UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

ofJanuary 30, ~~the~~2018 ~~Securities~~(December ~~Exchange~~22, ~~Act~~2017) ~~of 1934~~

April 28, 2017 (April 27, 2017)

Date of Report (Date of earliest event reported)

~~CAESARS~~Caesars Resort ~~GROWTH~~Collection, ~~PROPERTIES~~LLC

HOLDINGS, LLC

(Exact name of registrant as specified in its charter)

Delaware	333-203106	37-1751234
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

One Caesars Palace Drive

Las Vegas, Nevada 89109

(Address of principal executive offices) ~~(Zip Code)~~

(Zip Code)

(702) 407-6000

(Registrant’s telephone number, including area code)

~~N/A~~Caesars Growth Properties Holdings, LLC

~~(Former~~Caesars ~~name~~Entertainment ~~or former~~Resort ~~address~~Properties, ifLLC ~~changed since last report)~~

~~Check~~(Former ~~the~~Name ~~appropriate~~or ~~box~~Former ~~below~~ Address, if ~~the~~Changed ~~Form~~Since ~~8-K~~Last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below~~Report):

☒Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy ~~under~~the filing obligation of the ~~Securities~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~230.425)~~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))

Indicate by check mark whether the registrant is an emerging growth company as defined in ~~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~~Explanatory ~~1.01~~Note ~~Entry into Material Definitive Agreement.~~

On ~~April~~January 2722, ~~2017~~2018, Caesars ~~Growth~~Resort ~~Properties Holdings~~Collection, LLC (“~~CGPH~~CRC”), acompleted ~~wholly-owned~~the ~~subsidiary~~redemption of (a) with respect to Caesars Growth Properties ~~Partners~~Holdings, LLC and Caesars Growth Properties Finance, aInc., ~~joint venture~~all ~~between~~of ~~Caesars~~the ~~Acquisition~~outstanding ~~Company~~aggregate principal amount of their 9.375% Second-Priority Notes due 2022 (the “~~CAC~~CGPH Notes”) and ~~Caesars~~(b) with respect to Caesars Entertainment ~~Corporation~~Resort ~~(“CEC”)~~Properties, ~~entered~~LLC, ~~into~~Caesars anResort ~~Incremental~~Properties ~~Assumption~~Finance, ~~Agreement~~Inc., ~~and~~Harrah’s ~~Amendment~~Las NoVegas, LLC, Harrah’s Laughlin, LLC, Rio Properties, LLC, AC Conference Holdco. 1, ~~(the~~LLC, ~~“Amendment”)~~AC Conference Newco., byLLC, ~~and among~~Caesars ~~CGPH~~Linq, LLC, Caesars Octavius, ~~Growth~~LLC, ~~Properties~~Flamingo ~~Parent~~Las Vegas Operating Company, LLC, Harrah’s Atlantic City Mezz 1-9, LLC (~~“CGPP”~~each of Harrah’s Atlantic City Mezz 1-9, LLC a separate entity), ~~the~~Harrah’s ~~other~~Atlantic ~~loan~~City ~~parties~~Operating ~~party~~Company, ~~thereto~~LLC, ~~the~~Harrah’s ~~lenders~~Atlantic ~~party~~City ~~thereto~~Propco, ~~and~~LLC, ~~Credit~~Octavius/Linq ~~Suisse~~Intermediate AGHolding, ~~Cayman~~LLC ~~Islands~~and ~~Branch~~Paris Las Vegas Operating Company, asLLC, ~~Administrative~~all ~~Agent~~of the outstanding aggregate principal amount of their 8% First-Priority Senior Secured Notes due 2020 (the “~~Administrative Agent~~CERP 2020 Notes”). ~~The~~and ~~Amendment~~all ~~amends~~of the ~~First~~outstanding ~~Lien~~aggregate ~~Credit~~principal ~~Agreement,~~amount ~~dated~~of astheir of11% ~~May 8,~~Second-Priority ~~2014,~~Senior ~~among~~Secured ~~CGPH,~~Notes ~~CGPP,~~due 2021 (the ~~lenders~~“CERP ~~party~~2021 ~~thereto~~Notes” and, together with the ~~Administrative~~CERP ~~Agent~~2020 (Notes, the “~~First~~CERP ~~Lien~~Notes,” ~~Credit~~and, ~~Agreement~~the CERP Notes, together with the CGPH Notes, the “Notes”).

~~Among~~The ~~other~~redemption ~~things, the Amendment (a) provides for an increase~~ of ~~CGPH’s existing term loan facility by $175 million to approximately $1.3 billion (~~the ~~“Term~~Notes ~~Facility”)~~completed ~~and (b) reduces~~ the ~~interest~~restructuring ~~rate margins applicable to the Term Facility~~ and ~~CGPH’s~~refinancing ~~existing $150 million revolving credit facility (the “Revolving Facility”) to, at CGPH’s option, the Eurocurrency Rate (as defined in the First Lien Credit Agreement) plus 3.00% in the case~~ of ~~Eurocurrency~~CRC ~~Loans (~~as ~~defined~~previously inannounced ~~the First Lien Credit Agreement) or the ABR (as defined~~ in ~~the~~Caesars ~~First~~Entertainment ~~Lien Credit Agreement) plus 2.00% in the~~Corporation’s ~~case of ABR Loans~~ (~~as defined in the First Lien Credit Agreement~~“CEC”), ~~with~~Current ~~further~~Report ~~reductions~~on toForm ~~the~~8-K ~~Eurocurrency~~dated ~~Rate plus 2.75% or the ABR plus 1.75%~~December 22, ~~respectively, at such time as CGPH’s Senior Secured Leverage Ratio (as defined in the First Lien Credit Agreement) is equal to or less than 2~~2017.84 ~~to 1.0.~~

~~The~~Item Amendment provides that the proceeds of the $175 million increase of the Term Facility will be held in escrow until the receipt of all required regulatory approvals, at which time the escrowed proceeds will be released to repay the property specific term loan encumbering The Cromwell, but no earlier than May 3, 20171.01 IfEntry ~~such approvals~~into ~~are~~a ~~not~~Material ~~obtained~~Definitive ~~by July 26, 2017, such $175 million of proceeds will be repaid and The Cromwell’s property specific term loan will remain outstanding~~Agreement.

The ~~representations,~~information ~~warranties and covenants contained in the Amendment were made only for purposes of the Amendment and as of the specific date (or dates)~~ set forth ~~therein,~~under ~~were solely for the benefit of the parties to the Amendment and are subject to certain limitations as agreed upon by the contracting parties~~Item 1. ~~In addition~~01, ~~the~~“Entry ~~representations,~~into ~~warranties~~a ~~and~~Material ~~covenants~~Definitive ~~contained~~Agreement” in ~~the Amendment~~CEC’s ~~may~~Current beReport ~~subject~~on toForm ~~standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third~~8-~~party~~K ~~beneficiaries~~dated ~~of the Amendment and should not rely on the representations~~December 22, ~~warranties and covenants contained therein~~2017, oris ~~any~~incorporated ~~descriptions~~herein ~~thereof,~~by ~~as characterizations of the actual state of facts or conditions of CGPH~~reference. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Amendment, which subsequent developments may not be reflected in CGPH’s public disclosure.

~~The~~Item ~~description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.~~1.02 ~~hereto,~~Termination ~~and~~of isa ~~incorporated~~Material ~~herein~~Definitive ~~by reference~~Agreement.

~~Forward~~The information set forth under Item 1.02, “Termination of a Material Definitive Agreement” in CEC’s Current Report on Form 8-~~Looking~~K ~~Statements~~dated December 22, 2017, is incorporated herein by reference.

~~This~~Item Current Report on Form 8-K and the Disclosure Statement contains or may contain “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 19952.03 ~~You~~Creation can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements contain words such as “may,” “will,” “project,” “might,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” “continue,” or “pursue,” or the negative of ~~these~~a ~~words~~Direct orFinancial ~~other~~Obligation ~~words~~ or ~~expressions~~an ofObligation ~~similar~~under ~~meaning~~an ~~that may identify forward~~Off-~~looking~~Balance ~~statements~~Sheet ~~and~~Arrangement are found at various places throughout this report. These forward-looking statements, including, without limitation, those relating to future actions, new projects, strategies, future performance, the outcome of ~~contingencies~~ such as legal proceedings, and future financial results, wherever they occur in this report, are based on our current expectations about future events and are estimates reflecting the best judgment of CAC’s and the CEC’s management and involve a ~~number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements~~Registrant.

~~You~~The ~~are~~information ~~cautioned~~set ~~that~~forth ~~forward-looking~~under ~~statements~~Item 2.03, ~~are~~“Creation ~~not guarantees~~ of ~~future~~a ~~performance~~Direct orFinancial ~~results~~Obligation ~~and involve risks and uncertainties that cannot be predicted~~ or ~~quantified,~~an ~~and,~~Obligation ~~consequently,~~under ~~the~~an ~~actual~~Off-Balance ~~performance~~Sheet Arrangement of ~~CGPH~~a ~~and~~Registrant” ~~its~~in ~~subsidiaries~~CEC’s ~~may~~Current ~~differ~~Report ~~materially~~on ~~from~~Form ~~those expressed or implied by such forward~~8-~~looking~~K ~~statements.~~dated ~~Additional~~December 22, ~~information~~2017, ~~concerning such risks and uncertainties~~ is ~~described~~incorporated ~~from~~herein ~~time~~by ~~to time in CGPH’s reports filed with the Securities and Exchange Commission (the “SEC”)~~reference.

~~Any~~Item ~~forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made~~8.01 ~~CGPH~~Other ~~disclaims any obligation to update the forward-looking statements~~Events. ~~You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated or, if no date is stated, as of the date of this report.~~

~~Important~~The information set forth ~~Additional~~under ~~Information~~“Explanatory Note” in this Current Report on Form 8-K and under Item 8.01, “Other Events” in CEC’s Current Report on Form 8-K dated December 22, 2017, is incorporated herein by reference.

Pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of July 9, 2016, between CAC and CEC, as subsequently amended on February 20, 2017 (as amended, the “Merger Agreement”), among other things, CAC will merge with and into CEC, with CEC as the surviving company (the “Merger”). In connection with the Merger, CAC and CEC filed

with the SEC a registration statement on Form S-4 that includes a preliminary joint proxy statement/prospectus, as well as other relevant documents concerning the proposed transaction. The registration statement has not yet become effective. After the registration statement is declared effective by the SEC, a definitive joint proxy statement/prospectus will be mailed to stockholders of CAC and CEC. Stockholders are urged to read the registration statement and joint proxy statement/prospectus regarding the Merger and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. You will be able to obtain a free copy of such joint proxy statement/prospectus, as well as other filings containing information about CAC and CEC, at the SEC’s website (www.sec.gov), from CAC Investor Relations (investor.caesarsacquisitioncompany.com) or from CEC Investor Relations (investor.caesars.com).

The information in this communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

CAC, CEC and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from CAC and CEC stockholders in favor of the business combination transaction. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the CAC and CEC stockholders in connection with the proposed business combination transaction is set forth in Amendment No. 1 to the Annual Report on Form 10-K for CAC’s fiscal year ended December 31, 2016, filed on March 31, 2017, and in CEC’s definitive proxy statement filed with the SEC on April 12, 2017, respectively. You can obtain free copies of these documents from CAC and CEC in the manner set forth above.

Item 9.01 Financial Statements and Exhibits.

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

Exhibit No.		Description
10.1		Incremental Assumption Agreement and Amendment No. 1, dated as of April 27, 2017
4.1		Supplemental Indenture, dated December 22, 2017, by and among Caesars Resort Collection, LLC, the subsidiary guarantors party thereto, CRC Finco, Inc. and Deutsche Bank Trust Company Americas, as trustee. (Filed as Exhibit 4.1 to CEC’s Form 8-K filed with the Commission on December 22, 2017 and incorporated herein by this reference)
10.1		Credit Agreement, dated as of December 22, 2017, by and among Caesars Resort Collection, LLC, the other borrowers from time to time party thereto, the lenders party thereto, and Credit Suisse, AG, Cayman Islands Branch, as administrative agent. (Filed as Exhibit 10.1 to CEC’s Form 8-K filed with the Commission on December 22, 2017 and incorporated herein by this reference)
99.1		Press Release dated December 22, 2017. (Filed as Exhibit 99.1 to CEC’s Form 8-K filed with the Commission on December 22, 2017 and incorporated herein by this reference)

SIGNATURES

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

	CAESARS GROWTH PROPERTIES HOLDINGS, LLC
Date: April 28, 2017	By:	Caesars Growth Properties Parent, LLC
		its managing member
	By:	Caesars Growth Partners, LLC
		its managing member
	By:	Caesars Acquisition Company
		its managing member
	By:	/s/ CRAIG J. ABRAHAMS
	Name:	Craig J. Abrahams
	Title:	Chief Financial Officer of Caesars Acquisition Company, its managing member

EXHIBIT INDEX

Exhibit No.		Description
10.1		Incremental Assumption Agreement and Amendment No. 1, dated as of April 27, 2017
4.1		Supplemental Indenture, dated December 22, 2017, by and among Caesars Resort Collection, LLC, the subsidiary guarantors party thereto, CRC Finco, Inc. and Deutsche Bank Trust Company Americas, as trustee. (Filed as Exhibit 4.1 to CEC’s Form 8-K filed with the Commission on December 22, 2017 and incorporated herein by this reference)
10.1		Credit Agreement, dated as of December 22, 2017, by and among Caesars Resort Collection, LLC, the other borrowers from time to time party thereto, the lenders party thereto, and Credit Suisse, AG, Cayman Islands Branch, as administrative agent. (Filed as Exhibit 10.1 to CEC’s Form 8-K filed with the Commission on December 22, 2017 and incorporated herein by this reference)
99.1		Press Release dated December 22, 2017. (Filed as Exhibit 99.1 to CEC’s Form 8-K filed with the Commission on December 22, 2017 and incorporated herein by this reference)

SIGNATURES

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.


	CAESARS RESORT COLLECTION, LLC

	By:	Caesars Growth Properties Parent, LLC, its managing member

	By:	Caesars Growth Partners, LLC, its managing member

	By:	Caesars Entertainment Corporation, its managing member

Date: January 30, 2018	By:	/S/ Scott E. Wiegand
		Scott E. Wiegand
		Senior Vice President, Deputy General Counsel and Corporate Secretary

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