Caesars Entertainment, Inc. (NasdaqGS:CZR) made an offer to acquire the remaining 98.7% stake in William Hill plc (LSE:WMH) for £2.9 billion on September 25, 2020. Caesars Entertainment will pay £2.72 per share in cash. As of September 30, 2020, an agreement was signed for the transaction. The acquisition is to be affected by means of a scheme of arrangement under Part 26 of the Companies Act. In a related transaction, Apollo Global Management, Inc. (NYSE:APO) and Apollo Management International LLP made a second offer to acquire William Hill on September 25, 2020. Caesars Entertainment, Inc. is undertaking an equity capital raising. Caesars plans to use the proceeds of this capital raise, together with existing cash and $2 billion (£1.6 billion) of new non-recourse debt facilities to fund the offer. On September 28, 2020, Caesars Entertainment, Inc. announced an equity capital raise of $1.7 billion (£1.3 billion) to fund the transaction. On October 6, 2020, entered into a £1.6 billion interim facilities agreement with Deutsche Bank AG, London Branch and JP Morgan Chase Bank, N.A. Pursuant to the Interim Facilities Agreement, the Arrangers have made available a 540-day £1.0439 billion asset sale bridge facility and a 60-day £502.6 million cash confirmation bridge facility to finance or refinance the acquisition. As on December 11, 2020, Caesars and certain finance providers entered into a new binding commitment letter and fee letter which replaces the original forms entered into by Caesars on September 29, 2020. Upon completion, the shares of William Hill will be delisted, and William Hill shall be re-registered as a private limited company.

The transaction is subject to approval of shareholders of William Hill plc in a meeting to be held on or before January 5, 2021, sanction of the scheme by the Court, customary antitrust approvals including approvals by United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the competent Austrian competition authorities and regulatory gaming approvals. The Board of Directors of William Hill plc has indicated to Caesars Entertainment that the offer is at a price level that they would be minded recommending to shareholders of William Hill. As of September 30, 2020, William Hill's Directors intend to recommend unanimously and unconditionally that William Hill's shareholders vote in favor of the transaction. William Hill's Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 2.1 million William Hill's shares representing approximately 0.2% of the share capital of William Hill in issue. On November 12, 2020, the relevant Austrian competition authorities issued a declaration to the effect that the Acquisition is not subject to Section 17 (Durchführungsverbot) of the Austrian Cartel Act (Kartellgesetz 2005) with immediate effect. Condition 3(b) (relating to the Austrian merger control condition), as set out in Part III of the Scheme Document, has therefore been satisfied. As of November 19, 2020, the transaction is approved by the shareholders of William Hill. As of December 28, 2020, the transaction received early termination notice under the HSR Act. As of March 10, 2021, the transaction is expected to get regulators' approval by March 23, 2020. As of March 18, 2021, the Scheme Court Hearing at which the Court would be asked to sanction the Scheme, had been rescheduled from March 30, 2021, to March 31, 2021. As of March 31, 2021, High Court of Justice in England and Wales approved the transaction. Caesars expects that the transaction would close in the second half of 2021. The long stop date is December 31, 2021. As of January 13, 2021, transaction is expected to be completed early in the second quarter of 2021, but possibly as early as March 2021. As of March 10, 2021, effective Date of the Scheme is April 1, 2021. As of March 18, 2021, effective Date of the Scheme is April 6, 2021. As of April 20, transaction is expected to complete on April 22, 2021.

Daniel Ross, Nishant Amin, Mark Astaire, and Nicola Tennent of Barclays PLC (LSE:BARC); Jan Skarbek, Andrew Seaton, Martin Weltman, and Robert Farrington of Citigroup Global Markets Limited; Jonathan Hall, Simon Lyons and Ben Ripley of PJT Partners (UK) Limited acted as financial advisors to William Hill. Deutsche Bank Securities Inc.; and James Ibbotson and James Arculus of Deutsche Bank AG, London Branch acted as financial advisors to Caesars Entertainment, Inc. Linklaters LLP acted as legal advisor; Kenneth Schwartz and Andrew Garelick of Skadden Arps, Slate, Meagher & Flom LLP acted as US anti-trust legal advisor; and Phelps Dunbar LLP and Harris Hagan acted as US and UK (respectively) legal advisors to Caesars. David Johnson, Murray Cox, Sally Wokes, Phil Linnard, and Bertrand Louveaux of Slaughter and May acted as legal advisor; and Steven A. Newborn of Weil, Gotshal & Manges LLP acted as US anti-trust legal advisor to William Hill. Sony Ben-Moshe, Steven Stokdyk, Ken Askin, Brent Epstein, Ross Anderson, Rafal Gawlowski, Yvette Valdez, Jeremy Green, Catherine Lee, Lene Malthasen, Larry Safran, Sam Weiner, Jiyeon Lee-Lim, Elena Romanova, and Karl Mah of Latham & Watkins LLP acted as legal advisor to Caesars in the financing of the transaction. A team led by Andrew Bab of Debevoise & Plimpton LLP acted as legal advisor to Deutsche Bank AG, London Branch and Deutsche Bank Securities Inc. in the transaction. William J. Miller and Jonathan Brownson of Cahill Gordon & Reindel LLP represented the lead arrangers in connection with credit facilities to support Caesars Entertainment.

Caesars Entertainment, Inc. (NasdaqGS:CZR) completed the acquisition of the remaining 98.7% stake in William Hill plc (LSE:WMH) on April 22, 2021. Roger Devlin, Mark Brooker, Jane Hanson, Robin Terrell, Lynne Weedall and Gordon Wilson have tendered their resignations as directors and have stepped down from the William Hill Board. Applications have been made to the Financial Conduct Authority and the London Stock Exchange in relation to the de-listing of William Hill Shares from the premium listing segment of the Official List and the cancellation of the admission to trading of William Hill Shares on the London Stock Exchange's main market for listed securities, which is expected to take effect on April 23, 2021. Jacob MacAdam and Alexandra Simpson of Appleby Cayman acted as Cayman Islands counsel to Deutsche Bank AG London branch and JP Morgan in connection with credit facilities.