Debt

The following table presents our outstanding debt from a consolidated viewpoint. Accordingly, debt owed between consolidated entities is not considered outstanding, and therefore, is not presented in the table below. See footnotes 4 and 7 to this table for greater detail.



Detail of Debt (Dollars in millions)	Final Maturity	Rate(s)	Face Value		Book Value		Book Value
		March 31, 2014					December 31, 2013
CEOC Debt
Credit Facilities ⁽¹⁾
Term Loans B1 - B3	2015	3.23% - 3.24%	$	29.0	$	29.0	$	29.0
Term Loan B4	2016	9.50%	957.3		946.3		948.1
Term Loan B5	2018	4.49%	991.9		989.5		989.3
Term Loan B6 ⁽⁵⁾	2018	5.49%	2,431.9		2,401.7		2,399.9
Secured Debt
Senior Secured Notes ⁽¹⁾	2017	11.25%	2,095.0		2,068.0		2,066.4
Senior Secured Notes ⁽¹⁾	2020	8.50%	1,250.0		1,250.0		1,250.0
Senior Secured Notes ⁽¹⁾	2020	9.00%	3,000.0		2,955.9		2,954.5
Second-Priority Senior Secured Notes ⁽¹⁾	2018	12.75%	750.0		744.2		743.9
Second-Priority Senior Secured Notes ⁽¹⁾	2018	10.00%	4,528.1		2,484.6		2,433.2
Second-Priority Senior Secured Notes ⁽¹⁾	2015	10.00%	214.8		191.1		187.7
Chester Downs Senior Secured Notes	2020	9.25%	330.0		330.0		330.0
Bill's Gamblin' Hall & Saloon ("Bill's") Credit Facility ⁽⁶⁾	2019	11.00%	185.0		179.9		179.8
Capitalized Lease Obligations	to 2017	various	22.2		22.2		16.7
Subsidiary-Guaranteed Debt ⁽²⁾
Senior Notes	2016	10.75%	478.6		478.6		478.6
Senior PIK Toggle Notes	2018	10.75%/11.50%	11.5		11.5		10.9
Unsecured Senior Debt ⁽¹⁾
5.625%	2015	5.625%	364.4		334.2		328.3
6.5%	2016	6.50%	248.7		215.8		212.6
5.75%	2017	5.75%	147.9		116.7		115.0
Floating Rate Contingent Convertible Senior Notes	2024	0.25%	0.2		0.2		0.2
Other Unsecured Borrowings
Special Improvement District Bonds	2037	5.30%	62.9		62.9		62.9
Other	2016	0.00% - 6.00%	43.4		43.4		45.9
Total CEOC Debt ⁽⁴⁾			18,142.8		15,855.7		15,782.9

CERP Debt
Secured Debt
CERP Senior Secured Loan ⁽³⁾	2020	7.00%	2,493.8		2,445.0		2,449.7
CERP First Lien Notes ⁽³⁾	2020	8.00%	1,000.0		993.9		993.7
CERP Second Lien Notes ⁽³⁾	2021	11.00%	1,150.0		1,141.0		1,140.8
Capitalized Lease Obligations	to 2017	various	13.7		13.7		5.4
Other Unsecured Borrowings
Other	2016	0.00% - 6.00%	20.0		20.0		21.3
Total CERP Debt			4,677.5		4,613.6		4,610.9



CGP LLC Debt ⁽⁷⁾
Secured Debt
PHW Las Vegas Senior Secured Loan	2015	3.01%	485.1			454.1			456.1
Baltimore Credit Facility	2020	8.25%	225.0			214.8			214.5
Capitalized Lease Obligations	to 2017	various	0.1			0.1			0.1
Other Unsecured Borrowing
Other	2014 - 2018	various	51.1			51.1			51.0
Total CGP LLC Debt			761.3			720.1			721.7

Caesars Entertainment Other Unsecured Borrowing	2014	2.99%	2.1			2.1			—

Total Debt			23,583.7			21,191.5			21,115.5
Current Portion of Long-Term Debt			(197.2		)	(197.2		)	(197.1		)
Long-Term Debt			$	23,386.5		$	20,994.3		$	20,918.4

___________________


⁽¹⁾	Guaranteed by Caesars Entertainment.


⁽²⁾	Guaranteed by Caesars Entertainment and certain wholly owned subsidiaries of CEOC.


⁽³⁾	Guaranteed by Caesars Entertainment Resort Properties and its subsidiaries.


⁽⁴⁾	$1,146.8 million face value of debt issued by CEOC is held by other consolidated entities, substantially all of which is held by CGP LLC. Accordingly, such debt is not considered outstanding in the above presentation.


⁽⁵⁾	The Term B-6 Loans have a springing maturity to April 14, 2017 if more than $250.0 million of CEOC's 11.25% senior secured notes due 2017 remain outstanding on April 14, 2017.


⁽⁶⁾	During the three months ended March 31, 2014, the Company announced the agreement to sell the property to CGP LLC. As part of this transaction, CGP LLC will assume this debt. See Note 5, "Property Transaction with CGP LLC and Related Financing".


⁽⁷⁾	As of March 31, 2014 and December 31, 2013, under the CGP LLC structure, CIE has $39.8 million drawn under a revolver arrangement with Caesars Entertainment. Accordingly, such debt is eliminated in consolidation.

As of March 31, 2014 and December 31, 2013, book values of debt are presented net of unamortized discounts of $2,392.2 million and $2,473.8 million, respectively.

As of March 31, 2014, the Company’s outstanding debt had a fair value of $19,840.7 million and had a carrying value of $21,191.5 million. The fair value of the debt has been calculated based on the borrowing rates available as of March 31, 2014, for debt with similar terms and maturities, and based on market quotes of our publicly traded debt. The fair value of our debt is classified within level 1 and level 2 in the fair value hierarchy.

Current Portion of Long-Term Debt

The current portion of long-term debt as of March 31, 2014 primarily includes $29.0 million of CEOC senior secured term loans maturing on January 28, 2015, $18.6 million of CEOC required interim principal payments on senior secured term loans, $43.5 million of CEOC 10.0% second-priority senior secured notes due 2018, $31.6 million of CEOC 10.0% second-priority senior secured notes due 2015, and $25.0 million of CERP senior secured loan. The current portion of long-term debt also includes required interim principal payments on the special improvement district bonds, other unsecured borrowings and capitalized lease obligations.

The current portion of long-term debt as of December 31, 2013 included required principal payments of $43.5 million of CEOC 10.0% second-priority senior secured notes due 2018, $31.6 million of CEOC 10.0% second-priority senior secured notes due 2015, $25.0 million of CERP senior secured loan, and CIE non-interest bearing convertible promissory notes totaling $47.7 million, under the CGP LLC structure.

CEOC Debt

CEOC Credit Facilities Activity

As of March 31, 2014, CEOC's Credit Facilities provide for senior secured financing of up to $4,516.2 million, consisting of (i) senior secured term loan facilities in an aggregate principal amount of $4,410.1 million and (ii) a senior secured revolving credit facility in an aggregate principal amount of up to $106.1 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 currently require scheduled quarterly payments of $2.5 million, with the balance due at maturity. As of March 31, 2014, the senior secured term loans are comprised of $29.0 million maturing on January 28, 2015, $957.3 million maturing on October 31, 2016, and $3,423.8 million maturing on January 28, 2018. As of March 31, 2014, $96.3 million of the revolving credit facility is committed to outstanding letters of credit. After consideration of the letter of credit commitments, $9.8 million of additional borrowing capacity was available to the Company under its revolving credit facility as of March 31, 2014.

CEOC Notes Activity

Our Senior Secured Notes, including the Second-Priority Senior Secured Notes, and our unsecured debt, which is fixed-rate debt, have semi-annual interest payments.

Restrictive Covenants and Other Matters

Under CEOC's Credit Facilities, we are required to satisfy and maintain specified 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 CEOC Credit Facilities require CEOC to maintain an SSLR of no more than 4.75 to 1.0, which is the ratio of CEOC's senior first priority secured debt to last twelve months ("LTM") Adjusted EBITDA - Pro Forma - CEOC Restricted. This ratio excludes up to $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. This ratio also reduces the amount of senior first priority secured debt by the amount of unrestricted CEOC cash on hand which was $2,937.3 million as of March 31, 2014, after giving effect to the transaction described in Note 5, "Property Transaction with CGP LLC and Related Financing". We recently announced tender offers for our 2015 debt maturities and certain anticipated bank transactions, that, if completed would allow us to refinance all of our existing indebtedness that matures in 2015. See Note 19, "Subsequent Events - Announced Tender Offers" and "Subsequent Events - Bank Transactions," for more information on the impact recent events may have on debt covenants, liquidity and debt maturities.

As described more fully in Note 5, "Property Transaction with CGP LLC and Related Financing", we announced in the first quarter of 2014 that CGP LLC will acquire certain assets from CEOC for $2,000.0 million in cash, minus assumed debt and closing adjustments. The net cash proceeds impact the calculation of the senior secured leverage ratio ("SSLR") covenant on a pro forma basis in the quarter ended March 31, 2014 (see Note 19, "Subsequent Events - Amendment to Transaction Agreement") as the SSLR calculations give effect to the cash to be received and the reduction to LTM Adjusted EBITDA - Pro Forma - CEOC Restricted for the properties sold. In addition, the SSLR calculation going forward will be impacted to the extent the proceeds reduce first lien debt or increase CEOC cash. After giving effect to both the first and second closing of this transaction, as of March 31, 2014, CEOC's SSLR was 3.73 to 1.0. The first closing was completed on May 5, 2014 and included proceeds to CEOC of $1,340.0 million, minus assumed debt and other closing adjustments, for the sale of the Nevada Properties (as defined herein).

The CEOC Credit Facilities require compliance on a quarterly basis with a maximum net senior secured first lien debt leverage test. In addition, the CEOC Credit Facilities include negative covenants, subject to certain exceptions, restricting or limiting CEOC’s ability and the ability of its restricted subsidiaries to, among other things: (i) incur additional debt; (ii) create liens on certain assets; (iii) enter into sale and lease-back transactions; (iv) make certain investments, loans, and advances; (v) consolidate, merge, sell, or otherwise dispose of all or any part of its assets or to purchase, lease, or otherwise acquire all or any substantial part of assets of any other person; (vi) pay dividends or make distributions or make other restricted payments; (vii) enter into certain transactions with its affiliates; (viii) engage in any business other than the business activity conducted at the closing date of the loan or business activities incidental or related thereto; (ix) amend or modify the articles or certificate of incorporation, by-laws, and certain agreements or make certain payments or modifications of indebtedness; and (x) designate or permit the designation of any indebtedness as "Designated Senior Debt."

While we were in compliance with the terms and conditions of all of our loan agreements, including CEOC’s Credit Facilities and indentures, as of March 31, 2014, in order to comply with the quarterly SSLR covenant under the CEOC Credit Facility in the future, we will need to achieve a certain amount of LTM Adjusted EBITDA - Pro-Forma - CEOC Restricted and/or reduced levels of total senior secured net debt (total senior secured debt less unrestricted cash). The factors that could impact the foregoing include (a) changes in gaming trips, spend per trip and hotel metrics, which we believe are correlated to consumer spending and confidence generally and spending by consumers for gaming and other entertainment activities, (b) our ability to effect cost savings initiatives, (c) asset sales, (d) issuing additional secured or unsecured debt, or project financing, (e) reducing net debt through open market purchases, privately negotiated transactions, redemptions, tender offers or exchanges, (f) equity issuances, (g) reductions in capital expenditures spending, or (h) a combination thereof.

Caesars Entertainment is not bound by any financial or negative covenants contained in CEOC’s credit agreement, other than with respect to the incurrence of liens on and the pledge of its stock of CEOC.

CERP Debt

CERP Financing

On October 11, 2013, we formed CERP from the prior CMBS financing structure assets plus the addition of the LINQ and Octavius Tower at Caesars Palace ("Octavius Tower") acquired from CEOC, and (i) completed the offering of $1,000.0 million aggregate principal amount of their 8.0% first-priority senior secured notes due 2020 and $1,150.0 million aggregate principal amount of their 11.0% second-priority senior secured notes due 2021 (together with the 8.0% first-priority senior secured notes due 2020, the "CERP Notes") and (ii) entered into a first lien credit agreement governing their new $2,769.5 million senior secured credit facilities, consisting of senior secured term loans in an aggregate principal amount of $2,500.0 million (the "CERP Term Loans") and a senior secured revolving credit facility in an aggregate principal amount of up to $269.5 million. We refer to this new borrowing structure as CERP and the refinancing transaction as "CERP Financing". The CERP Term Loans require scheduled quarterly payments of $6.3 million, with the balance due at maturity.

CERP Restrictive Covenants

The CERP Notes includes negative covenants, subject to certain exceptions, restricting or limiting the ability of CERP and operating companies under the CERP Financing to, among other things: (i) incur additional debt or issue certain preferred shares; (ii) pay dividends on or make distributions in respect of their capital stock or make other restricted payments; (iii) make certain investments; (iv) sell certain assets; (v) create liens on certain assets to secure debt; (vi) consolidate, merge, sell, or otherwise dispose of all or substantially all of their assets; (vii) enter into certain transactions with their affiliates; and (viii) designate their subsidiaries as unrestricted subsidiaries.

The CERP Term Loans contain certain customary affirmative covenants. In addition to such affirmative covenants, the agreement also contains negative covenants, subject to certain exceptions, that restrict or limit the ability of CERP to, among other things: (i) incur additional debt; (ii) create liens on certain assets; (iii) enter into certain sale and leaseback transactions; (iv) make certain investments; (v) consolidate, merge, sell, or otherwise dispose of all or substantially all of their assets; (vi) pay dividends on or make distributions in respect of their capital stock or make other restricted payments; and (vii) enter into certain transactions with affiliates. This agreement requires CERP to maintain a senior secured leverage ratio of no more than 8.0 to 1.0, which is the ratio of first lien senior secured net debt to earnings before interest, taxes, depreciation and amortization, adjusted as defined ("CERP Adjusted EBITDA"), for a test period. As of March 31, 2014, CERP's SSLR was 5.44 to 1.0.

CGP LLC Debt

PHW Las Vegas, LLC Senior Secured Loan

All amounts then outstanding under the senior secured term loan of PHWLV, LLC are expected to be repaid in full as part of the transaction described in Note 5, "Property Transaction with CGP LLC and Related Financing."

CIE Convertible Notes

During 2012, CIE issued to Rock Gaming two non-interest bearing convertible promissory notes totaling $47.7 million. The promissory notes are convertible into approximately 8,913 shares of CIE common stock. The notes are due June 2014.