Debt



	March 31, 2017						December 31, 2016
(In millions)	Face Value			Book Value			Book Value
CERP	$	4,570		$	4,517		$	4,563
CGP	2,324			2,272			2,275
Total debt	6,894			6,789			6,838
Current portion of long-term debt	(46		)	(46		)	(89		)
Long-term debt	$	6,848		$	6,743		$	6,749

Unamortized discounts and deferred finance charges				$	105		$	110
Fair value	$	7,132

Current Portion of Long-Term Debt

CERP’s current portion of long-term debt is $26 million, which includes scheduled principal payments on its senior secured loan, other unsecured borrowings, and capitalized lease obligations. CGP’s current portion of long-term debt is $20 million, which includes scheduled principal payments on term loans, special improvement district bonds, and various capital lease obligations.

Although there are no outstanding amounts under the revolving credit facilities for CERP or CGPH as of March 31, 2017, borrowings under these 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. Amounts borrowed under the revolving credit facilities are intended to satisfy short term liquidity needs and are classified as current.

Fair Value

We calculate the fair value of debt based on borrowing rates available as of March 31, 2017, 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.

Estimated Debt Service Payments ⁽¹⁾

(In millions)	Remaining 2017		2018		2019		2020		2021		Thereafter		Total
Long-Term Debt Principal
CERP	$	20	$	25	$	25	$	3,350	$	1,150	$	—	$	4,570
CGP ⁽²⁾	16		25		197		300		1,099		687		2,324
Total principal	36		50		222		3,650		2,249		687		6,894

Estimated Interest
CERP	340		390		400		360		130		—		1,620
CGP ⁽²⁾	150		190		190		160		90		40		820
Total interest	490		580		590		520		220		40		2,440

Principal and Interest
CERP	360		415		425		3,710		1,280		—		6,190
CGP ⁽²⁾	166		215		387		460		1,189		727		3,144
Total principal and interest	$	526	$	630	$	812	$	4,170	$	2,469	$	727	$	9,334

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⁽¹⁾	Debt principal payments are estimated amounts based on maturity dates and potential borrowings under our revolving credit facility. Interest payments are estimated based on the forward-looking LIBOR curve. Actual payments may differ from these estimates.


⁽²⁾	See Note 17 for additional information about CGP’s debt.

CERP Debt



	March 31, 2017								December 31, 2016
(Dollars in millions)	Final Maturity	Rate(s) ⁽¹⁾	Face Value			Book Value			Book Value
CERP Credit Facility
CERP Revolving Credit Facility⁽²⁾	2018	variable	$	—		$	—		$	40
CERP Senior Secured Term Loan ⁽³⁾	2020	7.00%	2,419			2,382			2,387
CERP Notes
CERP First Lien Notes	2020	8.00%	1,000			994			993
CERP Second Lien Notes	2021	11.00%	1,150			1,140			1,140
Capital lease obligations and other	2017	various	1			1			3
Total CERP Debt			4,570			4,517			4,563
Current portion of CERP long-term debt			(26		)	(26		)	(68		)
CERP long-term debt			$	4,544		$	4,491		$	4,495

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⁽¹⁾	Interest rate is fixed, except where noted.


⁽²⁾	Variable interest rate for amounts currently borrowed is determined by adding LIBOR to a base rate of 6.00%.


⁽³⁾	Variable interest rate calculated as a fixed rate plus the greater of LIBOR or a 1% floor. The rate is set at the 1% floor as of March 31, 2017.

CGP Debt



	March 31, 2017								December 31, 2016
(Dollars in millions)	Final Maturity	Rate(s) ⁽¹⁾	Face Value			Book Value			Book Value
CGPH Credit Facilities
CGPH Senior Secured Revolving Credit Facility ⁽²⁾⁽³⁾	2019	variable	$	—		$	—		$	—
CGPH Senior Secured Term Loan ⁽²⁾⁽⁴⁾	2021	6.25%	1,143			1,117			1,119
CGPH Notes	2022	9.38%	675			663			662
Cromwell Credit Facility ⁽²⁾⁽⁵⁾	2019	11.00%	171			167			167
Horseshoe Baltimore Credit and FF&E Facilities
Horseshoe Baltimore Revolving Facility Loan ⁽⁶⁾	2018	variable	—			—			—
Horseshoe Baltimore Credit Facility ⁽⁵⁾	2020	8.25%	296			287			287
Horseshoe Baltimore FF&E Facility⁽⁵⁾⁽⁷⁾	2019	8.75%	20			20			22
Other secured debt	2018	8.00%	5			4			4
Special Improvement District Bonds	2037	5.30%	14			14			14
Total CGP Debt			2,324			2,272			2,275
Current portion of CGP long-term debt			(20		)	(20		)	(21		)
CGP long-term debt			$	2,304		$	2,252		$	2,254

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⁽¹⁾	Interest rate is fixed, except where noted.


⁽²⁾	See Note 17.


⁽³⁾	Variable interest rate calculated as LIBOR plus 5.00%.


⁽⁴⁾	Variable interest rate calculated as a fixed rate plus the greater of LIBOR or a 1% floor. The rate is set at the 1% floor as of March 31, 2017.


⁽⁵⁾	Variable interest rate calculated as a fixed rate plus the greater of LIBOR or a 1.25% floor. The rate is set at the 1.25% floor as of March 31, 2017.


⁽⁶⁾	Variable interest rate calculated as LIBOR plus 7.00%.


⁽⁷⁾	This represents an equipment financing term loan facility.

Terms of Outstanding Debt

Restrictive Covenants

The CERP Notes, CERP Credit Facility, CGPH Senior Secured Term Loan, CGPH Notes, Horseshoe Baltimore Credit and FF&E Facilities, and Cromwell Credit Facility all include negative covenants, subject to certain exceptions, and contain affirmative covenants and events of default, subject to exceptions, baskets and thresholds (including equity cure provisions in the case of the CERP Credit Facility, Horseshoe Baltimore Credit and FF&E Facilities, and the Cromwell Credit Facility), all of the preceding being customary in nature.

The restrictive covenants also require that we maintain Senior Secured Leverage Ratios (“SSLR”) as shown in the table below. SSLR is defined as the ratio of first lien senior secured net debt to earnings before interest, taxes, depreciation and amortization, adjusted as defined (“Adjusted EBITDA”).



Credit Facility	Covenant Type	Effective Period	Requirement
CERP Credit Facility	CERP Maximum SSLR	From inception	8.00	to 1.00
CGPH Senior Secured Term Loan	CGPH Maximum SSLR	From inception	6.00	to 1.00
Horseshoe Baltimore Credit and FF&E Facilities ⁽¹⁾	CBAC Maximum SSLR	Q1 - Q4 2017	6.00	to 1.00
Horseshoe Baltimore Credit and FF&E Facilities ⁽¹⁾	CBAC Maximum SSLR	Q1 2018 and thereafter	4.75	to 1.00
Cromwell Credit Facility ⁽²⁾	Cromwell Maximum SSLR	Q2 2016 - Q1 2017	5.00	to 1.00
Cromwell Credit Facility ⁽²⁾	Cromwell Maximum SSLR	Q2 2017 and thereafter	4.75	to 1.00

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⁽¹⁾	CBAC Borrower, LLC (“CBAC”) is a joint venture in which Caesars Baltimore Investment Company, LLC (“CBIC”) holds an interest. CBIC is a wholly owned subsidiary of CGP.


⁽²⁾	See Note 17.

Guarantees

CERP has pledged a significant portion of its assets as collateral under the notes and facilities. The CERP Notes are co-issued, as well as fully and unconditionally guaranteed, jointly and severally, by Caesars Entertainment Resort Properties, LLC (parent entity) and each of its wholly-owned subsidiaries on a senior secured basis.

The CGPH Senior Secured 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 Notes are secured by substantially all of the existing and future property and assets of CGPH and the subsidiary guarantors (subject to exceptions), and are guaranteed by CGPH and certain subsidiaries (subject to exceptions).

The Horseshoe Baltimore Credit Facility is secured by substantially all material assets of CBAC and its wholly-owned domestic subsidiaries.

The Horseshoe Baltimore FF&E Facility is secured by the FF&E that was purchased with the proceeds.

The Cromwell Credit Facility is secured by the assets of the Cromwell.