UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

CAESARS ENTERTAINMENT CORPORATION

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

127686103

(CUSIP Number)

October 6, 2017

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP NO. 127686103

Page 6 of 12 Pages

Item 3.		If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
		This Item 3 is not applicable.
Item 4.		Ownership:
Item 4(a).		Amount Beneficially Owned:
		As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 34,781,209 Shares, including 282,814 Shares issuable upon the conversion of Convertible Notes.   Pursuant to a letter agreement entered into with the Issuer on April 3, 2018 (the "Conversion Cap Agreement"), Quantum Partners agreed to not be entitled to exercise the right to convert any Convertible Notes or otherwise receive any Shares upon conversion of any Convertible Note if, after having given effect to the conversion, the Reporting Persons would beneficially own an aggregate number of Shares greater than 4.99% of the then outstanding Shares of the Issuer, unless the Reporting Persons provide satisfactory evidence to the Issuer that they have obtained a license, qualification or waiver from one or more applicable gaming regulatory authorities.  If not for the Conversion Cap Agreement, the Reporting Persons may be deemed to beneficially own 41,548,467 Shares, including 7,050,072 Shares issuable upon conversion of the Convertible Notes.   As of October 6, 2017, each of the Reporting Persons may have been deemed to have been the beneficial owner of 44,063,462 Shares, including 9,565,067 Shares issuable upon the conversion of Convertible Notes.
Item 4(b).		Percent of Class:
		As of the date hereof and giving effect to the Conversion Cap Agreement, each of the Reporting Persons may be deemed to be the beneficial owner of approximately 4.99% of the total number of Shares outstanding.   As of October 6, 2017, each of the Reporting Persons may have been deemed to have been the beneficial owner of approximately 6.18% of the Shares outstanding as of October 6, 2017.
Item 4(c).		Number of shares as to which such person has:

		SFM LLC
		(i)		Sole power to vote or direct the vote		34,781,209 (1)
		(ii)		Shared power to vote or to direct the vote		0
		(iii)		Sole power to dispose or to direct the disposition of		34,781,209 (1)
		(iv)		Shared power to dispose or to direct the disposition of		0
		George Soros
		(i)		Sole power to vote or direct the vote		0
		(ii)		Shared power to vote or to direct the vote		34,781,209 (1)
		(iii)		Sole power to dispose or to direct the disposition of		0
		(iv)		Shared power to dispose or to direct the disposition of		34,781,209 (1)
		Robert Soros
		(i)		Sole power to vote or direct the vote		0
		(ii)		Shared power to vote or to direct the vote		34,781,209 (1)
		(iii)		Sole power to dispose or to direct the disposition of		0
		(iv)		Shared power to dispose or to direct the disposition of		34,781,209 (1)

(1)	Represents the amount beneficially owned as of the date of this filing and giving effect to the Conversion Cap Agreement.

 

 

 

 

 

 

 

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

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EXHIBIT INDEX

 

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EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the Schedule 13G with respect to the Common Stock, $0.01 par value, of Caesars Entertainment Corporation, dated as of April 3, 2018, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

 

 

 

 

 

EXHIBIT B

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and appoint each of MARYANN CANFIELD, JODYE ANZALOTTA, JAY SCHOENFARBER, THOMAS O’GRADY, REGAN O’NEILL and ROBERT SOROS, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC (“SFM LLC”) and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodities Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Act”) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.

All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

Execution of this power of attorney revokes that certain Power of Attorney dated as of the 26th day of June, 2009 with respect to the same matters addressed above.

This power of attorney shall be valid from the date hereof until revoked by me.

IN WITNESS WHEREOF, I have executed this instrument as of the 24th day of November, 2015.

 

 

 

 

 

 

EXHIBIT C

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, ROBERT SOROS, hereby make, constitute and appoint each of MARYANN CANFIELD, JODYE ANZALOTTA, JAY SCHOENFARBER, THOMAS O’GRADY and REGAN O’NEILL, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Deputy Chairman of, member of or in other capacities with Soros Fund Management LLC (“SFM LLC”) and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodities Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Act”) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.

All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

Execution of this power of attorney revokes that certain Power of Attorney dated as of the 3rd day of October, 2007 with respect to the same matters addressed above.

This power of attorney shall be valid from the date hereof until revoked by me.

IN WITNESS WHEREOF, I have executed this instrument as of the 30th day of November, 2015.