Debt

Summary of Debt by Financing Structure

(In millions)	Face Value			Book Value			Book Value
	March 31, 2015						December 31, 2014
CEOC	$	—		$	—		$	16,100
CERP	4,787			4,731			4,774
CGP LLC	2,382			2,323			2,326
CEC	8			8			13
Total Debt	7,177			7,062			23,213
Current Portion of Long-Term Debt	(71		)	(71		)	(15,779		)
Long-Term Debt	$	7,106		$	6,991		$	7,434

Current Portion of Long-Term Debt

The current portion of long-term debt is $71 million as of March 31, 2015. For CERP, the current portion of long-term debt is $38 million and is primarily related to required annual principal payments on its senior secured loan, as well as interim principal payments on other unsecured borrowings and capitalized lease obligations. For CGP LLC, the current portion of long-term debt includes a total of $24 million of payments due related to Term Loans, Special Improvement District Bonds, and various capitalized lease obligations.

Debt Discounts or Premiums and Debt Issuance Costs

Debt discounts or premiums and debt issuance costs incurred in connection with the issuance of debt are capitalized and amortized to interest expense based on the related debt agreements primarily using the effective interest method. Unamortized discounts or premiums are written off and included in our gain or loss calculations to the extent we retire debt prior to its original maturity date. Unamortized debt issuance costs are included in deferred charges and other assets in our Consolidated Balance Sheets.

As of March 31, 2015 and December 31, 2014, book values of debt are presented net of unamortized discounts of $0.1 billion and $2.4 billion, respectively.

Fair Value

As of March 31, 2015 and December 31, 2014, our outstanding debt had fair values of $6.6 billion and $17.5 billion, respectively, and carrying values of $7.2 billion and $25.6 billion, respectively. We estimated the fair value of the debt based on borrowing rates available as of March 31, 2015 and December 31, 2014 for debt with similar terms and maturities, and based on market quotes of our publicly traded debt. We classify the fair value of debt within level 1 and level 2 in the fair value hierarchy.

CEOC Debt

As described in Note 4, we deconsolidated CEOC effective January 15, 2015. Therefore, no amounts are reported for CEOC debt as of March 31, 2015.



	Book Value
(In millions)	December 31, 2014
Credit Facilities ⁽¹⁾	$	5,162
Secured Debt	9,996
Subsidiary-Guaranteed Debt	479
Unsecured Senior Debt	463
Other Unsecured Borrowings	77
Total CEOC Debt	16,177
Additional Debt Discount	(77		)
Total CEOC Debt, as consolidated	$	16,100

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⁽¹⁾ Caesars Entertainment guarantees collection of amounts under the CEOC Credit Facilities (see Note 11).

CERP Debt



	Final Maturity	Rate(s)	Face Value			Book Value			Book Value
Detail of Debt (Dollars in millions)	Final Maturity	March 31, 2015							December 31, 2014
Secured Debt
CERP Senior Secured Loan	2020	7.00%	$	2,469		$	2,426		$	2,431
CERP Revolver	2018	various	145			145			180
CERP First Lien Notes	2020	8.00%	1,000			995			994
CERP Second Lien Notes	2021	11.00%	1,150			1,142			1,142
Capitalized Lease Obligations	to 2017	various	11			11			13
Other Unsecured Borrowings
Other	2016	0.00% - 6.00%	12			12			14
Total CERP Debt			4,787			4,731			4,774
Current Portion of CERP Long-Term Debt			(38		)	(38		)	(39		)
CERP Long-Term Debt			$	4,749		$	4,693		$	4,735

CERP Financing

CERP Credit Facilities

As of March 31, 2015, the CERP Credit Facilities provided for an aggregate principal amount of up to $2.8 billion, composed of (i) senior secured term loans in an aggregate principal amount of $2.5 billion (“CERP Term Loans”) and a senior secured revolving credit facility in an aggregate principal amount of up to $270 million. The CERP Term Loans require scheduled quarterly payments of $6 million, with the balance due at maturity.

CERP Notes

As of March 31, 2015, the CERP Notes had an aggregate face value of $2.2 billion. The CERP Notes consist of (i) $1.0 billion aggregate principal amount of 8.0% first-priority senior secured notes due 2020 and (ii) $1.2 billion aggregate principal amount of 11.0% second-priority senior secured notes due 2021.

Registration Statement

In connection with the CERP Financing described above, CERP committed to register the CERP notes originally issued pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Initial CERP Notes”) under a registration statement with the SEC by November 17, 2014. Accordingly, CERP filed an initial registration statement on Form S-4 (the “Registration Statement”) on October 16, 2014, and amendments to such Registration Statement on November 25, 2014, December 24, 2014, and February 9, 2015. The Registration Statement was declared effective on February 10, 2015 (the “Effective Date”).

Since the Effective Date was not within 180 days following the CERP, LLC Merger, the Company incurred additional interest on the Initial CERP Notes of 0.25% annually beginning November 17, 2014, which increased to 0.50% annually from February 17, 2015 until the consummation of the exchange offer on March 18, 2015. Upon the consummation of the exchange offer, the Initial CERP Notes that were exchanged were replaced with new notes (the "Exchange Notes" and, together with the Initial CERP Notes, the "CERP Notes"), whose terms are substantially identical to that of the Initial CERP Notes, except that the Exchange Notes have no transfer restrictions or registration rights.

CERP Restrictive Covenants

The CERP Notes and CERP Credit Facilities include negative covenants, subject to certain exceptions, and contain customary events of default, subject to customary or agreed-upon exceptions, baskets and thresholds (including equity cure provisions in the case of the CERP Credit Facilities).

The CERP Credit Facilities also contain certain customary affirmative covenants and require that CERP maintains a senior secured leverage ratio (“SSLR”) of no more than 8.00 to 1.00, 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”).

CGP LLC Debt



	Final Maturity	Rate(s)	Face Value			Book Value			Book Value
Detail of Debt (Dollars in millions)	Final Maturity	March 31, 2015							December 31, 2014
Secured Debt
CGPH Term Loan ⁽¹⁾	2021	6.25%	$	1,166		$	1,136		$	1,138
CGPH Notes⁽¹⁾	2022	9.38%	675			661			661
Horseshoe Baltimore Credit and FF&E Facilities	2020	8.25% - 8.75%	330			321			321
Cromwell Credit Facility	2019	11.00%	184			180			180
Capital Lease Obligations	to 2016	various	3			3			4
Other	2018	8.00%	5			4			4
Other Unsecured Borrowings
Special Improvement District Bonds	2037	5.30%	14			14			14
Other	2016	various	5			4			4
Total CGP LLC Debt⁽²⁾			2,382			2,323			2,326
Current Portion of CGP LLC Long-Term Debt			(24		)	(24		)	(20		)
CGP LLC Long-Term Debt			$	2,358		$	2,299		$	2,306

____________________


⁽¹⁾	Guaranteed by an indirect subsidiary of Caesars Growth Partners, LLC and certain of its wholly owned subsidiaries.


⁽²⁾	As of March 31, 2015, CIE had $40 million drawn under a revolver arrangement with Caesars Entertainment. Accordingly, such debt is not considered outstanding in the above presentation.

Caesars Growth Properties Holdings Term Loan (“CGPH Term Loan”)

As of March 31, 2015, the CGPH Term Loan had a face value of $1.2 billion. The CGPH Term Loan Credit Agreement provided for a $150 million revolving credit facility (the “Revolving Credit Facility”). As of March 31, 2015, no borrowings were outstanding under the Revolving Credit Facility, and no material amounts were committed to outstanding letters of credit. The CGPH Term Loan bears interest at LIBOR plus 5.25% with a LIBOR floor of 1.00%.

The CGPH Term Loan includes customary negative covenants, subject to certain exceptions, and contains customary affirmative covenants and customary events of default, subject to customary or agreed-upon exceptions, baskets and thresholds (including equity cure provisions).

The CGPH Term Loan also requires that CGPH maintains a SSLR of no more than 6.00 to 1.00, which is the ratio of first lien senior secured net debt to earnings before interest, taxes, depreciation and amortization, adjusted as defined (“CGPH Adjusted EBITDA”).

Caesars Growth Properties Holdings Notes (“CGPH Notes”)

As of March 31, 2015, the CGPH Notes had a face value of $675 million. The CGPH Notes include negative covenants, subject to certain exceptions, and contains affirmative covenants and events of default, subject to exceptions, baskets and thresholds (including equity cure provisions), all of the preceding being customary in nature. The CGPH Notes bear interest at 9.38%.

Registration Rights Agreement. In connection with the issuance of the 2022 Notes, CGPH and its direct subsidiary, Caesars Growth Properties Finance, Inc. (“Finance” and each, an “Issuer” and together, the “CGP LLC Issuers”), each an indirect, wholly owned subsidiary of CGP LLC, are subject to a registration rights agreement that required the CGP LLC Issuers to use its commercially reasonable efforts to prepare, to cause to be filed with the Securities and Exchange Commission, and to become effective on or prior to April 17, 2015, a registration statement with respect to the 2022 Notes, which were originally issued pursuant to Rule 144A of the Securities Act of 1933, as amended.

Accordingly, the CGP LLC Issuers filed an initial registration statement on Form S-4 (the "Registration Statement") on March 30, 2015. As of April 17, 2015, the Registration Statement was not yet declared effective. Because the Issuers failed to meet the targets for the registration and exchange of notes, the CGP LLC Issuers began to incur additional interest on the 2022 Notes of 0.25% annually beginning April 18, 2015. The annual interest rate on the 2022 Notes will increase by an additional 0.25% for each subsequent 90-day period during which the registration default continues, up to a maximum additional interest rate of 1.0% per year. If the registration default is corrected, the interest rate of the 2022 Notes will revert to the original level.

Horseshoe Baltimore Credit and FF&E Facilities

As of March 31, 2015, the Horseshoe Baltimore Credit Facility provided for an aggregate principal amount of up to $310 million, consisting of (i) a $300 million senior secured term facility with a seven-year maturity, which was fully drawn as of March 31, 2015; and (ii) a $10 million senior secured revolving facility with a five-year maturity, which remained undrawn as of March 31, 2015. The borrowings bear interest at LIBOR plus 7.0% with a LIBOR floor of 1.25%.

As of March 31, 2015, the Horseshoe Baltimore FF&E Facility provided for an aggregate principal amount of up to $30 million to be used to finance or reimburse the purchase price and certain related costs of furniture, furnishings and equipment (referred to as “FF&E”) or refinance the purchase price of FF&E purchased with other funds as part of the development of the Horseshoe Baltimore casino. As of March 31, 2015, $30 million was outstanding on the Horseshoe Baltimore FF&E Facility. The Horseshoe Baltimore FF&E Facility bears interest at LIBOR plus 7.5% with a LIBOR floor of 1.25%.

The Horseshoe Baltimore Credit and FF&E Facilities include negative covenants, subject to certain exceptions, and contains affirmative covenants and events of default, subject to exceptions, baskets and thresholds (including equity cure provisions), all of the preceding being customary in nature.

The Horseshoe Baltimore Credit and FF&E Facilities also require that CBAC maintains an SSLR no more than 7.5 to 1.0 for the first three quarters, 6.0 to 1.0 for the next four quarters, and 4.75 to 1.0 for the remainder of the agreement beginning two quarters after the commencement of operations of the Baltimore Development. Commencement of operations is defined to occur once all unconditional waivers of lien are received, which had not occurred as of March 31, 2015.

Management believes that CGP LLC is in compliance with the Baltimore Credit Facility and Baltimore FF&E Facility covenants as of March 31, 2015.

Cromwell Credit Facility

As of March 31, 2015, The Cromwell holds a $184 million senior secured credit facility bearing interest at LIBOR plus 9.75% with a LIBOR floor of 1.25% (the “Cromwell Credit Facility”). The Cromwell Credit Facility contains certain affirmative and negative covenants and requires The Cromwell to maintain, for each of the second and third full fiscal quarters following its opening date, at least $7.5 million in consolidated EBITDA (the “Consolidated Cromwell EBITDA”). In addition, beginning in the second quarter of 2015, and continuing through the first quarter of 2016, the Cromwell Credit Facility also requires The Cromwell to maintain an SSLR of no more than 5.25 to 1.00, which is the ratio of The Cromwell’s first lien senior secured net debt to Consolidated Cromwell EBITDA. The SSLR for the four fiscal quarters from the second quarter of 2016 through the first quarter of 2017 may not exceed 5.00 to 1.00. The SSLR beginning in the second quarter of 2017 and for each fiscal quarter thereafter, may not exceed 4.75 to 1.00.

During the quarters ended December 31, 2014, and March 31, 2015, the Consolidated Cromwell EBITDA covenant was not met. We cured this by making an immaterial cash cure payment on March 31, 2015, which is within the permitted cure period for the quarter ended December 31, 2014. We intend to make the cash cure payment for failing to meet the covenant for the three months ended March 31, 2015, during the second quarter of 2015. The Cromwell Credit Facility allows this right to cure provided that (i) in each eight-fiscal-quarter period there shall be no more than five fiscal quarters in which the cure right is exercised and (ii) the cure right may not be exercised in any fiscal quarter that immediately follows two consecutive fiscal quarters in which it was exercised.