CZR Caesars Entertainment

Filed: 22 Mar 21, 9:00am





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

March 22, 2021 (March 22, 2021)

Date of Report (Date of earliest event reported)




(Exact name of registrant as specified in its charter)




Delaware 001-36629 46-3657681
(State of Incorporation) 


File Number)


(IRS Employer

Identification Number)

100 West Liberty Street, 12th Floor, Reno, Nevada 89501

(Address of principal executive offices, including zip code)

(775) 328-0100

(Registrant’s telephone number, including area code)


(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common stock, $0.00001 par value  CZR  NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 7.01

Regulation FD Disclosure.

The coronavirus pandemic has had a significant impact on Caesars Entertainment, Inc.’s and its wholly-owned subsidiaries’ (collectively, the “Company”) properties, business and employees, as well as the communities where the Company operates and serves. The Company purchased broad property insurance coverage to protect against “all risk of physical loss or damage” and resulting business interruption, unless specifically excluded by policies. However, even though the vast majority of the Company’s insurance policies do not exclude loss or damage caused by a virus or pandemic, the Company’s insurance carriers have refused to pay the Company’s losses which are estimated to exceed $2 billion. Therefore, on March 19, 2021, the Company filed a lawsuit against its insurance carriers (the “Complaint”), which are named in the Complaint, a copy of which is attached hereto as Exhibit 99.1. The Company’s hope remains for an amicable resolution.

The Company does not undertake any obligation to, and disclaims any duty to, update any of the information provided, and does not intend to file further Current Reports on Form 8-K describing the Complaint or any future pleadings, or provide updates of the related legal proceedings, except as required by law.

The information contained in Item 7.01 of this Current Report on Form 8-K, including the exhibit furnished herewith, 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.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by the Company’s use of the words “hope,” “intend,” and similar expressions that do not relate to historical matters. All statements other than statements of historical fact are forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors which are, in some cases, beyond the Company’s control and could materially affect actual results, performance, or achievements. These forward-looking statements include the hope for an amicable resolution of the Complaint.

Although the Company believes that in making such forward-looking statements its expectations are based upon reasonable assumptions, such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. The Company cannot assure you that the assumptions upon which these statements are based will prove to have been correct. Important risk factors that may affect the Company’s business, results of operations and financial position are detailed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required by applicable law.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being filed herewith:


99.1  Complaint.
104  Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: March 22, 2021  By: 

/s/ Thomas R. Reeg

   Thomas R. Reeg
   Chief Executive Officer