Debt

The following table presents our outstanding debt as of March 31, 2013 and December 31, 2012:



Detail of Debt (Dollars in millions)	Final Maturity		Rate(s) at March 31, 2013	Face Value at March 31, 2013			Book Value at March 31, 2013			Book Value at Dec. 31, 2012
Credit Facilities ^(a)
Term Loans B1 - B3	2015		3.20% - 3.28%	$	29.1		$	29.1		$	1,025.8
Term Loan B4	2016		9.50%	967.5			952.9			954.5
Term Loan B5	2018		4.45%	991.9			988.8			1,218.8
Term Loan B6	2018		5.45%	2,431.9			2,394.9			2,812.6
Revolving Credit Facility	2014		—	—			—			—
Revolving Credit Facility	2017		—	—			—			—
Secured Debt
Senior Secured Notes ^(a)	2017		11.25%	2,095.0			2,061.6			2,060.2
Senior Secured Notes ^(a)	2020		8.50%	1,250.0			1,250.0			1,250.0
Senior Secured Notes ^(a)	2020		9.00%	3,000.0			2,950.7			1,486.9
CMBS Financing	2015	^(c)	3.70%	4,664.1			4,638.5			4,660.5
Second-Priority Senior Secured Notes ^(a)	2018		12.75%	750.0			743.2			742.9
Second-Priority Senior Secured Notes ^(a)	2018		10.00%	4,553.1			2,298.6			2,260.2
Second-Priority Senior Secured Notes ^(a)	2015		10.00%	214.8			176.4			173.7
Chester Downs Senior Secured Notes	2020		9.25%	330.0			330.0			330.0
PHW Las Vegas Senior Secured Loan	2015	^(d)	3.06%	514.6			455.3			438.2
Linq/Octavius Senior Secured Loan	2017		9.25%	450.0			446.7			446.5
Bill's Gamblin' Hall & Saloon Credit Facility	2019		11.00%	185.0			181.4			181.4
Subsidiary-Guaranteed Debt ^(b)
Senior Notes	2016		10.75%	478.6			478.6			478.6
Senior PIK Toggle Notes	2018		10.75%-11.5%	10.3			10.3			9.7
Unsecured Senior Debt ^(a)
5.375%	2013		5.375%	125.2			118.8			116.6
7.0%	2013		7.00%	0.6			0.6			0.6
5.625%	2015		5.625%	364.5			311.8			306.7
6.5%	2016		6.50%	248.7			203.6			200.9
5.75%	2017		5.75%	147.9			110.2			108.7
Floating Rate Contingent Convertible Senior Notes	2024		0.57%	0.2			0.2			0.2
Other Unsecured Borrowings
Special Improvement District Bonds	2037		5.30%	64.3			64.3			64.3
Other	2014		—	47.7			47.7			47.7
Capitalized Lease Obligations	to 2017		3.57% - 11.0%	32.9			32.9			35.9
Total Debt				23,947.9			21,277.1			21,412.1
Current Portion of Long-Term Debt				(153.0		)	(143.0		)	(879.9		)
Long-Term Debt				$	23,794.9		$	21,134.1		$	20,532.2

___________________


^(a)	Guaranteed by Caesars Entertainment.


^(b)	Guaranteed by Caesars Entertainment and certain wholly-owned subsidiaries of CEOC


^(c)	Based on our ability and intent, assumes the exercise of extension options to move the maturity from 2014 to 2015, subject to certain conditions.


^(d)	Based on our ability and intent, assumes the exercise of extension options to move the maturity from 2013 to 2015, subject to certain conditions.

As of March 31, 2013 and December 31, 2012, book values are presented net of unamortized discounts of $2,670.8 million and $2,691.0 million, respectively.

Current Portion of Long-Term Debt

Our current maturities of long-term debt include required interim principal payments on certain term loans under the senior secured credit facilities, the special improvement district bonds and capitalized lease obligations. The current portion of long-term debt also includes $125.2 million and $0.6 million of 5.375% unsecured senior debt and 7.0% unsecured senior debt, respectively. Our current maturities exclude the PHW Las Vegas senior secured loan due in December 2013 and the CMBS financing due in February 2014 based upon the assumed exercise of our option to extend the maturity to 2015.

The current portion of long-term debt at December 31, 2012 includes $750.0 million of 9.0% notes issued in December 2012 pending satisfaction of certain escrow conditions. On February 20, 2013, the escrow conditions were satisfied and the debt obligation was re-classified to long-term.

CEOC Credit Facilities

In connection with the Acquisition, CEOC entered into the senior secured credit facilities (the “Credit Facilities”). This financing is neither secured nor guaranteed by Caesars Entertainment’s other direct, wholly-owned subsidiaries, including the subsidiaries that own properties that are security for the CMBS Financing, as defined in our 2012 10-K.

In January and February 2013, CEOC converted $133.9 million aggregate principal amount of original maturity revolver commitments held by consenting lenders to Term B-6 Loans and terminated $133.9 million principal amount of revolving commitments of extending lenders.

In connection with the February 2013 notes offering described in the CEOC Bond Offerings section below, CEOC received the requisite lenders’ consent and entered into a bank amendment to its Credit Facilities to, among other things: (i) use the net cash proceeds of the February 2013 notes offering to repay a portion of CEOC’s existing term loans as described in the CEOC Bond Offerings section below; (ii) obtain up to $75.0 million of extended revolving facility commitments with a maturity of January 28, 2017, (iii) increase the accordion capacity under the Credit Facilities by an additional $650.0 million (which may be used to, among other things, establish extended revolving facility commitments under the Credit Facilities); (iv) modify the calculation of the senior secured leverage ratio for purposes of the maintenance test under the Credit Facilities to exclude the notes issued in February 2013; and (v) modify certain other provisions of the Credit Facilities.

As of March 31, 2013, our Credit Facilities provide for senior secured financing of up to $4,560.9 million, consisting of (i) senior secured term loans in an aggregate principal amount of $4,420.4 million, comprised of $29.1 million maturing on January 28, 2015, $967.5 million maturing on October 31, 2016, and $3,423.8 million maturing on January 28, 2018, and (ii) a senior secured revolving credit facility in an aggregate principal amount of up to $140.5 million, with $109.4 million maturing January 28, 2014 and $31.1 million maturing on January 28, 2017, including both a letter of credit sub-facility and a swingline loan sub-facility. The term loans under the Credit Facilities require scheduled quarterly payments of $2.5 million, with the balance due at maturity. As of March 31, 2013, $86.8 million of the revolving credit facility is committed to outstanding letters of credit. After consideration of the letter of credit commitments, $53.7 million of additional borrowing capacity was available to the Company under its revolving credit facility as of March 31, 2013.

CEOC Bond Offerings

In December 2012, CEOC completed the offering of $750.0 million aggregate principal amount of 9.0% senior secured notes due 2020. On February 20, 2013, when the proceeds were released from escrow, CEOC used $350.0 million of the proceeds to repay a portion of the existing term loans under the Credit Facilities at par.

In February 2013, CEOC completed the offering of $1,500.0 million aggregate principal amount of 9.0% senior secured notes due 2020. On March 27, 2013, when the proceeds were released from escrow, CEOC used $1,433.3 million of the proceeds to repay a portion of the existing term loans under the Credit Facilities at par.

As a result of these repayments, CEOC recognized a loss on early extinguishment of debt of $29.4 million.

CMBS Financing

In February 2013, we paid an extension fee of $23.3 million and exercised the option to extend the maturity of the CMBS Financing to 2014. The loan contains an additional extension option to extend its maturity from 2014 to 2015, subject to certain conditions. As part of the extension, we entered into a new interest rate cap agreement as further described in Note 8, "Derivative Instruments."

Restrictive Covenants and Other Matters

Certain of our borrowings have covenants and requirements that include, among other things, the maintenance of specific levels of financial ratios. Failure to comply with these covenants can result in limiting our long-term growth prospects by hindering our ability to incur future indebtedness or grow through acquisitions, or cause an event of default. Specifically, the Credit Facilities require CEOC to maintain a senior secured leverage ratio of no more than 4.75 to 1.0, which is the ratio of senior first priority secured debt to last twelve months ("LTM") Adjusted EBITDA - Pro Forma - CEOC Restricted. After giving effect to the February 2013 bank amendment to the Credit Facilities discussed above, this ratio excludes $3,700.0 million of first priority senior secured notes and up to $350.0 million aggregate principal amount of consolidated debt of subsidiaries that are not wholly owned. For purposes of calculating the senior secured leverage ratio, the amount of senior first priority secured debt is reduced by the amount of unrestricted cash on hand. As of March 31, 2013, CEOC's senior secured leverage ratio was 3.82 to 1.0.

In addition, certain covenants contained in CEOC's senior secured credit facilities and indentures covering its first priority senior secured notes and second priority senior secured notes restrict our ability to take certain actions such as incurring additional debt or making acquisitions if we are unable to meet a fixed charge coverage ratio (LTM Adjusted EBITDA-Pro Forma - CEOC Restricted to fixed charges) of at least 2.0 to 1.0, a total first priority secured leverage ratio (first priority senior secured debt to LTM Adjusted EBITDA-Pro Forma - CEOC Restricted) of no more than 4.5 to 1.0, and/or a consolidated leverage ratio (consolidated total debt to LTM Adjusted EBITDA-Pro Forma - CEOC Restricted) of no more than 7.25 to 1.0. As of March 31, 2013, CEOC's total first priority secured leverage ratio and consolidated leverage ratio were 6.69 to 1.0 and 12.95 to 1.0, respectively. For the twelve months ended March 31, 2013, CEOC's LTM Adjusted EBITDA-Pro Forma - CEOC Restricted was insufficient to cover fixed charges by $504.6 million. For purposes of calculating the fixed charge coverage ratio, fixed charges includes consolidated interest expense less interest income and any cash dividends paid on preferred stock (other than amounts eliminated in consolidation). For purposes of calculating the total first priority secured leverage ratio and the consolidated leverage ratio, the amounts of first priority senior secured debt and consolidated total debt, respectively, are reduced by the amount of unrestricted cash on hand. The covenants that provide for the fixed charge coverage ratio, total first priority secured leverage ratio, and consolidated leverage ratio described in this paragraph are not maintenance covenants.