Caesars Entertainment Corporation (NasdaqGS:CZR) entered into a definitive agreement to acquire Caesars Acquisition Company (NasdaqGS:CACQ) for $1.2 billion in stock on December 21, 2014. Under the terms, each outstanding share of Caesars Acquisition class A common stock will be exchanged for 0.664 share of Caesars Entertainment common stock, subject to adjustments set forth in the merger agreement, which would result in Caesars Entertainment stockholders owning approximately 62% of the combined company on a fully-diluted basis and Caesars Acquisition stockholders owning approximately 38%. No new debt will be issued in connection with the merger. The agreement also provides for go shop provision. The merged company will continue to be controlled by affiliates of Apollo Global Management and TPG Capital and will conduct business as Caesars Entertainment and continue to trade on the NASDAQ under the ticker CZR. As on February 20, 2107, the parties again entered into amended terms of agreement. Under the amended terms, Caesars Acquisition Company stockholders will receive 1.625 shares of Caesars Entertainment Corporation for each Caesars Acquisition Company share they own, subject to anti-dilution adjustments resulting in a consideration of $2.1 billion. In case of termination, the termination fee of $25 million will be payable by Caesars Acquisition Company or Caesars Entertainment Corporation. Gary Loveman will be Chairman and Chief Executive Officer of the combined company. Mitch Garber, Chief Executive Officer of Caesars Acquisition, will be Chief Executive Officer of Caesars Interactive Entertainment and will join the Board of Directors of Caesars Entertainment as Vice Chairman and will assume an expanded leadership role on a project-specific basis across the combined company. Upon the completion of the transaction, Caesars Entertainment will own a majority stake in Caesars Interactive Entertainment and will also own CIE, Harrah's New Orleans, Harrah's Atlantic City, Harrah's Laughlin and Caesars Acquisition's current equity interest in Horseshoe Baltimore. The deal is subject to obtaining any necessary licenses, consents or other approvals, including from gaming authorities, the effectiveness of the registration statement covering shares of Caesars Entertainment Corporation common stock to be issued in the merger, the authorization for listing of such shares, the Caesars Entertainment Operating Company restructuring plan having been confirmed by the bankruptcy court, the confirmation order was entered on January 17, 2017, the adoption of the merger agreement by the affirmative vote of the holders of at least a majority of all outstanding shares of Caesars Entertainment common stock and Caesars Acquisition common stock, any waiting period under the HSR Act have expired or been terminated, minimum cash conditions for both Caesars Growth Partners, LLC and its subsidiaries, Caesars Entertainment Corporation and Caesars Resort Properties, LLC, receipt of certain tax opinions or rulings regarding certain tax aspects of the restructuring of CEOC and a threshold amount of tax costs to Caesars Entertainment Corporation related to certain aspects of the restructuring of Caesars Entertainment Operating Company, and regulatory and stockholder approval of both companies, among others. The deal was unanimously recommended by the Caesars Entertainment and Caesars Acquisition special committees comprised solely of independent members of their respective Boards of Directors. The first amended and restated merger agreement was negotiated and unanimously recommended by the Caesars Entertainment and Caesars Acquisition special committees, each comprised solely of independent members of their respective Boards of Directors. As on March 17, 2017, proposed merger of Caesars Entertainment and Caesars Acquisition is approved by Maryland Lottery and Gaming Control Commission. As on May 11, 2017, further approvals of matters required to complete the merger of Caesars Entertainment and Caesars Acquisition Company are pending before the New Jersey Division of Gaming Enforcement and the Commission. Caesars Entertainment anticipates these rulings to be forthcoming by early third quarter of 2017. As on May 18, 2017, Mississippi Gaming Commission granted the regulatory approvals required by the Commission for the restructuring of Caesars Entertainment Operating Company. As of May 31, 2017, Illinois Gaming Board granted the necessary regulatory approvals and issued the license as required by the Board for effectuating the restructuring of Caesars Entertainment Operating Company. These approvals are important milestones in the ongoing efforts to complete Caesars Entertainment Operating Company's restructuring. On June 23, 2017, Securities and Exchange Commission has declared effective the registration statement on form S-4. New Jersey Casino Control Commission approved the transaction in the week ended July 14, 2017. The transaction has also received approval from gaming authorities in Indiana, Pennsylvania, Iowa, Maryland, Mississippi and Illinois. Shareholders of Caesars Entertainment Corporation and Caesars Acquisition Company approved the deal on July 25, 2017. The transaction was approved by Nevada Gaming Commission on August 25, 2017. As on September 27, 2017, the transaction was approved by Louisiana Gaming Control Board and the Missouri Gaming Commission. The transaction is expected to be completed in second half of third quarter of 2017. As on August 3, 2017, it is expected the transaction will be completed in the first week of October. As on October 2, 2017, transaction is expected to be completed on October 6, 2017. Centerview Partners acted as financial advisor to the special committee of Caesars Entertainment. Moelis & Company LLC acted as financial advisor to the special committee of Caesars Acquisition and will receive fees of $10 million. Rodrigo Guerra, Jr., Andrew Garelick, Allison Hunter, Barbara Swensied, Van Durrer II, Annie Li, Eric Waxman, Kenneth Betts and Andre LeDuc of Skadden, Arps, Slate, Meagher & Flom LLP acted as the Caesars Acquisition Company committee's legal advisors. Howard Shecter, Brian Miner, Glenn Mahone, Ken Siegel and Adam Cohen of Glenn R. Mahone of ReedSmith LLP acted as legal advisors to a special committee of independent directors of Caesars Entertainment. John Scott and Brian Finnegan of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to Caesars Entertainment Corporation. Raymond Lin, Stephen Amdur, Charles Ruck, Michael Treska, Liliana Párias Neuburg, Kristian Herrmann, Mark Broude, Christopher Harris, Bradd Williamson, Lori Goodman, David Raab and Matthew Dewitz of Latham & Watkins LLP acted as legal advisors to Caesars Acquisition Company. Matthew Gilroy, Frank Martire, John Godfrey, Michael Walsh, John Neuwirth and Evert Christensen of Weil, Gotshal & Manges LLP acted as legal advisors to Centerview Partners, financial advisor to the special committee of Caesars Entertainment. Damien R. Zoubek and Richard Levin of Cravath, Swaine & Moore LLP acted as legal advisors to Moelis & Company. Innisfree M&A Incorporated acted as information agent for Caesars Entertainment and will receive a base approximately $0.02 million. MacKenzie Partners, Inc. acted as information agent for Caesars Acquisition and will receive a base approximately $0.03 million. Computershare Trust Company, N.A. acted as the transfer agent for Caesars Entertainment. Greenhill acted as financial advisor for Second Lien Noteholders regarding Caesars Entertainment Operating Company's Chapter 11 proceeding. Caesars Entertainment Corporation (NasdaqGS:CZR) completed the acquisition of Caesars Acquisition Company (NasdaqGS:CACQ) on October 6, 2017. As a result of the merger, CAC merged with and into CEC, with CEC as the surviving company. CAC notified NASDAQ of the completion of the merger and requested that trading in CAC Common Stock be suspended and that NASDAQ file with the SEC a notification of removal from listing and/or registration under Section 12(b) of the Exchange Act, on Form 25, thereby commencing the process of delisting and deregistering the CAC Common Stock. Upon the closing of the merger, each of Marc Beilinson, Philip Erlanger, Dhiren Fonseca, Mitch Garber, Don Kornstein, Karl Peterson, Marc Rowan and David Sambur ceased serving as members of CAC’s Board of Directors. Sambur served on CEC’s Board of Directors prior to the closing of the merger and will continue to be a member of CEC’s Board of Directors after the closing of the merger. Kornstein has been appointed to CEC’s Board of Directors effective as of the closing of the merger. Effective as of shortly following the merger, the employment of Mitch Garber, Craig Abrahams and Michael Cohen was terminated.