Caesars Entertainment Announces Proposed $300 Million Debt Offering

LAS VEGAS, Dec. 5, 2012 /PRNewswire/ --

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 $300.0 million aggregate principal amount of 9% 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 Notes are to be issued under the same indenture governing the 9% senior secured notes due 2020 that were issued on August 22, 2012 (the " Existing Notes"), but the Notes and the Existing Notes will not be fungible until the completion of a registered exchange offer pursuant to which holders that exchange their Notes and/or Existing Notes will collectively receive registered 9% senior secured notes due 2020 that will have a single CUSIP number and thereafter be fungible.  The offering is subject to market conditions and other factors. Upon satisfaction of certain conditions, CEOC would assume the Escrow Issuers' obligations under the Notes.

Caesars intends to use the net proceeds from the offering to pay related fees and expenses and for general corporate purposes, which may include the repayment, redemption, retirement or repurchase in the open market of a portion of CEOC's outstanding indebtedness.  CEOC may use up to $150 million of the proceeds of the offering to retire outstanding indebtedness based on prevailing prices and market and other considerations existing at the time, although no assurance can be given that CEOC will be able to do so on terms acceptable to it or at all.

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.

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