(“Eldorado”) and Colt Merger Sub, Incflatmanagers
The Consent Fee for the consent solicitation is an amount, per $1.00 principal amount of Notes for which a beneficial owner has validly delivered (on or prior to the Expiration Time) and not validly revoked its consent, equal to the product of $0.0025 multiplied by a fraction, the numerator of which is the aggregate principal amount of Notes outstanding at the Expiration Time and the denominator of which is the aggregate principal amount of Notes for which the beneficial owners validly delivered and not validly revoked consents. As a result, the Consent Fee will range from $0.0025 per $1.00 (if all beneficial owners consent) to approximately $0.0050 per $1.00 (if beneficial owners of only a majority of the aggregate principal amount of the then outstanding Notes consent).The Proposed Amendments relate to the previously announced Agreement and Plan of Merger, dated as of June 24, 2019, by and among Caesars Entertainment Corporation, Eldorado Resorts, Inc. (“Eldorado”) and Colt Merger Sub, Inc., (as amended and as it may be further amended from time to time, the “Merger Agreement”).
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