Caesars Entertainment, Inc.

Previous wording

The obligations of Fertitta Gaming and the Company to complete the Merger are subject to the satisfaction or waiver of a number of conditions, including, among others, (i) the approval of the Merger by the holders of at least a majority of all of the outstanding shares of Company Common Stock, (ii) the expiration or termination of the applicable waiting period under the HSR Act and (iii) the receipt of certain gaming regulatory approvals.

Current wording

The obligations of Fertitta Gaming and the Company to complete the Merger remain subject to the satisfaction or waiver of a number of conditions, including, among others, (i) the expiration or termination of the applicable waiting period under the HSR Act and (ii) the receipt of certain gaming regulatory approvals.

Previous wording

Although Fertitta Gaming and the Company have agreed in the Merger Agreement to use their reasonable best efforts to complete the Transaction as promptly as practicable, many of the closing conditions are not within Fertitta Gaming’s or the Company’s control, and neither company can predict when or if these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to May 27, 2027, which deadline may be extended to August 27, 2027 and November 27, 2027 in certain circumstances, it is possible that the Merger Agreement will be terminated. The failure to satisfy all of the required conditions could delay the completion of the Merger for a significant period of time or prevent it from occurring. Any delay in completing the Merger could cause us not to realize some or all of the benefits that we expect to achieve if the Merger is successfully completed within the expected timeframe. There can be no assurance that all closing conditions will be satisfied or waived, or that the Merger will be completed, within the expected timeframe or at all.

Current wording

Although Fertitta Gaming and the Company have agreed in the Merger Agreement to use their reasonable best efforts to complete the Transaction as promptly as practicable, many of the remaining closing conditions are not within Fertitta Gaming’s or the Company’s control, and neither company can predict when or if these remaining conditions will be satisfied. If any of these conditions are not satisfied or waived prior to May 27, 2027, which deadline may be extended to August 27, 2027 and November 27, 2027 in certain circumstances, it is possible that the Merger Agreement will be terminated. The failure to satisfy all of the required conditions could delay the completion of the Merger for a significant period of time or prevent it from occurring. Any delay in completing the Merger could cause us not to realize some or all of the benefits that we expect to achieve if the Merger is successfully completed within the expected timeframe. There can be no assurance that all remaining closing conditions will be satisfied or waived, or that the Merger will be completed, within the expected timeframe or at all.

Previous wording

It is possible that litigation against the Company, Fertitta Gaming, their respective affiliates and/or their respective boards of directors and management may be filed in the future. Even if a lawsuit is unsuccessful, defending against these claims can result in substantial costs. An adverse judgment could result in monetary damages, which could have a negative impact on the Company’s liquidity and financial condition. Such potential lawsuits could prevent or delay the completion of the Transaction and result in significant costs to the Company and/or Fertitta Gaming, including any costs associated with the indemnification of directors and officers. There can be no assurance that any of the defendants will be successful in the outcome of any potential lawsuits.

Current wording

Various parties have threatened or filed litigation against the Company and related parties. Whether or not these claims are successful, defending against these claims can result in substantial costs. An adverse judgment could result in monetary damages, which could have a negative impact on the Company’s liquidity and financial condition. Such lawsuits that have been or may be in the future be filed could prevent or delay the completion of the Transaction and result in significant costs to the Company and/or Fertitta Gaming, including any costs associated with the indemnification of directors and officers. There can be no assurance that any of the defendants will be successful in the outcome of any existing or future lawsuits.