Caesars Entertainment Announces Proposed $1,500 Million Debt Offering

    Caesars Entertainment Announces Proposed $1,500 Million Debt Offering

PR Newswire

LAS VEGAS, Feb. 4, 2013

LAS VEGAS, Feb. 4, 2013 /PRNewswire/ --Caesars Entertainment Corporation
(NASDAQ: CZR) ("Caesars" or the "Company") announced today that Caesars
Operating Escrow LLC and Caesars Escrow Corporation (the "Escrow Issuers"),
wholly owned unrestricted subsidiaries of Caesars Entertainment Operating
Company, Inc. ("CEOC"), are proposing to issue $1,500.00 million aggregate
principal amount of 9% senior secured notes due 2020 (the "Notes") in a
private offering that is exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"). The Notes are to
be issued under the same indenture governing the 9% senior secured notes due
2020 that were issued on August 22, 2012 and the 9% senior secured notes due
2020 that were issued on December 13, 2012 (collectively, the "Existing
Notes"), but the Notes and the Existing Notes will not be fungible until the
completion of a registered exchange offer pursuant to which holders that
exchange their Notes will receive registered 9% senior secured notes due 2020
that will have the same CUSIP number as any Existing Notes registered as part
of such exchange offer or one or more prior exchange offers, and such Notes
and Existing Notes will thereafter be fungible. The offering is subject to
market conditions and other factors. Upon satisfaction of certain conditions,
CEOC would assume the Escrow Issuers' obligations under the Notes.


Caesars intends to use the net proceeds from the offering to repay certain
outstanding term loans and to pay related fees and expenses.

The Notes are being offered only to qualified institutional buyers in reliance
on Rule 144A under the Securities Act, and outside the United States, only to
non-U.S. investors pursuant to Regulation S. The Notes will not be initially
registered under the Securities Act or any state securities laws and may not
be offered or sold in the United States absent an effective registration
statement or an applicable exemption from registration requirements or a
transaction not subject to the registration requirements of the Securities Act
or any state securities laws.

This press release shall not constitute an offer to sell or the solicitation
of an offer to buy any security and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offering, solicitation
or sale would be unlawful.

About Caesars
Caesars Entertainment is the world's most diversified casino-entertainment
company. Since its beginning in Reno, Nevada, more than 75 years ago, Caesars
has grown through development of new resorts, expansions, and acquisitions,
and now operates casinos on four continents. The company's resorts operate
primarily under the Caesars^®, Harrah's^®, and Horseshoe^® brand names.
Caesars also owns the World Series of Poker^® and the London Clubs
International family of casinos. Caesars Entertainment is focused on building
loyalty and value with its guests through a unique combination of great
service, excellent products, unsurpassed distribution, operational excellence,
and technology leadership. Caesars Entertainment is committed to environmental
sustainability and energy conservation and recognize the importance of being a
responsible steward of the environment. For more information, please visit

This release contains or may contain "forward-looking statements" intended to
qualify for the safe harbor from liability established by the Private
Securities Litigation Reform Act of 1995. These statements can be identified
by the fact that they do not relate strictly to historical or current facts.
The Company has based these forward-looking statements on its current
expectations about future events. Further, statements that include words such
as "may," "will," "project," "might," "expect," "believe," "anticipate,"
"intend," "could," "would," "estimate," "continue," or "pursue," or the
negative of these words or other words or expressions of similar meaning may
identify forward-looking statements. These forward-looking statements are
found at various places throughout this release. These forward-looking
statements, including, without limitation, those relating to future actions,
new projects, strategies, future performance, the outcome of contingencies
such as legal proceedings, and future financial results, wherever they occur
in this release, are necessarily estimates reflecting the best judgment of the
Company's management and involve a number of risks and uncertainties that
could cause actual results to differ materially from those suggested by the
forward-looking statements. These forward-looking statements should,
therefore, be considered in light of various important factors set forth above
and from time to time in the Company's filings with the Securities and
Exchange Commission.

In addition to the risk factors set forth above, important factors that could
cause actual results to differ materially from estimates or projections
contained in the forward-looking statements include without limitation:

  othe impact of the Company's substantial indebtedness;
  othe effects of local and national economic, credit, and capital market
    conditions on the economy, in general, and on the gaming industry, in
  othe ability to realize the expense reductions from cost savings programs;
  oaccess to available and reasonable financing on a timely basis;
  othe ability of the Company's customer-tracking, customer loyalty, and
    yield-management programs to continue to increase customer loyalty and
    same-store or hotel sales;
  ochanges in laws, including increased tax rates, smoking bans, regulations
    or accounting standards, third-party relations and approvals, and
    decisions, disciplines, and fines of courts, regulators, and governmental
  othe ability to recoup costs of capital investments through higher
  oabnormal gaming holds ("gaming hold" is the amount of money that is
    retained by the casino from wagers by customers);
  othe ability to timely and cost-effectively integrate companies that the
    Company acquires into its operations;
  othe effects of competition, including locations of competitors,
    competition for new licenses and operating and market competition;
  othe potential difficulties in employee retention and recruitment as a
    result of the Company's substantial indebtedness or any other factor;
  oconstruction factors, including delays, increased costs of labor and
    materials, availability of labor and materials, zoning issues,
    environmental restrictions, soil and water conditions, weather and other
    hazards, site access matters, and building permit issues;
  olitigation outcomes and judicial and governmental body actions, including
    gaming legislative action, referenda, regulatory disciplinary actions, and
    fines and taxation;
  othe effects of environmental and structural building conditions relating
    to the Company's properties;
  oaccess to insurance on reasonable terms for the Company's assets;
  oacts of war or terrorist incidents, severe weather conditions, uprisings,
    or natural disasters;
  olosses sustained as a result of natural disasters, including losses in
    revenues and damage to property, and the impact of severe weather
    conditions on the Company's ability to attract customers to certain of its
    facilities, such as the amount of losses and disruption to the Company as
    a result of Hurricane Sandy in late October 2012; and
  othe impact, if any, of unfunded pension benefits under multi-employer
    pension plans.

You are cautioned to not place undue reliance on these forward-looking
statements, which speak only as of the date of this release. The Company
undertakes no obligation to publicly update or release any revisions to these
forward-looking statements to reflect events or circumstances after the date
of this release or to reflect the occurrence of unanticipated events, except
as required by law.

SOURCE Caesars Entertainment Corporation

Contact: Gary Thompson, Media, Caesars Entertainment Corporation,
+1-702-407-6529, or Jacqueline Beato, Investors, Caesars Entertainment
Corporation, +1-702-407-6131
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