[8-K] Caesars Entertainment, Inc. Reports Material Event

Rhea-AI Filing Summary

Caesars Entertainment (NASDAQ:CZR) filed an 8-K announcing a conditional full redemption of its 8.125% Senior Notes due 2027.

The company intends to repay the entire $545.9 million principal at 100% of face value plus accrued interest on July 8 2025, provided it receives sufficient net proceeds from yet-unspecified financing sources. U.S. Bank Trust Company will serve as trustee and paying agent.

If the funding condition is not met, the redemption may be postponed or cancelled. Retiring the high-coupon notes two years early could reduce annual interest expense by roughly $44 million and modestly improve leverage, but the ultimate impact depends on the cost and structure of replacement capital.

Positive

• Early redemption of $545.9 million 8.125% notes could eliminate roughly $44 million in annual interest expense and modestly de-lever the balance sheet.

Negative

• Redemption is conditional on securing new financing; failure to obtain proceeds would delay or cancel the transaction, introducing execution and market-access risk.

Insights

Financial Analyst

TL;DR: $546M high-rate notes retired early, boosting cash flow if financing closes.

At 8.125%, these 2027 notes represent some of CZR’s most expensive debt. Par redemption avoids a make-whole premium and could save about $44 million in annual interest, assuming full execution. Even a 100–150 bps rate reduction on replacement funding would translate into meaningful after-tax savings and aligns with management’s deleveraging narrative. Though only ~4% of total debt, the move signals continued market access and may improve credit optics, supporting equity valuation and future refinancing efforts.

Risk Analyst

TL;DR: Benefit uncertain until replacement financing terms are disclosed.

The redemption is explicitly contingent on securing new proceeds; if markets tighten, Caesars could face delays or higher-cost capital that negates projected savings. Absent details on coupon, maturity, or covenants, investors cannot gauge liquidity impact or incremental leverage. With the notes representing a small fraction of the debt stack, any leverage improvement may be immaterial. Execution risk and potential refinancing at comparable rates temper the filing’s immediate credit uplift.

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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

June 27, 2025

Date of Report (Date of earliest event reported)

CAESARS ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

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

N/A

(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		Trading Symbol(s)		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 8.01 Other Events.

On June 27, 2025, Caesars Entertainment, Inc. (the “Company”) delivered a notice of conditional full redemption (the “Redemption”) for all of the Company’s outstanding 8.125% Senior Notes due 2027 (the “Notes”) at a redemption price of 100.000% of the principal amount of the Notes, plus accrued and unpaid interest (if any) (the “Redemption Amount”), to be redeemed on July 8, 2025 (or such later date as described below, “Redemption Date”). As of June 26, 2025, there was $545,898,000 aggregate principal amount of the Notes outstanding. U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) is serving as the trustee for the Notes and as the paying agent for the Redemption.

The Redemption is conditioned upon the timely receipt by the Company or the Company’s designee of net proceeds in an amount sufficient to pay a portion of the Redemption Amount. If such net proceeds are not timely received and such condition is not satisfied (or waived by the Company in its sole discretion), the Redemption Date may be delayed or the Redemption may not occur.

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 ENTERTAINMENT, INC.
Date: June 27, 2025				By:		/s/ Bret Yunker
				Name:		Bret Yunker
				Title:		Chief Financial Officer

FAQ

How much of Caesars Entertainment's 8.125% Senior Notes is being redeemed?

The company plans to redeem $545,898,000 in aggregate principal of the 8.125% Senior Notes due 2027.

When is the redemption date for [[CZR]]'s 8.125% notes?

The notes are scheduled to be redeemed on July 8 2025, or a later date if the funding condition is not met.

At what price will [[CZR]] redeem the 8.125% Senior Notes?

The notes will be redeemed at 100% of principal plus accrued and unpaid interest.

What condition must be satisfied for the redemption to occur?

Caesars must receive net proceeds sufficient to pay a portion of the redemption amount; otherwise the redemption can be delayed or cancelled.

How could the redemption affect [[CZR]]'s interest expense?

Retiring the 8.125% notes could cut annual interest costs by about $44 million, assuming successful replacement with lower-cost capital.