Item 7.01. Regulation FD Disclosure

On September 28, 2020, Caesars Entertainment, Inc. ("Caesars" or the "Company") issued an announcement (the "Rule 2.4 Announcement") pursuant to Rule 2.4 of the U.K. City Code on Takeovers and Mergers disclosing that it was in discussions with William Hill plc ("William Hill") concerning a possible cash offer to acquire the entire issued and to be issued share capital (other than shares owned by the Company or held in treasury) of William Hill, in an all-cash transaction.

A copy of the Rule 2.4 Announcement is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

The information contained in 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.

Cautionary Note Regarding 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 Caesars' use of the words "continue," "may," "will," 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 Caesars' control and could materially affect actual results, performance, or achievements. These forward-looking statements include the possible cash offer related to William Hill.

Although Caesars 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. Caesars cannot assure you

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that the assumptions upon which these statements are based will prove to have been correct. Important risk factors that may affect Caesars' business, results of operations and financial position are detailed from time to time in Caesars' filings with the Securities and Exchange Commission. Caesars 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.



Exhibit
  No.       Description

99.1          Rule 2.4 Announcement.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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