8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

August 15, 2012 (August 15, 2012)

Date of Report (Date of earliest event reported)

Caesars Entertainment Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-10410	62-1411755
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

One Caesars Palace Drive

Las Vegas, Nevada 89109

(Address of principal executive offices) (Zip Code)

(702) 407-6000

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

On August 15, 2012, Caesars Entertainment Corporation (the “Registrant”) issued a press release announcing, among other things, the intent of its wholly owned subsidiaries, Caesars Operating Escrow LLC and Caesars Escrow Corporation, to offer, through a private placement, $750,000,000 aggregate principal amount of 8  ¹/₂% senior secured notes due 2020 (the “Notes”), subject to market and other conditions. The press release related to the Notes is attached as Exhibit 99.1 and is incorporated herein by reference.

In connection with the proposed offering, on August 15, 2012, the Registrant announced that Caesars Entertainment Operating Company, Inc. (“CEOC”) intends, with respect to its senior secured credit facilities, to: (i) extend the maturity of all B-1, B-2 and B-3 term loans held by consenting lenders (“Extending Term Lenders”) from January 28, 2015 to January 28, 2018, subject to the springing maturity referred to in the following sentence, and increase the interest rate with respect to such extended term loans (“Extended Term Loans”), which will be new B-6 term loans under the senior secured credit facilities (under which B-6 term loans bear an interest rate equal to LIBOR plus 5.25%), and use a portion of the net cash proceeds of the offering of Notes to repay term loans held by each Extending Term Lender in an amount equal to 50% of the principal amount of term loans elected to be extended (up to the maximum amount that can be extended using the full amount of the net cash proceeds of the offering of Notes to repay 50% of the principal amount thereof) on a pro rata basis; (ii) convert original maturity revolver commitments held by consenting lenders to Extended Term Loans and, promptly following such conversion, repay 50% of the principal amount of Extended Term Loans held by any consenting lender; and (iii) extend the maturity of original maturity revolver commitments held by consenting lenders who elect not to convert their commitments to term loans, from January 28, 2014 to January 28, 2017 and increase the interest rate and the undrawn commitment fee with respect to such extended revolver commitments and, upon the effectiveness of such extension, terminate 50% of such extended revolver commitments on a pro rata basis. The Extended Term Loans have a springing maturity ahead of CEOC’s 11.25% Senior Secured Notes due 2017 (the “Existing 11.25% First Lien Notes”) if a certain principal amount of Existing 11.25% First Lien Notes remain outstanding on a specified date prior to the maturity date for the Existing 11.25% First Lien Notes. If Extending Term Lenders elect to extend term loans in an aggregate principal amount in excess of the maximum amount that may be extended with the net cash proceeds of the offering of Notes (giving effect to the repayment thereof as described in clause (i) above (the “Repayment Component”)), CEOC may elect to seek additional financing until September 7, 2012, the net cash proceeds of which would be used to fund the Repayment Component of the extension of such excess term loans to Extended Term Loans. If CEOC does not obtain such additional financing to fund (or otherwise does not fund) such Repayment Component, such additional term loans will not be accepted for extension. The proposed modifications to the senior secured credit facilities and related transactions are subject to market and other conditions, and may not occur as described or at all.

The Registrant is disclosing under Item 7.01 of this Current Report on Form 8-K the foregoing information.

The Registrant is furnishing the information in this Current Report on Form 8-K to comply with Regulation FD. Such information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibit is being filed herewith, and is furnished solely for purposes of Item 7.01 of this Current Report on Form 8-K:

Exhibit No.	Description
99.1	Text of press release, dated August 15, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CAESARS ENTERTAINMENT CORPORATION
Date: August 15, 2012	By:	/s/ MICHAEL D. COHEN
		Michael D. Cohen
		Senior Vice President, Deputy General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Text of press release, dated August 15, 2012.

EX-99.1

Exhibit 99.1

Contact: Gary Thompson – Media Caesars Entertainment Corporation (702) 407-6529 Jacqueline Beato – Investors Caesars Entertainment Corporation (702) 407-6131

Caesars Entertainment Announces Proposed $750 Million Debt Offering

LAS VEGAS – August 15, 2012

Caesars Entertainment Corporation (NASDAQ: CZR) (“Caesars” or the “Company”) announced today that Caesars Operating Escrow LLC and Caesars Escrow Corporation (the “Escrow Issuers”), wholly owned unrestricted subsidiaries of Caesars Entertainment Operating Company, Inc. (“CEOC”), are proposing to issue $750.0 million aggregate principal amount of 8  ¹/₂% senior secured notes due 2020 (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The offering is subject to market conditions and other factors.

Caesars intends to use the net proceeds from the offering to repay a portion of the outstanding borrowings under CEOC’s senior secured credit facilities, to pay related fees and expenses and for general corporate purposes.

The Notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States, only to non-U.S. investors pursuant to Regulation S. The Notes will not be initially registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

About Caesars

Caesars Entertainment is the world’s most diversified casino-entertainment company. Since its beginning in Reno, Nevada, more than 74 years ago, Caesars has grown through development of new resorts, expansions, and acquisitions, and now operates casinos on four continents. The company’s resorts operate primarily under the Caesars^®, Harrah’s^®, and Horseshoe^® brand names. Caesars also owns the World Series of Poker^® and the London Clubs International family of casinos. Caesars Entertainment is focused on building loyalty and value with its guests through a unique combination of great service, excellent products, unsurpassed distribution, operational excellence, and technology leadership. Caesars Entertainment is committed to environmental sustainability and energy conservation and recognize the importance of being a responsible steward of the environment. For more information, please visit www.caesars.com.

This release includes “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements contain words such as “may,” “will,” “project,” “might,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” “continue,” “pursue,”

or the negative or other variations thereof or comparable terminology. In particular, they include statements relating to, among other things, future actions, new projects, strategies, future performance, the outcomes of contingencies, and future financial results of Caesars. These forward-looking statements are based on current expectations and projections about future events.

Investors are cautioned that forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that cannot be predicted or quantified, and, consequently, the actual performance of Caesars may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the following factors, as well as other factors described from time to time in the Company’s reports filed with the Securities and Exchange Commission (including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein):

• the impact of the Company’s significant indebtedness;

• the impact, if any, of unfunded pension benefits under multi-employer pension plans;

• the effects of local and national economic, credit, and capital market conditions on the economy, in general, and on the gaming industry, in particular;

• construction factors, including delays, increased costs of labor and materials, availability of labor and materials, zoning issues, environmental restrictions, soil and water conditions, weather and other hazards, site access matters, and building permit issues;

• the effects of environmental and structural building conditions relating to the Company’s properties;

• the ability to timely and cost-effectively integrate companies that the Company acquires into its operations;

• the ability to realize the expense reductions from cost savings programs;

• access to available and reasonable financing on a timely basis;

• changes in laws, including increased tax rates, smoking bans, regulations or accounting standards, third-party relations and approvals, and decisions, disciplines, and fines of courts, regulators, and governmental bodies;

• litigation outcomes and judicial and governmental body actions, including gaming legislative action, referenda, regulatory disciplinary actions, and fines and taxation;

• the ability of the Company’s customer-tracking, customer loyalty, and yield-management programs to continue to increase customer loyalty and same-store or hotel sales;

• the ability to recoup costs of capital investments through higher revenues;

• acts of war or terrorist incidents, severe weather conditions, uprisings, or natural disasters;

• access to insurance on reasonable terms for the Company’s assets;

• abnormal gaming holds (“gaming hold” is the amount of money that is retained by the casino from wagers by customers);

• the potential difficulties in employee retention and recruitment as a result of the Company’s substantial indebtedness or any other factor; and

• the effects of competition, including locations of competitors and operating and market competition.

Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. Caesars disclaims any obligation to update the forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated or, if no date is stated, as of the date of this press release.

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