Caesars Growth Partners to Acquire $2.2 Billion of Assets from Caesars Entertainment

    Caesars Growth Partners to Acquire $2.2 Billion of Assets from Caesars

Caesars Growth Partners to Commence $223 Million Renovation of The Quad

PR Newswire

LAS VEGAS, March 3, 2014

LAS VEGAS, March 3, 2014 /PRNewswire/ -- Caesars Acquisition Company (NASDAQ:
CACQ) ("CAC") today announced that Caesars Growth Partners, LLC ("Growth
Partners") has entered into a definitive agreement to acquire Bally's Las
Vegas, The Cromwell (formerly Bill's Gamblin' Hall & Saloon), The Quad Resort
& Casino ("The Quad") and Harrah's New Orleans from Caesars Entertainment
Corporation (NASDAQ: CZR) ("Caesars Entertainment") for $2.2 billion including
assumed debt of $185 million and committed project capital expenditures of
$223 million, resulting in cash consideration of approximately $1.8 billion.
The transaction has been unanimously recommended by independent special
committees of the boards of directors of CAC, the managing member of Growth
Partners, and Caesars Entertainment and approved by the boards of both
companies. The transaction is expected to close in the second quarter of
2014, subject to certain closing conditions, including the receipt of required
regulatory approvals.

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The transaction will facilitate new investment in these properties, some of
which require considerable capital expenditures to realize their full
potential. In addition, Growth Partners will retain a 50% interest in the
management fee revenues to be received by certain subsidiaries of Caesars
Entertainment Operating Company, Inc., a wholly-owned subsidiary of Caesars
Entertainment, in connection with the management of Bally's Las Vegas, The
Cromwell, The Quad (formerly Imperial Palace) and Harrah's New Orleans. With
this transaction, CAC is also announcing a $223 million renovation of The

"The acquisition of these assets further aligns Growth Partners' portfolio
with attractive markets, especially Las Vegas," said Mitch Garber, chief
executive officer of CAC. "Growth Partners is focused on acquiring and
developing high-growth operating assets with strong value creation potential.
These four properties will strongly complement our existing portfolio,
particularly Planet Hollywood and our interest in Horseshoe Baltimore, which
will open later this year. All of these properties will continue to benefit
from participation in the Total Rewards network."

The three Las Vegas properties in the transaction are strategically and
geographically desirable, occupying space at the very heart of the Las Vegas
Strip. The Cromwell will open later this year as the only standalone boutique
hotel and casino on the Las Vegas Strip boasting celebrity chef Giada De
Laurentiis' first Las Vegas outpost and serving as home to the new Drai's
Beach Club - Nightclub featuring a one-of-a-kind rooftop pool. The Quad
occupies a critically important space at the entrance to The LINQ development.
The resort stands to generate increased hotel, hospitality and gaming revenue
as a result of the planned upgrades. Bally's Las Vegas' prominent Strip locale
is made even more desirable with the enhancements currently underway,
including the recently completed renovation of the Jubilee Tower and the
addition of Caesars Entertainment's Grand Bazaar retail center outside of the
hotel. Harrah's New Orleans is a key asset that exemplifies Caesars
Entertainment's city-integrated resort model in a compelling destination area.

The purchase terms were negotiated and recommended by special committees
comprised of independent members of the boards of directors of Caesars
Entertainment and CAC. Lazard served as financial advisor to the special
committee of CAC and Skadden, Arps, Slate, Meagher & Flom LLP served as the
committee's legal counsel.

Growth Partners has received commitments for financing associated with the

Quad Transformation

The transformation of The Quad will create a new design-inspired urban hotel
combining boutique sensibilities with full scale resort amenities. The
renovation of the property will integrate seamlessly into the collection of
retail, dining and entertainment experiences offered at The LINQ. It will also
include the complete remodeling of the guest rooms and common areas, the
expansion of meeting spaces, the addition of new dining experiences and
amenities, a transformation of the pool and spa, substantial infrastructure
upgrades and completion of the exterior facade. The enhancements to the 2,308
room property follow $90 million of recent upgrades to many public spaces, the
gaming floor and portions of the exterior facade.

"We envision the transformed property will serve as the perfect complement to
Caesars Entertainment's newest entertainment and hospitality asset, The LINQ,
which sits right next door," Garber said. "The LINQ was designed to appeal to
a younger demographic that we are seeing travel to Las Vegas with greater
frequency. It is our intent that The Quad hold a similar appeal and, together
serve as the social hub on the Las Vegas Strip."

Guest room renovations will begin in the coming weeks when three of the
resort's towers will close to accommodate remodeling. The resort's public
spaces will remain open throughout the duration of the construction period
with maximum precautions taken to minimize disruption to guests. The hotel and
casino's full transformation is expected to be completed in the first half of

Conference Call Information
Caesars Acquisition Company (NASDAQ: CACQ) will host a joint conference call
with Caesars Entertainment (NASDAQ: CZR) at 5:30 a.m. Pacific Time today,
Monday, March 3, to discuss the transaction. The call will be accessible on
the Investor Relations section of

If you would like to ask questions and be an active participant in the call,
you may dial (877) 637-3676, or (832) 412-1752 for international callers, and
enter Conference ID 3889366 approximately 10 minutes before the call start
time. A recording of the live call will be available on the Company's website
for 90 days after the event.

About Caesars Growth Partners
Caesars Growth Partners is a casino asset and entertainment company focused on
acquiring and developing a portfolio of high-growth operating assets and
equity and debt investments in the gaming and interactive entertainment
industry. Through its two businesses—Interactive Entertainment and Casino
Properties and Developments—Caesars Growth Partners will focus on acquiring or
developing assets with strong value creation potential and leveraging
interactive technology with its well-known online and mobile game portfolio
and leading brands. Assets include Caesars Interactive Entertainment (with its
social and mobile games, the World Series of Poker and regulated online real
money gaming businesses), Planet Hollywood (located in Las Vegas, Nevada), and
Horseshoe Baltimore (currently being developed by a joint venture). Through
its relationship with Caesars Entertainment (NASDAQ: CZR), Caesars Growth
Partners has the ability to access Caesars Entertainment's proven management
expertise, brand equity, Total Rewards loyalty program and structural
synergies. For more information, please visit

About Caesars Acquisition Company
Caesars Acquisition Company (NASDAQ: CACQ) was formed to make an equity
investment in Caesars Growth Partners, LLC , a joint venture between CAC and
Caesars Entertainment Corporation (NASDAQ: CZR), the world's most diversified
casino entertainment provider and the most geographically diverse U.S.
casino-entertainment company. CAC is Growth Partners' managing member and sole
holder of all of its outstanding voting units. For more information, please

Forward Looking Information
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.
CAC 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 (i) relating to the purchase of the
casinos named in this press release, (ii) relating to the renovation and
transformation of the Quad, and (iii) 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 CAC'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 CAC's filings with the Securities and Exchange

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 ability to satisfy the conditions to the closing with respect to the
    purchase of the casinos named in this press release, including receipt of
    required regulatory approvals and receipt of financing;
  othe purchase of the casinos named in this press release may not be
    consummated on the terms contemplated or at all;
  oaccess to financing to complete the transaction;
  othe ability to timely and cost-effectively integrate companies that Growth
    Partners acquires into its operations, including the four properties noted
  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, including
    construction of The Cromwell and the renovation of The Quad;
  oCAC and Growth Partners dependence on Caesars Entertainment and its
    subsidiaries to provide support and services, as well as Growth Partners'
    dependence on Caesars Entertainment's senior management's expertise and
    its participation in Caesars Entertainment's Total Rewards loyalty
  othe effects of a default by Caesars Entertainment on certain debt
  oCaesars Entertainment's interests may conflict with Growth Partners'
    interests and may possibly keep any or all potential development
    opportunities for itself;
  othe potential adverse effects if Caesars Entertainment or any of its
    subsidiaries were to file for bankruptcy;
  othe effects if a third party successfully challenges Caesars Entertainment
    or its affiliates ownership of, or right to use, the intellectual property
    owned or used by subsidiaries of Caesars Entertainment, which Caesars
    Interactive Entertainment, Inc. ("CIE") licenses for use in its
  oCIE's reliance on subsidiaries of Caesars Entertainment to obtain online
    gaming licenses in certain jurisdictions, such as New Jersey and Nevada;
  othe adverse effects on CAC's ability to comply with certain obligations
    imposed by federal securities law and certain debt arrangements if it is
    determined that Deloitte & Touche LLP was not independent of Caesars
    Entertainment or Growth Partners;
  othe difficulty of operating Growth Partners' business separately from
    Caesars Entertainment, including that managing that process effectively
    may consume a significant portion of management's time;
  orisks inherent in Growth Partners' business model and Growth Partners'
    short operating history;
  oGrowth Partners' ability to realize the anticipated benefits of current or
    potential future acquisitions and the ability to timely and
    cost-effectively integrate companies that Growth Partners acquires into
    its operations;
  othe additional capital that Growth Partners may require to support
    business growth may not be available on acceptable terms, or at all;
  othe adverse effects of extensive governmental regulation and taxation
    policies applicable to Growth Partners;
  othe effects of local and national economic, credit and capital market
    conditions on the economy in general, and on the gaming industry in
  othe sensitivity of Growth Partners' business to reductions in
    discretionary consumer spending;
  othe new and rapidly changing industry in which Growth Partners operates,
    such as CIE's social and mobile games business and internet gaming
  oany failure to protect Growth Partners' trademarks or other intellectual
    property, such as CIE's ownership of the "World Series of Poker"
  oabnormal gaming holds ("gaming hold" is the amount of money that is
    retained by the casino from wagers by customers);
  othe effects of competition, including locations of competitors and
    operating and market competition, particularly the intense competition
    faced by the Planet Hollywood Resort & Casino, Bally's Las Vegas and The
    Quad (and will be faced by The Cromwell) from other hotel casino resorts
    in Las Vegas and that Harrah's New Orleans and Horseshoe Baltimore face
    from other regional casinos and resorts;
  othe uncertainty surrounding whether CIE's games, such as Slotomania, Bingo
    Blitz, and House of Fun, will retain their popularity;
  oCIE's ability to launch new games on new and emerging platforms;
  oCIE's reliance on a small portion of its total players for nearly all of
    its revenue from its social and mobile games;
  oGrowth Partners' ability to expand into international markets in light of
    additional business, regulatory, operational, financial and economic risks
    associated with such expansion;
  oevolving regulations concerning the social and mobile games industry as
    well as data privacy, including, but not limited to, the effect of U.S.
    and foreign laws, some of which are unsettled and still developing;
  othe low barriers to entry and intense competition of social and mobile
    games industry could have adverse effect on CIE and Growth Partners;
  oevolving U.S. and foreign laws could subject CIE to claims and prevent CIE
    from providing its current games to players or to modify its games;
  othe effect on Growth Partners' business strategy if real money online
    poker is not legalized in states other than Delaware, Nevada or New Jersey
    in the United States or is legalized in an unfavorable manner; and
  opolitical and economic uncertainty created by terrorist attacks and other
    acts of war or hostility.

You are cautioned to not place undue reliance on these forward-looking
statements, which speak only as of the date of this release. CAC 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.

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SOURCE Caesars Acquisition Company

Contact: Gary Thompson - Media, Caesars Acquisition Company, (702) 407-6529,
or Joyce Thomas - Investors, Caesars Acquisition Company, (702) 880-4707
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