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Caesars Entertainment Announces Sale of $2.2 Billion of Assets to Caesars Growth Partners

  Caesars Entertainment Announces Sale of $2.2 Billion of Assets to Caesars
                               Growth Partners

Represents First of Anticipated Steps to Address Capital Structure of CEOC
Subsidiary

PR Newswire

LAS VEGAS, March 3, 2014

LAS VEGAS, March 3, 2014 /PRNewswire/ --Caesars Entertainment Corporation
(NASDAQ: CZR) today announced it has entered into a definitive agreement to
sell Bally's Las Vegas, The Cromwell (formerly Bill's Gamblin' Hall & Saloon),
The Quad and Harrah's New Orleans to Caesars Growth Partners, LLC for a
purchase price of $2.2 billion, including assumed debt of $185 million and
committed project capital expenditures of $223 million, resulting in
anticipated cash proceeds of $1.8 billion. The transaction is expected to
close in the second quarter of 2014, subject to certain closing conditions,
including the receipt of required regulatory approvals. These actions are part
of ongoing efforts to address Caesars Entertainment Operating Company, Inc.'s
("CEOC") overall capital structure and position that subsidiary of Caesars
Entertainment to enhance equity value.

Caesars Entertainment Corporation logo

Caesars Entertainment and its affiliated companies will manage the purchased
properties, allowing continued integration with the Total Rewards network and
related synergies. The sale of Bally's, The Cromwell, The Quad and Harrah's
New Orleans to Caesars Growth Partners preserves the network value of the four
properties while enhancing liquidity at CEOC. The sale also includes a
financial stake in the associated management fee stream. This asset sale will
also facilitate new investment in these properties, some of which require
considerable capital expenditures to realize their full potential as part of
Caesars' network at the center of the Las Vegas Strip.

The asset sale was negotiated and unanimously recommended by special
committees comprised of independent members of the boards of directors of
Caesars Entertainment Corporation and Caesars Acquisition Company (NASDAQ:
CACQ), the managing member of Caesars Growth Partners. Centerview Partners and
Duff & Phelps served as financial advisors to the special committee of Caesars
Entertainment Corporation and Reed Smith LLP served as the committee's legal
counsel. With this transaction, Caesars Acquisition Company has announced a
$223 million renovation of The Quad Resort & Casino.

"Since being taken private near the beginning of the global financial crisis,
we have faced an incredibly challenging business environment and a highly
leveraged capital structure. Despite these obstacles, we have invested
significantly in the growth of our network and the enhancement of our assets
while concurrently deploying a wide array of financial and operational tools
to manage the company's capital structure and create value," said Gary
Loveman, chairman and chief executive officer of Caesars Entertainment.
"Entering 2014, I am very excited about our new customer offerings. Across our
network, we have recently opened or will open promising new projects and
amenities, such as The LINQ and High Roller and upgrades throughout Las Vegas.
We also share in the economic benefits associated with Caesars Growth
Partners, including considerable growth last year at Caesars Interactive
Entertainment, Inc., through social and mobile games and the launch of
real-money online gaming in Nevada and New Jersey."

Caesars Entertainment today has a market capitalization of approximately $3.5
billion and is now comprised of three primary structures: Caesars
Entertainment Resort Properties (CERP), its interest in Caesars Growth
Partners, LLC (CGP), a joint venture in which Caesars Entertainment holds a
58% economic interest, and CEOC. CERP is made up of six casino properties,
predominantly in Las Vegas, as well as The LINQ development and the Octavius
Tower at Caesars Palace. Caesars Growth Partners owns Caesars Interactive
Entertainment as well as the Planet Hollywood Resort in Las Vegas, a 41%
interest in Horseshoe Baltimore and the assets that will be acquired through
this transaction. Caesars Growth Partners' managing member is Caesars
Acquisition Company, a nearly $2 billion market capitalization publicly traded
company.

"Today's asset sales mark an important step in our ongoing efforts to repair
CEOC's balance sheet," Loveman said. "Caesars Entertainment and Caesars
Acquisition Company have a combined equity market capitalization of more than
$5 billion. To build equity value, we have employed a full complement of
operating and financial tools. The toolbox, which includes cost management,
working capital management, operational improvements, acquisitions, asset
sales, credit agreement amendments, innovative operating strategies, exchange
offers and equity raises, has helped to create two stable entities. The
company expects to deploy a similar array of tools to improve CEOC's financial
position and build equity value."

Pro forma for this transaction, CEOC will have in excess of $3.2 billion in
cash as of December 31, 2013. CEOC will also be relieved of potential capital
expenditure requirements for the purchased properties. CEOC intends to use a
portion of the proceeds from the asset sales to reduce bank debt.

In addition to financial and capital structure initiatives, Caesars is focused
on generating additional operational efficiency in 2014. In 2013, the company
implemented a program to both improve its working capital and excess cash by
$500 million and to generate $500 million of operating and EBITDA
improvements. Through this plan, the company has made substantial progress
towards that goal and expects the program to benefit CEOC this year. The
company plans to provide updates on additional achievements during 2014. The
recent ratification of a new long-term labor agreement in Nevada presents
Caesars with a stable platform for growth opportunities, particularly in the
hospitality and entertainment segments.

Preliminary Fourth Quarter 2013 Financial Results

Separately, Caesars Entertainment announced preliminary results for the fourth
quarter of 2013 that include consolidated results for Caesars Growth Partners.
The company expects to report its financial results for the quarter and
full-year ended December 31, 2013 in March.

Commenting on the results, Loveman concluded: "2013 was a year of considerable
progress and activity for Caesars. We significantly invested in growth
projects and undertook a number of actions designed to enhance the company's
capital structure and create value. For the fourth quarter, performance in
some of our regional areas, particularly Atlantic City, was disappointing. We
are, however, encouraged by volume and visitation trends in Las Vegas. We are
excited about our prospects there fueled by organic growth as well as our
hospitality investments."

While Caesars Entertainment has not yet completed its financial statements for
the quarter ended December 31, 2013, the company currently expects
consolidated net revenue to be in the range of approximately $2,050 million to
$2,110 million and that its Adjusted EBITDA will be in the range of
approximately $395 million to $415 million for the quarter ended December 31,
2013. Estimated net loss attributable to Caesars Entertainment for the quarter
ended December 31, 2013 is expected to range between $1,700 million and $1,820
million, compared to net loss attributable to Caesars Entertainment of $480.3
million for the quarter ended December 31, 2012.

Consolidated net revenues for the fourth quarter of 2013 are expected to
increase slightly as compared to the prior year primarily due to the
combination of increases in pass-through reimbursable management costs, growth
at Caesars Interactive Entertainment and declines in promotional allowance,
offset by lower casino revenue. The decline in casino revenue is primarily
attributable to continued weakness in certain domestic markets outside of
Nevada and the impact on revenues resulting from the partial sale of our
Conrad Punta del Este, Uruguay casino in the second quarter 2013. Adjusted
EBITDA is expected to be down slightly as compared to the prior year due to
the decline in casino revenues. Net loss attributable to Caesars Entertainment
for the fourth quarter of 2013 as compared to 2012 is expected to increase as
a result of significantly larger impairments of tangible and intangible assets
in 2013 as compared to the prior year quarter, as well as the income impact of
lower casino revenues, and increased interest expense, partially offset by
lower depreciation due to certain assets becoming fully depreciated early in
2013.

A reconciliation of estimated net loss attributable to Caesars Entertainment,
its most comparable measure in accordance with GAAP, to estimated Adjusted
EBITDA for the quarter ended December 31, 2013 and a reconciliation of
historical net loss attributable to Caesars Entertainment to Adjusted EBITDA
for the quarter ended December 31, 2012 are provided below.

                                 EstimateforQuarterended
                                 December31, 2013           Quarterended
(In millions)                    Low   High  December31,2012
Net loss attributable to CEC     $  (1,700.0)  $  (1,820.0)  $      (480.3)
Interest expense, net of
interest capitalized and        550.0         590.0             521.8

interest income
Benefit for income taxes            (700.0)       (790.0)           (335.5)
Depreciation and amortization       170.0         190.0             239.2
EBITDA                              (1,670.0)     (1,830.0)         (54.8)
Project opening costs, abandoned
projects and                        15.0          25.0              24.3

development costs
Acquisition and integration         10.0          20.0              3.9
costs
Losses/(gains) on early             40.0          60.0              (56.5)
extinguishment of debt
Net income/(loss) attributable
to non-
                                    (12.0)        (2.0)             0.8
controlling interests, net of
distributions
Impairments of long-lived
intangible and                      1,940.0       2,010.0           448.2

tangible assets
Non-cash expense for stock
compensation                        27.0          42.0              12.1

Benefits
Gain on sale of discontinued                                        (9.3)
operations
Other non-recurring or non-cash     45.0          90.0              51.4
items
Adjusted EBITDA                  $  395.0      $  415.0      $      420.1

Conference Call Information
Caesars Entertainment Corporation (NASDAQ: CZR) will host a joint conference
call with Caesars Acquisition Company (NASDAQ: CACQ) at 5:30 a.m. Pacific Time
today, on Monday, March 3, 2014, to discuss the transaction and review
preliminary fourth quarter results. The call will be accessible on the
Investor Relations section of www.caesars.com.

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 Entertainment
Caesars Entertainment Corporation is the world's most geographically
diversified casino-entertainment company. Since its beginning in Reno, Nevada,
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 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. We are
committed to environmental sustainability and energy conservation and
recognize the importance of being a responsible steward of the environment.
For more information, please visit www.caesars.com.

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.
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," "expect," "anticipate," "intend," " "estimate,"
"continue," "present" or "preserve," 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 sale of the casinos named in this press
release, (ii) regarding preliminary and projected fourth quarter financial
results, and (iii) relating to future actions, new projects, strategies,
future performance, the outcome of contingencies, 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 ability to satisfy the conditions to the closing with respect to the
    sale of the casinos named in this press release, including receipt of
    required regulatory approvals;
  othe ability of Caesars Growth Partners to raise the financing to acquire
    the casinos named in this press release;
  othe sale of the casinos named in this press release may not be consummated
    on the terms contemplated or at all;
  othe impact of the Company's substantial indebtedness and the restrictions
    in the Company's debt agreements;
  oaccess to available and reasonable financing on a timely basis, including
    the ability of the Company to refinance its indebtedness on acceptable
    terms;
  othe effects of local and national economic, credit, and capital market
    conditions on the economy, in general, and on the gaming industry, in
    particular;
  othe ability to realize the expense reductions from cost savings programs,
    including the program to increase its working capital and excess cash by
    $500 million;
  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;
  othe effects of competition, including locations of competitors and
    operating and market competition;
  othe ability to recoup costs of capital investments through higher
    revenues;
  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;
  osevere weather conditions or natural disasters, including losses
    therefrom, 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.

In addition, the Company's estimates for the quarter ended December 31, 2013
constitute forward-looking statements and are based upon Caesars
Entertainment's preliminary internal estimates and best judgment of its fourth
quarter performance. The estimates for the quarter ended December 31, 2013 may
be subject to adjustments in connection with the company's routine year-end
procedures. The company's actual results for the fourth quarter may differ
materially from its current estimates. The preliminary financial data for the
quarter ended December 31, 2013 included above has been prepared by, and is
the responsibility of, management.

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.

Logo - http://photos.prnewswire.com/prnh/20120607/LA21221LOGO

SOURCE Caesars Entertainment Corporation

Website: http://www.harrahs.com
Contact: Gary Thompson - Media, Caesars Entertainment Corporation, (702)
407-6529, Jennifer Chen - Investors, Caesars Entertainment Corporation, (702)
407-6407
 
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