Debt

Summary of Debt by Financing Structure

	September 30, 2015						December 31, 2014
(In millions)	Face Value			Book Value			Book Value
CEOC	$	—		$	—		$	15,930
CERP	4,704			4,634			4,754
CGP	2,411			2,343			2,312
CEC	—			—			13
Total Debt	7,115			6,977			23,009
Current Portion of Long-Term Debt	(189		)	(189		)	(15,779		)
Long-Term Debt	$	6,926		$	6,788		$	7,230

Current Portion of Long-Term Debt

The current portion of long-term debt is $189 million as of September 30, 2015. For CERP, the current portion of long-term debt is $119 million, which includes the $81 million outstanding under CERP’s revolving credit facility as well as principal payments on its senior secured loan, other unsecured borrowings, and capitalized lease obligations. For CGP, the current portion of long-term debt is $70 million, which includes the $45 million outstanding under the CGPH revolving credit facility as well as principal payments on term loans, special improvement district bonds, and various capitalized lease obligations.

Borrowings under the revolving credit facilities are each subject to separate note agreements executed based on the provisions of the applicable credit facility agreements, and each note has a contractual maturity of less than one year. The applicable credit facility agreements each have a contractual maturity of greater than one year, and we have the ability to rollover the outstanding principal balances on a long-term basis; however, we currently intend to repay the principal balances within the following 12 months. Amounts borrowed under the revolving credit facilities are intended to satisfy short term liquidity needs and are classified as current.

Debt Discounts and Deferred Finance Charges

Debt discounts and deferred finance charges 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 are written off and included in our gain or loss calculations to the extent we retire debt prior to its original maturity date. Effective for our quarter ended June 30, 2015, we adopted authoritative guidance amending the existing requirements for the presentation of deferred finance charges. The amendments to the guidance require that deferred finance charges related to a recognized debt liability be presented in the balance sheet as a direct deduction from that debt liability, consistent with the presentation of a debt discount. As of December 31, 2014, we have reclassified $204 million of unamortized deferred finance charges from deferred charges and other assets to long-term debt on our Consolidated Balance Sheets.

As of September 30, 2015 and December 31, 2014, book values of debt are presented net of total unamortized discounts of $107 million and $2.4 billion, respectively, and total unamortized deferred finance charges of $31 million and $204 million, respectively.

Fair Value

As of September 30, 2015 and December 31, 2014, our outstanding debt had fair values of $6.5 billion and $17.5 billion, respectively, and face values of $7.1 billion and $25.6 billion, respectively. We estimated the fair value of debt based on borrowing rates available as of September 30, 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 September 30, 2015.



	December 31, 2014
(In millions)	Book Value
Secured Debt	$	9,884
Credit Facilities ⁽¹⁾	5,106
Subsidiary-Guaranteed Debt	477
Unsecured Senior Debt	463
Other Unsecured Borrowings	77
Total CEOC Debt	16,007
Additional Debt Discount	(77		)
Total CEOC Debt, as consolidated	$	15,930

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⁽¹⁾ CEC guarantees collection of amounts under the CEOC Credit Facilities (see Note 1)

CERP Debt



	September 30, 2015								December 31, 2014
Detail of Debt (Dollars in millions)	Final Maturity	Rate(s)	Face Value			Book Value			Book Value
Secured Debt
CERP Term Loan	2020	7.00%	$	2,456		$	2,407		$	2,420
CERP Revolving Credit Facility	2018	various	81			81			180
CERP First Lien Notes	2020	8.00%	1,000			991			990
CERP Second Lien Notes	2021	11.00%	1,150			1,138			1,137
Capitalized Lease Obligations and other	to 2017	various	17			17			27
Total CERP Debt			4,704			4,634			4,754
Current Portion of CERP Long-Term Debt			(119		)	(119		)	(39		)
CERP Long-Term Debt			$	4,585		$	4,515		$	4,715

CERP Financing

CERP Credit Facilities

As of September 30, 2015, the CERP Credit Facilities provided for an aggregate principal amount of up to $2.7 billion, composed of (i) senior secured term loans in an aggregate principal amount of $2.5 billion (the “CERP Term Loans”) and (ii) 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. As of September 30, 2015, $81 million of borrowings were outstanding under the CERP revolving credit facility, and no amounts were committed to outstanding letters of credit.

CERP Notes

As of September 30, 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 (the “CERP First Lien Notes”) and (ii) $1.2 billion aggregate principal amount of 11.0% second-priority senior secured notes due 2021 (the “CERP Second Lien Notes”).

CERP pledged a significant portion of its assets as collateral under the CERP Credit Facilities and the CERP Notes.

Registration Statement

In connection with the original financing of CERP, CERP committed to register the CERP Notes originally issued pursuant to Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”), under a registration statement with the SEC by November 17, 2014. Accordingly, CERP registered the CERP Notes pursuant to a registration statement on Form S-4, which was declared effective on February 10, 2015.

The terms of the registered CERP Notes are substantially identical to those of the originally-issued CERP Notes, except that the registered CERP Notes no longer have transfer restrictions or registration rights. The CERP Notes are co-issued, as well as fully and unconditionally guaranteed, jointly and severally, by CERP and each of its subsidiaries on a senior secured basis. CERP is a holding company that owns no operating assets and has no significant operations independent of its subsidiaries.

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”). CERP is in compliance with the CERP Credit Facilities covenant as of September 30, 2015.

CGP Debt



	September 30, 2015								December 31, 2014
Detail of Debt (Dollars in millions)	Final Maturity	Rate(s)	Face Value			Book Value			Book Value
Secured Debt
CGPH Term Loan ⁽¹⁾	2021	6.25%	$	1,160		$	1,127		$	1,133
CGPH Revolving Credit Facility	2019	various	45			45			—
CGPH Notes⁽¹⁾	2022	9.38%	675			660			659
Horseshoe Baltimore Credit and FF&E Facilities	2019 to 2020	8.25% - 8.75%	329			316			316
Cromwell Credit Facility	2019	11.00%	178			172			178
Other Secured Debt	2018	8.00%	5			4			4
Special Improvement District Bonds	2037	5.30%	14			14			14
Capital Lease Obligations and other	2015 to 2017	various	5			5			8
Total CGP Debt⁽²⁾			2,411			2,343			2,312
Current Portion of CGP Long-Term Debt			(70		)	(70		)	(20		)
CGP Long-Term Debt			$	2,341		$	2,273		$	2,292

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


⁽²⁾	As of September 30, 2015, CIE had $20 million drawn under a revolver arrangement with Caesars Entertainment. Accordingly, such debt is not considered outstanding in the above presentation. This balance was subsequently paid in October 2015.

CGPH Credit Facilities

As of September 30, 2015, the CGPH Credit Facilities provided for an aggregate principal amount of up to $1.3 billion, composed of (i) senior secured term loans in an aggregate principal amount of the with a face value of $1.2 billion (“CGPH Term Loans”) and (ii) a senior secured revolving credit facility in aggregate principal of up to $150 million. As of September 30, 2015, $45 million of borrowings were outstanding under the CGPH revolving credit facility, and no material amounts were committed to outstanding letters of credit.

The CGPH Term Loan is guaranteed by the direct parent of CGPH and certain subsidiaries of CGPH, and is secured by the direct parent’s equity interest in CGPH and substantially all of the existing and future assets of CGPH and the subsidiary guarantors.

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 an 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”). CGP is in compliance with the CGPH Term Loan covenants as of September 30, 2015.

CGPH Notes

As of September 30, 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 are secured by substantially all of the existing and future property and assets of CGPH and the subsidiary guarantors (subject to exceptions).

Registration Rights Agreement. In connection with the issuance of the CGPH Notes, CGPH committed to register the CGPH Notes by April 17, 2015, which were originally issued pursuant to Rule 144A and Regulation S of the Securities Act. Accordingly, CGPH registered the notes pursuant to a registration statement on Form S-4, which was declared effective on June 26, 2015.

The terms of the registered CGPH Notes are substantially identical to those of the originally-issued CGPH Notes, except that the registered CGPH Notes have no transfer restrictions or registration rights. The CGPH Notes are guaranteed by CGPH and certain subsidiaries (subject to exceptions). In addition, CGPH is a holding company that owns no operating assets and has no significant operations independent of its subsidiaries.

Horseshoe Baltimore Credit and FF&E Facilities

As of September 30, 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; and (ii) a $10 million senior secured revolving facility with a five-year maturity. The Horseshoe Baltimore Credit Facility is secured by substantially all material assets of CBAC Borrower, LLC and its wholly-owned domestic subsidiaries.

As of September 30, 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 September 30, 2015, $29 million was outstanding on the Horseshoe Baltimore FF&E Facility.

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 four quarters beginning in the first quarter of 2016, 6.0 to 1.0 for the next four quarters, and 4.75 to 1.0 for the remainder of the agreement.

Management believes that CGP is in compliance with the Horseshoe Baltimore Credit Facility and Horseshoe Baltimore FF&E Facility covenants as of September 30, 2015.

Cromwell Credit Facility

As of September 30, 2015, The Cromwell holds a $178 million senior secured credit facility (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 “Cromwell EBITDA”). In addition, beginning in the second quarter of 2015, and continuing through the first quarter of 2016, the Cromwell SSLR may not exceed 5.25 to 1.00, defined as the ratio of The Cromwell’s first lien senior secured net debt to Cromwell EBITDA. The Cromwell 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 Cromwell SSLR beginning in the second quarter of 2017 and for each fiscal quarter thereafter, may not exceed 4.75 to 1.00.

The Cromwell Credit Facility allows the right to cure noncompliance with the covenant by making a cash cure payment, subject to certain limitations. CGP is in compliance with the Cromwell Credit Facility covenants as of September 30, 2015.