Item 2.02 Results of Operations and Financial Condition.

Incorporated herein by reference is the information furnished by Caesars Entertainment, Inc. (the "Company") under the heading "Preliminary Operating Results for the Three Months Ended December 31, 2022" in Item 7.01 of its Current Report on Form 8-K, dated January 23, 2023, reporting the Company's current expectations regarding the range of net revenues, net income (loss) and adjusted EBITDA for the three months ended December 31, 2022, as compared to the same period ended December 31, 2021.

The information contained or incorporated by reference in this Item 2.02 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise incorporated by reference in any filing pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this report, including the exhibit furnished herewith, is not intended to, and does not, constitute a determination or admission as to the materiality or completeness of such information.




Item 8.01 Other Events.

On January 23, 2023, the Company announced the pricing of $2.0 billion aggregate principal amount of 7.00% Senior Secured Notes due 2030 (the "Notes"). A copy of the press release making this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This Current Report on Form 8-K (this "Report") does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Notes being offered in the offering will not be and have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

This Report, including Exhibit 99.1 attached hereto, contains "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based upon management's current expectations, beliefs, assumptions and estimates, and on information currently available to us, all of which are subject to change, and are not guarantees of timing, future results or performance. These forward-looking statements involve certain risks and uncertainties and other factors that could cause actual results to differ materially from those indicated in such forward-looking statements, as discussed further in the attached press release. Additional information concerning potential factors that could affect the Company's financial results are included in the Company's Form 10-K for the year ended December 31, 2021 and the Company's other periodic reports filed with the Securities and Exchange Commission. The Company is under no obligation to (and expressly disclaims any such obligation to) update its forward-looking statements as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

Exhibit
  No.       Description

99.1          Press Release dated January 23, 2023.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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