedness; and are structurally subordinated in right of payment to all existing and future indebtedness and other liabilities (including trade payables) of the Company's subsidiaries or other consolidated entities that do not guarantee the Notes.

On or after October 15, 2027, the Company may redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 10 or more than 60 days' prior notice mailed by first-class mail, or delivered electronically if held by DTC, to each holder's registered address, which in the case of Global Notes shall be the Depository, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the 12-monthperiod commencing on October 15 of the years set forth below:

Period		Redemption Price
2027			103.000	%
2028			101.500	%
2029 and thereafter			100.000	%

Upon the occurrence of a Change of Control or a Change of Control Triggering Event (each as defined in the Indenture), the Company must offer to repurchase each of the Notes at 101% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date.

The Notes are subject to redemption imposed by gaming laws and regulations of applicable gaming regulatory authorities.

The Indenture contains certain covenants limiting, among other things, the Company's ability to:

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incur additional indebtedness;

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create, incur, or suffer to exist certain liens;

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pay dividends or make distributions on capital stock or repurchase capital stock;

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make certain investments;

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place restrictions on the ability of subsidiaries to pay dividends or make other distributions to the Company;

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sell certain assets or merge with or consolidate into other companies; and

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enter into certain types of transactions with the stockholders and affiliates.

These covenants are subject to a number of exceptions and qualifications as set forth in the Indenture. The Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to be declared due and payable.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture, which is filed as Exhibit 4.1 hereto and incorporated herein by reference.