Case 1:15-cv JSR Document 151 Filed 05/10/16 Page 1 of 7 : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : :

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1 Case 1:15-cv JSR Document 151 Filed 05/10/16 Page 1 of 7 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK BOKF, N.A., solely in its capacity as successor Indenture Trustee for the 12.75% Second- Priority Senior Secured Notes due 2018, v. Plaintiff, CAESARS ENTERTAINMENT CORPORATION, Defendant. UMB BANK, N.A. solely in its capacity as Indenture Trustee under those certain indentures, dated as of June 10, 2009, governing Caesars Entertainment Operating Company, Inc. s 11.25% Notes due 2017; dated as of February 14, 2012, governing Caesars Entertainment Operating Company, Inc. s 8.5% Senior Secured Notes due 2020; dated August 22, 2012, governing Caesars Entertainment Operating Company, Inc. s 9% Senior Secured Notes due 2020; dated February 15, 2013, governing Caesars Entertainment Operating Company, Inc. s 9% Senior Secured Notes due 2020, v. Plaintiff, CAESARS ENTERTAINMENT CORPORATION, Defendant. : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : Case No. 1:15-cv (SAS) Case No. 1:15-cv (SAS) DECLARATION OF ANDREW I. SILFEN IN SUPPORT OF PLAINTIFFS STATEMENT OF UNDISPUTED MATERIAL FACTS PURSUANT TO LOCAL CIVIL RULE 56.1 IN SUPPORT OF MOTION FOR PARTIAL SUMMARY JUDGMENT

2 Case 1:15-cv JSR Document 151 Filed 05/10/16 Page 2 of 7 ANDREW I. SILFEN, under penalty of perjury, declares as follows: 1. I am a member of the Bar of this Court, and of the law firm Arent Fox LLP, counsel to Plaintiff BOKF, N.A. ( BOKF ) in the above captioned action. 2. I submit this declaration in support of Plaintiffs Motion for Partial Summary Judgment and to transmit to the Court true and correct copies of the following documents, certain of which have been highlighted in relevant Part for the Court s convenience: Exhibit 1 Exhibit 2 Exhibit 3 Exhibit 4 Exhibit 5 Exhibit 6 Exhibit 7 Exhibit 8 Exhibit 9 Exhibit 10 Exhibit 11 Exhibit 12 Excerpts and Highlights from Memorandum in Support of Chapter 11 Petitions, In re Caesars Entertainment Operating Company, Inc., et al., Case No (ABG) [Bankr. N.D. Ill., ECF 4] (the FDM ) Excerpts from Deposition of David Sambur, individually and for Caesars Entertainment Corporation pursuant to Fed. R. Civ. Proc 30(b)(6), dated September 9-10, 2015 (the Sambur Dep. ) Excerpts from Deposition of Kendall Garrison dated October 1, 2015 (the Garrison Dep. ) Excerpts from Deposition of Eric Hession dated September 17-18, 2015 (the Hession Dep. ) Excerpts from Notice of Filing of the Disclosure Statement for the Debtors Second Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code, In re Caesars Entertainment Operating Company, Inc., et al., Case No (ABG) [Bankr. N.D. Ill., ECF 3484] (the Disclosure Statement ) Michael Cohen LinkedIn Profile (the M. Cohen Profile ) Excerpts from Deposition of Gary Loveman dated October 13, 2015 (the Loveman Dep. ) CEC Current Report (SEC Form 8-K) for the Period Ending May 30, 2014 (filed June 27, 2014) (the June K ) Excerpts and Highlights from CEC 2014 Annual Report (SEC Form 10K) (filed March 16, 2015) (the 2014 Annual Report ) Excerpts and Highlights from CEC 2013 Annual Report (SEC Form 10- K) (filed March 17, 2014) (the 2013 Annual Report ) Excerpts from Declaration of David B. Sambur In Support of Caesars Entertainment Corporation s Opposition to BOKF, N.A. and UMB Bank, N.A. s Motion for Partial Summary Judgment, [BOKF ECF 40] (the Sambur Decl. ) Caesars Entertainment Regulatory Discussion Materials December, 2013 (the Dec Reg. Pres. )

3 Case 1:15-cv JSR Document 151 Filed 05/10/16 Page 3 of 7 Exhibit 13 Exhibit 14 Exhibit 15 Exhibit 16 Exhibit 17 Exhibit 18 Exhibit 19 Exhibit 20 Exhibit 21 Exhibit 22 Exhibit 23 Exhibit 24 Exhibit 25 Exhibit 26 Exhibit 27 Caesars Entertainment Operating Company Regulatory Discussion Materials May 1, 2014 (the May 1, 2014 Reg. Pres. ) Excerpts and Highlights from CEC Current Report (SEC Form 8-K) for the Period Ending (filed April 15, 2014) (the April 15, K ) Excerpts and Highlights from CEC Current Report (SEC Form 8-K) for the Period Ending May 2, 2014 (filed May 6, 2014) (the May 6, K ) Excerpts and Highlights from CEC (SEC Form 10Q) for the Period Ending March 31, 2014 (filed May 9, 2014) (the March Q ) Excerpts and Highlights from CEC Current Report (SEC Form 8-K) for the Period Ending (filed May 30, 2014) (the May 30, K ) August 28, from Gary Loveman to Brimmer Re: Capital Planning Follow-up ( Loveman Restructuring ) Excerpts from Deposition of Donald Colvin dated September 29, 2015 (the Colvin Dep. ) Excerpts from Deposition of Marc Rowan dated August 26, 2015 (the Rowan Dep. ) Blackstone Project Julii Discussion Materials dated April 21, 2014 ( April 21, 2014 BX Pres. ) April 21, from Beato to Hession Re: CEOC Presentation ( Beato to Hession re: Sequencing of CEOC Plan ) Excerpts from Deposition of Michael Genereux dated September 30, 2015 (the Genereux Dep.) Blackstone Prject Julii Discussion Materials dated April 10, 2014 (the April 10, 2014 BX Pres. ) Engagement Letter between Blackstone Advisory Partners L.P. and Caesars Entertainment Corporation dated March 28, 2014 (the First Blackstone Engagement Letter ) June 8, from Hession to Cadena and Colvin Re: BAPLP Invoice No ( June re: Blackstone Phase 1 Invoice ) Engagement Letter between Blackstone Advisory Partners L.P. and Caesars Entertainment Corporation (together with any affiliates and subsidiaries) dated August 12, 2014 and effective as of May 7, 2014 (the Second Blackstone Engagement Letter ) Exhibit 28 Exhibit 29 April 21, 2014 CEC Board Minutes (the April 21, 2014 CEC Bd. Min. ) April 21, 2014 CEC Board Presentation Regarding Proposed Transaction (the April 21, 2014 Bd. Pres. ) 2

4 Case 1:15-cv JSR Document 151 Filed 05/10/16 Page 4 of 7 Exhibit 30 Exhibit 31 Exhibit 32 Exhibit 33 Exhibit 34 Exhibit 35 Exhibit 36 Exhibit 37 Exhibit 38 Exhibit 39 Exhibit 40 Exhibit 41 Exhibit 42 Exhibit 43 Exhibit 44 Exhibit 45 Exhibit 46 Excerpts from Amended and Supplemental Complaint, Caesars Entertainment Operating Company Inc. and Caesars Entertainment Corporation v. Appaloosa Investment Limited Partnership I, et al., Index No /2014 [NYSCEF Doc. No. 54] (the Caesars NY Complaint ) January 8, from Beato to Colvin and Hession Re: Caesars Entertainment Corp.- Approaching the End Game? ( Beato/Hession Capital Structure ) Excerpts from Deposition of Michael McClellan dated September 2, 2015 (the McClellan Dep. ) April 28, 2014 CEC Board Minutes (the April 28, 2014 CEC Bd. Min. ) Excerpts and Highlights from CEC Current Report (SEC Form 8-K) for the Period ending July 25, 2014 (filed July 28, 2014) (the July 28, K ) Note Purchase Agreement between CEOC and Chatham Asset Management LLC dated May 5, 2014 (the Original Chatham NPA ) Amended Note Purchase Agreement between CEOC and Chatham Asset Management LLC dated July 25, 2014 (the Amended Chatham NPA ) Note Purchase Agreement between CEOC, Caesars Growth Partners, LLC, and Caesars Growth Bonds, LLC dated May 5, 2014 (the CGP Note Purchase Agreement ) Highlighted CEC Current Report (Form 8-K) for the Period Ending July 25, 2014 (filed July 29, 2014) (the July 29, K ) Division of Gaming Enforcement Order and Report dated May 22, 2014 (the Gaming Enforcement Order ) Stock Purchase Agreements dated May 5, 2014 between CEC and each of Paulson & Co., Chatham Asset Management, LLC and Scoggin LLC (the Stock Purchase Agreements ) Deposition of Gautak Dhingra dated September 29, 2015 (the Dhingra Dep. ) Yahoo Finance Historical CEC Stock Trading Price on May 5, 2014 (the CZR May 5, 2014 Historical Stock Price ) Excerpts from Deposition of Andrew Dietderich dated August 17, 2014 (the Dietderich Dep. ) May 15, 2014 Letter from Sullivan & Cromwell LLP to CEC Regarding Failure to Release Guarantees (the May 15, 2014 S&C Letter ) June 9, from Hession to Muhamed/Evans Re: CEOC Valuation of Common Stock ( Hession No Valuation of CEOC Stock ) Excerpts from Deposition of Alan Nadel dated February 11, 2016 (the Nadel Dep. ) 3

5 Case 1:15-cv JSR Document 151 Filed 05/10/16 Page 5 of 7 Exhibit 47 Exhibit 48 Exhibit 49 Exhibit 50 Exhibit 51 Exhibit 52 Exhibit 53 Exhibit 54 Exhibit 55 Exhibit 56 Exhibit 57 Exhibit 58 Exhibit 59 Exhibit 60 Exhibit 61 Exhibit 62 Exhibit 63 Exhibit 64 September 8, from McClellan to Goldrich re: Tax Gross Up on CEOC Stock Grant (the Tax Gross Up Adjustment ) August 4, from Wilfong to McClellan/Stieglitz Re: Tax Gross Up on CEOC Stock Grant (the Tax Gross Up ) M. McLellan to DF Breen Team Re: Overview of 2014 for Tax Return Preparation (the 2014 Tax Return Prep. ) Sullivan & Cromwell LLP Fee Letter to CEOC dated June 11, 2014 (the S&C Fee Letter ) GLC Advisors & Co. Letter Agreement with Sullivan & Cromwell LLP dated July 4, 2014 (the GLC Letter Agreement with S&C ) August Unsecured Notes Transactions Closing Memorandum (the August 2014 Closing Memo. ) Highlighted CEC Current Report (SEC Form 8-K) for the Period Ending August 12, 2014 (filed August 12, 2014)(the August 12, K ) August Transaction Overview Presentation to CEC Board dated August 10, 2014 (the August 2014 CEC Bd. Pres. ) Highlighted CEC Current Report (SEC Form 8-K) for the Period Ending August 22, 2014 (filed August 22, 2014)( the August 22, K s ) Note Purchase and Support Agreement between CEOC, CEC and holders of CEOC s 6.50% Senior Notes due 2016 and/or 5.75% Senior Notes due 2017 dated August 12, 2014 (the August Note Purchase and Support Agreement ) Highlighted CEC Current Report (SEC Form 8-K) for the Period Ending August 22, 2014 (filed August 25, 2014)( the August 25, K ) Recovery Agreement between CEOC and CEC dated August 12, 2014 (the Recovery Agreement ) July 30, from McLaughlin to Zelin/Genereux Re: Julii Proposal Timeline (the CEC Creditor Negotiation Timeline ) August 2, from Genereux to Zelin (the BX Proposal ) Project Julii First Lien Creditor Discussion Materials dated September 21, 2014 (the September BX First Lien Pres. ) Project Julii First Lien Discussion Materials dated July 10, 2014 (the July BX First Lien Pres. ) Letter from Kramer Levin Naftalis & Frankel LLP to CEC Board dated April 3, 2014 (the April First Lien Letter ) April 4, from Beato to Harris Re: Caesars Board Letter (the re: First Lien April Letter ) 4

6 Case 1:15-cv JSR Document 151 Filed 05/10/16 Page 6 of 7 Exhibit 65 Exhibit 66 Exhibit 67 Exhibit 68 Exhibit 69 Exhibit 70 Exhibit 71 Exhibit 72 Exhibit 73 Exhibit 74 Exhibit 75 Exhibit 76 Exhibit 77 Exhibit 78 Exhibit 79 Letter from Kramer Levin Naftalis & Frankel LLP to Paul, Weiss, Rifkind, Wharton & Garrison LLP dated April 15, 2014 (the April First Lien Counsel Letter ) Letter from Paul, Weiss, Rifkind, Wharton & Garrison LLP to Letter from Kramer Levin Naftalis & Frankel LLP Re: April 3 and 15, 2014 Letters dated April 18, 2014 (the CEC Counsel First Lien Response Letter ) Letter from Kramer Levin Naftalis & Frankel LLP to CEOC dated June 1, 2014 (the First Lien Counsel Fee Agreement ) August 1, from Hession to Cadena Re: Miller Buckfire July Invoice (the First Lien Financial Advisor Fee ) Blackstone Project Julii Proposal Analysis dated August 2, 2014 (the August 2, 2014 BX Pres. ) Blackstone Project Julii First Lien Creditor Discussion Materials dated September 12, 2014 (the September 2014 BX First Lien Pres. ) Letter from Jones Day LLP to Caesars and Counsel dated March 21, 2014 (the March 2014 Second Lien Notes Letter ) Letter from Jones Day LLP to CEOC Re: Notice of Default and Reservation of Rights dated June 5, 2014 (the June 2014 Second Lien Notes Default Letter ) Letter from Friedman Kaplan Seiler & Adelman LLP to Jones Day LLP Re: June 5, 2014 (the Response to Second Lien Notes Default Letter ) Letter from Jones Day LLP to Friedman Kaplan Seiler & Adelman LLP Re: CEOC dated June 17, 2014(the Second Lien Notes Reply to Default Response ) Highlighted Excerpts from Voluntary Chapter 11 Petition of Caesars Entertainment Operating Company, Inc., In re Caesars Entertainment Operating Company, Inc., et al., Case No (ABG) [Bankr. N.D. Ill., ECF 3483] (the Chapter 11 Petition ) CEC Current Report (SEC Form 8-K) for the Period Ending February 18, 2015 (filed February 23, 2015) (the February 23, K ) Excerpts and Highlights from Notice of Filing of Debtors Second Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code, In re Caesars Entertainment Operating Company, Inc., et al., Case No (ABG) [Bankr. N.D. Ill., ECF 3483] (the Chapter 11 Plan ) Officer s Certificate Dated June 2, 2014 to First Lien Notes Indenture Trustees (the June 2, 2014 First Lien Notes Election Notice ) Officer s Certificate Dated August 22, 2014 to First Lien Notes Indenture Trustees (the August 22, 2014 First Lien Notes Election Notice ) Exhibit 80 Excerpts from Hearing Transcript dated February 22,

7 Case 1:15-cv JSR Document 151 Filed 05/10/16 Page 7 of 7 I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct to the best of my knowledge. Executed this I 0th day of May, Andrew I. Silfen, Esq. (AS-1264) ARENT FOX LLP 1675 Broadway New York, NY Tel: (212) Fax: (212) andrew.silfen@arentfox.com

8 Case 1:15-cv JSR Document Filed 05/10/16 Page 1 of 20 Exhibit 1 Excerpts and Highlights from Memorandum in Support of Chapter 11 Petitions, In re Caesars Entertainment Operating Company, Inc., et al., Case No (ABG) [Bankr. N.D. Ill., ECF 4] (the FDM )

9 Case Case :15-cv JSR Doc 4 Filed Document 01/15/ Entered Filed 01/15/15 05/10/16 01:35:13 Page 2 Desc of 20Main Document Page 1 of 48 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION ) In re: ) Chapter 11 ) CAESARS ENTERTAINMENT OPERATING ) Case No (ABG) COMPANY, INC., et a1.,1 al., 1 ) ) Debtors. ) (Joint Administration Requested) ) MEMORANDUM IN SUPPORT OF CHAPTER 11 PETITIONS The Debtors in these chapter 11 cases are the primary operating units of the Caesars gaming enterprise, which was taken private in a leveraged buyout just as the 2008 recession was overtaking the world economy. In the past several years, as economic conditions squeezed the gaming industry, the Debtors have attempted to extend their debt maturities and deleverage their balance sheets through various asset sales and capital markets transactions. By mid-2014, however, it became clear that a wholesale restructuring was required. Now, after more than six months of intense, arm's-length arm s-length negotiations among the Debtors, their Caesars affiliates, and certain of their creditors, the parties have agreed on a comprehensive restructuring that substantially reduces the Debtors' Debtors debt, reorganizes their business into a REIT structure to maximize value and creditor recoveries, and secures significant financial and other support from the Debtors' Debtors non-debtor affiliates that is critical to a successful restructuring. This compromise, which is set forth in a Restructuring Support Agreement (the "RSA"), RSA ), enhances recoveries for all stakeholders, and positions the Debtors to exit these chapter 11 proceedings as viable going 1 The last four digits of Caesars Entertainment Operating Company, Inc.'s Inc. s tax identification number are Due to the large number of Debtors in these chapter 11 cases, for which the Debtors have requested joint administration, a complete list of the debtors and the last four digits of their federal tax identification numbers is not provided herein. A complete list of such information may be obtained on the website of the Debtors' Debtors proposed claims and noticing agent at KE

10 Case Case :15-cv JSR Doc 4 Filed Document 01/15/ Entered Filed 01/15/15 05/10/16 01:35:13 Page 3 Desc of 20Main Document Page 2 of 48 concerns that can successfully compete in the gaming industry with appropriately-sized balance sheets. In connection with these chapter 11 cases, the debtors are seeking important "first-day" first-day relief to achieve uninterrupted operations across the company's company s network of properties and to ensure the Debtors' Debtors valued employees, guests, and stakeholders that all Caesars properties are open for business and will continue to provide guests with the amenities and experiences they expect from Caesars properties.2 2 As discussed further in Section VII.A, below, this Court has jurisdiction over these chapter 11 cases, and the Northern District of Illinois is a proper venue. The Debtors submit this memorandum to provide the Court with an overview of the Debtors, the events leading to their chapter 11 petitions, and the complex negotiations that led to the RSA. Background CEOC is the largest majority-owned operating subsidiary of Caesars Entertainment Corporation ("CEC"). ( CEC ). The remaining Debtors are direct and indirect subsidiaries of CEOC. CEC, together with its affiliates (collectively, "Caesars"), Caesars ), is the world's world s most geographically diversified casino-entertainment company. Since its founding in Reno, Nevada more than 75 years ago, Caesars has grown through new development, expansions, and acquisitions. Caesars now owns, operates or manages 50 casinos in five countries on three continents, with properties in the United States, Canada, the United Kingdom, South Africa, and Egypt. Within the United States, Caesars owns, operates, or manages casinos in 14 states, primarily under the Caesars,, Harrahs and Horseshoe brand names. In total, Caesars oversees approximately 2 Further support for the relief requested in the first day motions is set forth in the Declaration of Randall S. Eisenberg, Chief Restructuring Officer of Caesars Entertainment Operating Company, Inc., in Support of First Day Pleadings (the "First First Day Declaration"), Declaration ), filed contemporaneously herewith. 2

11 Case Case :15-cv JSR Doc 4 Filed Document 01/15/ Entered Filed 01/15/15 05/10/16 01:35:13 Page 4 Desc of 20Main Document Page 4 of 48 or 64 percent of Caesars' Caesars $8.4 billion in total net revenues. Today, the Debtors' Debtors core casino offerings are spread across the United States including strong concentrations in Chicagoland, Nevada, and Atlantic City as well as throughout the world. The Debtors employ approximately 32,000 people, including approximately 3,000 in the Chicagoland area and approximately 6,500 in Las Vegas. The Debtors' Debtors capital structure is a legacy of one of the largest leveraged buyouts in history. On January 28, 2008, affiliates of Apollo and TPG, along with certain co-investors (together with Apollo and TPG, the "Sponsors"), Sponsors ), acquired Caesars (then known as Harrah's Harrah s Entertainment, Inc.) for approximately $30.7 billion (the " LBO ). LBO"). The Sponsors and other investors contributed approximately $6.1 billion in cash to fund the 2008 LBO. The remainder was funded through the issuance of approximately $24 billion in debt, approximately $19.7 billion of which was secured by liens on substantially all of the Debtors' Debtors assets and, in most cases, subject to intercreditor agreements. As of the date hereof (the "Petition Petition Date"), Date ), the Debtors have outstanding funded debt obligations of approximately $18.4 billion, comprising: four tranches of first lien bank debt totaling approximately $5.35 billion; three series of outstanding first lien notes totaling approximately $6.35 billion; three series of outstanding second lien notes totaling approximately $5.24 billion; one series of subsidiary-guaranteed unsecured debt of approximately $479 million; and two series of senior unsecured notes totaling approximately $530 million. The Debtors have positive cash flow before debt service, but a number of economic factors and industry trends unforeseen at the time of the 2008 LBO have left the Debtors unable to support their overleveraged capital structure and extraordinary interest expense. The

12 Case Case :15-cv JSR Doc 4 Filed Document 01/15/ Entered Filed 01/15/15 05/10/16 01:35:13 Page 5 Desc of 20Main Document Page 6 of 48 Over the past several years, Caesars has undertaken numerous initiatives to restructure the Debtors operations and manage their debt maturities and interest expense without subjecting CEOC to a formal bankruptcy proceeding. In addition to certain operational initiatives and property closures, Caesars has engaged in over 45 capital market transactions, including a number of asset sales, exchange and tender offers, debt repurchases and re-financings, in an effort to extend debt maturities, meet interest obligations, monetize assets and transfer debt and capital expenditure obligations at properties CEOC could not afford to invest in. Certain of these transactions have been hotly contested by some of the Debtors creditors and are the subject of pending litigation in, among other venues, the New York Supreme and Delaware Chancery Courts. 4 The primary subject transactions include the following: The CIE Transactions : In May 2009, the Debtors transferred their interest in the World Series of Poker ( WSOP ) intellectual property to non-debtor affiliate Caesars Interactive Entertainment ( CIE ) in exchange for an economic interest in CIE valued at $15.0 million. CEOC retained the right to use the WSOP trademark and intellectual property in certain contexts pursuant to a perpetual, royalty-free license (the 2009 Trademark License Agreement ). In September 2011, the Debtors transferred their rights to host WSOP tournaments to CIE for $20.5 million in cash. In 2013, CEC contributed its interests in CIE to CGP as part of the Growth Transaction (defined below). The CERP Transaction : In fall 2013, the Debtors sold their interests in the Octavius Tower and Project Linq, a retail, dining, and entertainment development, to CERP for $80.7 million in cash, the retirement of $52.9 million of CEOC notes and avoided corporate overhead. The Growth Transaction : In fall 2013, as part of a larger public capital raise transaction and the formation of a new-publicly traded company, CACQ, that would co-own CGP, the Debtors sold their interests in (i) the Planet Hollywood Resort & Casino in Las Vegas, (ii) the Horseshoe Baltimore and (iii) 50% of the management fees for those properties to CGP for $360 million in cash. The Four Properties Transaction : In spring 2014, the Debtors sold their interests in (i) The Cromwell in Las Vegas, (ii) The Quad in Las Vegas, (iii) Bally s Las Vegas, 4 Copies of each of the complaints and answers will be provided to the Court. 6

13 Case Case :15-cv JSR Doc 4 Filed Document 01/15/ Entered Filed 01/15/15 05/10/16 01:35:13 Page 6 Desc of 20Main Document Page 7 of 48 (iv) Harrah's Harrah s New Orleans, and (v) 50% of the management fees for those properties, to CGP for approximately $1.8 billion in cash. The "Shared Shared Services Joint Venture": Venture : In spring 2014, as part of the Four Properties Transaction, CEOC entered into a shared services joint venture, CES, with the companies that own and/or operate Caesars' Caesars branded properties: CEC, CEOC, and Caesars Growth Properties Holdings, LLC ("CGPH"), ( CGPH ), an affiliate of CGP. The joint venture partners executed an enterprise services and license agreement under which CEOC contributed to CES a worldwide license to certain intellectual property, including Total Rewards,, and received a 69% ownership stake plus 33% voting rights in CES. CES also employs personnel who provide services to Caesars' Caesars branded properties and functions as a shared services center for the Caesars enterprise, providing most of the back office, procurement, payroll and similar services across the enterprise, with costs allocated back to each entity based on certain formulas. The "B-7 B-7 Refinancing": Refinancing : In May and June 2014, CEOC refinanced short-term maturities with $1.75 billion of new term loans (the "B-7 B-7 Term Loan ), Loan"), and amended its First Lien Credit Agreement (defined below) to extend maturities and provide covenant relief. As part of the B-7 Refinancing, CEC sold five percent of its stock in CEOC to unaffiliated investors, which triggered a release of CEC's CEC s guarantee of certain first lien, second lien, and unsecured debt. The "Senior Senior Unsecured Notes Transaction": Transaction : In August 2014, CEOC and CEC purchased approximately $155 million in CEOC Senior Unsecured Notes (defined below), CEC contributed $ million of Senior Unsecured Notes to CEOC for cancellation, and CEOC amended its Senior Unsecured Notes Indentures (defined below). Although controversial, these transactions sought to extend runway. In addition, CEC shareholders invested more than $1.2 billion in additional capital as part of the transactions. Since the CERP transaction the Debtors have: Raised more than $2 billion in liquidity; Paid approximately $2.2 billion of interest and $2.6 billion of principal on their debt, including approximately $1 billion of interest and $1.5 billion of principal to second lien and unsecured noteholders; and Extended over $10 billion of debt with pre-2016 maturity. Notwithstanding these efforts, the Debtors remain overleveraged, with 2014 EBITDA estimated to be less than $1 billion compared with more than $18 billion in debt (including over 7

14 Case Case :15-cv JSR Doc 4 Filed Document 01/15/ Entered Filed 01/15/15 05/10/16 01:35:13 Page 7 Desc of 20Main Document Page 8 of 48 $12 billion of first lien senior secured debt having liens on nearly all of Debtors' Debtors assets). It became clear that a more comprehensive restructuring was necessary. Accordingly, the Debtors and CEC began negotiations with organized groups of CEOC's CEOC s senior secured creditors namely certain First Lien Lenders (as defined below), and certain First Lien Noteholders (as defined below) regarding a comprehensive restructuring of the Debtors' Debtors balance sheet. Early in the negotiations, the first lien creditors made clear that CEC would need to provide substantial financial and continuing operational support for any proposed restructuring to, among other things, avoid the regulatory, tax, and practical complexities associated with any separation of CEOC from the Caesars enterprise. CEC was equally clear that, as a condition to providing continued support to CEOC, CEC would require releases. Anticipating these issues, and to establish an independent decision-making process at CEOC, two independent directors were appointed to the CEOC Board of Directors in June 2014 and CEOC retained independent counsel and financial advisors. The two independent directors then formed a Special Governance Committee of the CEOC Board of Directors (the "Special Special Governance Committee") Committee ) and were charged with, among other things, conducting an independent investigation into potential claims that the Debtors and/or their creditors may have against CEC or its affiliates, including claims that would eventually form the basis of filed creditor complaints. The Special Governance Committee's Committee s investigation has been ongoing for approximately six months, in parallel with restructuring negotiations among CEC, CEOC and the first lien creditors. To date, advisors assisting the Special Governance Committee have reviewed approximately 35,000 documents produced by CEC, its affiliates, and the Sponsors; interviewed various Caesars officers, employees, and advisors; and worked thousands of hours on the 8

15 Case Case :15-cv JSR Doc 4 Filed Document 01/15/ Entered Filed 01/15/15 05/10/16 01:35:13 Page 8 Desc of 20Main Document Page 16 of 48 shares of CEOC's CEOC s common stock. Certain institutional investors own approximately 5 percent of CEOC's CEOC s common stock, and the remaining 6 percent is held by employees who received the stock pursuant to an employee benefit plan that was instituted in May 2014 for CEOC's CEOC s directors, officers, and other management-level employees. CEOC, in turn, directly or indirectly wholly- or majority-owns its Debtor subsidiaries. All of CEOC's CEOC s subsidiaries are Debtors in these chapter 11 cases other than those listed on Exhibit C attached hereto. In addition to CEOC, CEC owns casino-entertainment properties indirectly through CERP and CGP. CERP and CGP are licensed to use Total Rewards,, the industry-leading customer loyalty program to market promotions and generate customer play across the entire network of Caesars properties. A. Caesars Entertainment Corporation. The Sponsors acquired CEC in the 2008 LBO. On February 8, 2012, CEC conducted an initial public offering of its common stock, which now actively trades on NASDAQ under the ticker symbol "CZR." CZR. The Sponsors own or control approximately 60 percent of CEC's CEC s common stock, and thus have voting control of the company. CEC's CEC s remaining common stock is held by institutional and retail investors not affiliated with the Sponsors. As of the Petition Date, CEC has a market capitalization of $1.8 billion. B. Caesars Entertainment Resort Properties, LLC. After the 2008 LBO, CEC operated through two primary groups of wholly-owned subsidiaries: (i) CEOC and (ii) a group of six subsidiaries financed by commercial mortgagebacked securities ("CMBS"): ( CMBS ): Harrah's Harrah s Atlantic City Holding, LLC; Harrah's Harrah s Las Vegas, LLC; Harrah's Harrah s Laughlin, LLC; Flamingo Las Vegas Holding, LLC; Paris Las Vegas Holding, LLC; and Rio Properties, LLC (the "CMBS CMBS Properties"). Properties ). 16

16 Case Case :15-cv JSR Doc 4 Filed Document 01/15/ Entered Filed 01/15/15 05/10/16 01:35:13 Page 9 Desc of 20Main Document Page 17 of 48 In September 2013, CEC announced that the CMBS Properties would enter into a series of transactions to refinance their outstanding CMBS debt and reposition them as subsidiaries of CERP, a newly created direct subsidiary of CEC. As discussed more fully below, the Debtors sold certain properties to CERP to facilitate the refinancing. C. Caesars Growth Partners, LLC. CGP is a partnership that was formed by CACQ, a separate publicly traded company that was formed by the Sponsors and public investors in 2013 to raise capital for Caesars, and certain indirect subsidiaries of CEC. 9 CACQ purchased approximately 42.4 percent of the economic interest and 100 percent of the voting rights in CGP for $457.8 million in cash. CEC acquired the remaining approximate 57.6 percent economic interest (with no voting rights) in CGP in exchange for $1.1 billion in face value of Senior Unsecured Notes and all of CEC s equity in CIE. CGP was designed to be a flexible organization that could raise capital necessary to fund Caesars more capital-intensive growth projects, such as online gaming and certain properties in need of significant investment. CIE, now a CGP subsidiary, operates an online gaming business providing games on social media and mobile applications. CIE also provides certain real money games in Nevada and New Jersey, play for fun offerings in other jurisdictions, and owns the WSOP tournament and brand. As discussed below, since its formation, CGP has purchased several properties and a portion of their associated management fees from CEOC. 9 CACQ was established on October 21, 2013 and initially funded with $457.8 million in cash from the Sponsors. On November 18, 2013, CACQ closed a public rights offering, which resulted in another $700 million in funding from both non-sponsor and Sponsor investment. 17

17 Case Case :15-cv JSR Doc 4 Filed Document 01/15/ Entered Filed 01/15/15 05/10/16 01:35:13 Page 10 Desc of 20 Main Document Page 18 of 48 D. Caesars Enterprise Services, LLC. CES (often referred to as ServicesCo ) is a joint venture among the three companies which own and/or operate Caesars properties: CEOC, CERP and CGPH. Historically, CEOC and its employees managed and funded centralized corporate functions for shared services among all Caesars branded properties, such as legal, accounting, payroll, information technology and other enterprise-wide services. As the Caesars branded properties expanded since 2008, including with the formation of CACQ and CGP, which did not exist when the initial centralized service structure was put in place, there was a need to form a centralized Services Company to (i) manage centralized assets, such as certain intellectual property and the Total Rewards loyalty program, (ii) employ personnel who provide services to Caesars branded properties, and (iii) ensure proper governance and equitable allocation of costs around centralized services, including capital expenditures for shared services and the prioritization of projects. CERP and CGPH contributed the initial funding needs of CES with $42.5 million and $22.5 million in cash, in exchange for which they received 20.2 percent and 10.8 percent ownership of CES, respectively. CEOC owns the remaining 69 percent of CES. Each of CEOC, CERP and CGPH have equal 33 percent voting control over CES. CES s management and operations are governed by a steering committee, which consists of one member from each of CEOC, CERP, and CGPH. The steering committee can take action by a majority vote (subject to unanimity requirements for certain material actions) or written consent of the steering committee members. CES provides the Debtors with substantially all of their corporate, regional, and shared (with CERP, CGPH/CGP, or both) employees, as well as substantially all of their casino-level employees at the director level or above. As of the Petition Date, the majority of the 18

18 Case Case :15-cv JSR Doc 4 Filed Document 01/15/ Entered Filed 01/15/15 05/10/16 01:35:13 Page 11 Desc of 20 Main Document Page 31 of 48 new properties in Las Vegas, has made it harder for Atlantic City to attract the real high-end players.19 As a result, Atlantic City has seen several high profile casino bankruptcies in recent years." 20 Four Atlantic City casinos closed in 2014 alone,21 including the Debtors' Debtors Showboat Atlantic City property. According to the Atlantic City Gaming Industry Report, prepared by the Office of Communications, State of New Jersey Casino Control Commission, gaming revenues for Atlantic City properties have declined more than 40 percent since the 2008 LBO was agreed to, from $5.2 billion in 2006 to $2.8 billion in V. Out-of-Court Transactions. Over the past several years, Caesars has executed over 45 asset sales and capital markets transactions in an effort to restructure and manage its debt. As set forth below, the Special Governance Committee has been investigating the controversial transactions over the last six months and certain creditor groups have filed lawsuits challenging various aspects of these transactions. A. The CIE Transactions. Before 2009, CEOC indirectly owned the WSOP trademark. The trade name was used to run branded, in-person poker tournaments around the United States, with the final round held at the Rio Hotel and Casino in Las Vegas. The Rio is owned by Rio Property Holding LLC and Cinderlane Inc., non-debtor subsidiaries of CEC and CERP State of New Jersey Casino Control Comm'n, Comm n, 2010 Annual Report (2010), available at See, e.g., In re Trump Entertainment Resorts, Inc., No (KG) (Bankr. D. Del.); In re Revel AC, Inc., No (GMB) (Bankr. D.N.J.); In re Revel AC, Inc., No (JHW) (Bankr. D.N.J.). Mark Berman, Trump Plaza Closes, Making It Official: A Third of Atlantic City's City s Casinos Have Closed This Year, Wash. Post (Sept. 16, 2014),

19 Case Case :15-cv JSR Doc 4 Filed Document 01/15/ Entered Filed 01/15/15 05/10/16 01:35:13 Page 12 Desc of 20 Main Document Page 32 of 48 In 2009, CEOC sold the WSOP trademark to CIE, a new CEC subsidiary created to pursue online gaming opportunities.22 In exchange, CEOC received certain preferred shares that granted it an economic interest in CIE, and a perpetual, royalty-free right to use the WSOP trademark and intellectual property. Duff & Phelps, which was hired by the CEC Board to advise on the transaction, valued the WSOP IP and License Agreement at $15 million. It also concluded that the transaction was fair from a financial point of view to CEOC, and the terms were no less favorable to CEOC than those that would have been obtained in an arm's-length arm s-length non-affiliate transaction. In 2011, CEOC sold the right to host the WSOP-branded poker tournaments (which it owned as part of the 2009 Trademark License Agreement) to CIE for $20.5 million in cash.23 Following this transaction, CEC (through its majority ownership of CIE) controlled all aspects of the WSOP, including the trademark, the property where the WSOP tournament finals were held, and the right to host the tournament. The transaction was approved by CEC's CEC s Board. The CEC Board's Board s financial advisor, Valuation Research Corporation, provided a fairness opinion concluding, among other things, that the principal economic terms of the transaction were fair from a financial point of view to CEOC and the transaction was on terms that were no less favorable to CEOC than it could obtain in a comparable arm's-length arm s-length non-affiliate transaction. B. The CERP Transaction. In fall 2013, CEC decided to refinance the debt associated with the six CMBS properties. Without a refinancing, CEC faced an eventual default on the CMBS debt, which was set to mature in early As discussed above, in October 2013, CEC combined the six CMBS CEOC' CEOC s s rights with respect to hosting the WSOP Tournament were not transferred at this time. CEOC retained certain rights granted to it under the 2009 Trademark License Agreement: the right to maintain WSOP-branded poker rooms on its properties and to sell WSOP-branded merchandise. 32

20 Case Case :15-cv JSR Doc 4 Filed Document 01/15/ Entered Filed 01/15/15 05/10/16 01:35:13 Page 13 Desc of 20 Main Document Page 33 of 48 properties to form CERP as part of this refinancing. CEC also contributed $200 million in cash to CERP. CEOC sold to CERP the equity of Octavius Linq Intermediate Hold Co., which owned the Octavius Tower and Project Linq. In exchange, CEOC received approximately $80 million in cash and $53 million in CEOC notes for retirement, and CERP assumed $450 million of debt associated with these properties and continued to fund its then-30% share of corporate costs. These transactions closed on October 11, CEOC's CEOC s Board retained Perella Weinberg Partners ("Perella") ( Perella ) as an independent financial advisor to advise it on the CERP transaction. Following due diligence, Perella opined that the value of the consideration CEOC received was reasonably equivalent to the value of the assets CEOC transferred. C. The Growth Transaction. As a part of the series of transactions resulting in the formation of CGP in fall 2013, CGP used a portion of the capital invested through CACQ (the minority owner of CGP) to purchase from CEOC Planet Hollywood Resort & Casino in Las Vegas, CEOC's CEOC s interest in the Horseshoe Baltimore project, and 50 percent of the management fees associated with these two properties from CEOC for $360 million in cash and CGP's CGP s assumption of $513 million in debt associated with these properties. The Growth Transaction was negotiated over several months between representatives of the Sponsors and an independent Valuation Committee of CEC's CEC s Board, which was formed to estimate the fair market value of the assets and equity exchanged in the Growth Transaction. The CEC Valuation Committee engaged Morrison & Foerster LLP as counsel and Evercore Partners L.L.C. as its financial advisor. Evercore opined, among other things, that the consideration CEOC received in exchange for these assets was not less than the fair market value of such assets. The CEC Valuation Committee likewise concluded that the consideration paid 33

21 Case Case :15-cv JSR Doc 4 Filed Document 01/15/ Entered Filed 01/15/15 05/10/16 01:35:13 Page 14 Desc of 20 Main Document Page 34 of 48 for the assets represented fair market value. The Growth Transaction closed on October 21, D. The Four Properties Transaction. In March 2014, CEOC announced that it would sell to CGP four casino properties (The Quad, Bally's Bally s Las Vegas, The Cromwell, and Harrah's Harrah s New Orleans) and 50 percent of the management fees payable by each casino in exchange for approximately $2.0 billion. The final purchase price consisted of approximately $1.8 billion of cash and CGP's CGP s assumption of a $185 million credit facility used to renovate The Cromwell. The Four Properties Transaction was negotiated and unanimously recommended by special committees consisting of independent members of CEC and CACQ's CACQ s Boards of Directors. The CEC Special Committee engaged Centerview Partners and Duff & Phelps as financial advisors, and Reed Smith LLP as legal advisor. Centerview Partners opined that (1) the purchase price was fair to CEOC from a financial point of view, and (2) the purchase price was reasonably equivalent to the value of the transferred casinos plus 50% of their management fee streams. Duff & Phelps opined that the transaction was on terms that were no less favorable to CEOC than would be obtained in a comparable arm's-length arm s-length transaction with a non-affiliate. The sale of the Las Vegas properties in the Four Properties Transaction closed on May 5, The sale of Harrah's Harrah s New Orleans closed on May 20, E. The Shared Services Joint Venture. On May 20, 2014, CES was formed as a joint venture among CEOC, CERP and CGPH to provide centralized property management services and common management of enterprise-wide intellectual property. CEOC has a 69% ownership stake, and 33% of the voting rights, in CES. CERP and CGPH have a 20.2 percent and 10.8 percent ownership of CES, respectively, with 34

22 Case Case :15-cv JSR Doc 4 Filed Document 01/15/ Entered Filed 01/15/15 05/10/16 01:35:13 Page 15 Desc of 20 Main Document Page 35 of 48 each partner having a 33% vote. CEOC's CEOC s primary contribution to CES was a license to certain intellectual property, including Total Rewards.. Pursuant to CES's CES s limited liability company agreement, CEOC and CERP both transferred, or caused their respective subsidiaries to transfer, the employment of certain individuals to CES, and agreed to assign to CES all employment-related obligations associated with these employees. In addition, the Omnibus Agreement assigned to CES certain duties that CEOC and its subsidiaries historically had performed, such as duties to manage, on a reimbursable basis, the payroll and accounts payable for CEOC, CERP, and CGP and their predecessor entities. Finally, CEOC granted to CES a license to certain intellectual property, including Total Rewards,, which CES then licenses to other entities in the Caesars enterprise. The CEC Special Committee, established for the Four Properties Transaction, approved the term sheet for the Shared Services Joint Venture. The Duff & Phelps opinion for the Four Properties Transaction also covered the Shared Services Joint Venture term sheet. A CEC ad hoc committee ultimately recommended that the CEC Board approve the CES Amended and Restated Limited Liability Company Agreement, as well as the Omnibus Agreement. The CEC and CEOC Boards approved the agreements by unanimous written consents. F. The B-7 Refinancing. On May 6, 2014, CEC and CEOC announced a financing plan designed to extend CEOC's CEOC s near-term maturities and provide it with covenant relief and the stability to execute its business plan. Among other things, the plan included the following terms: Certain of the First Lien Lenders provided an additional $1.75 billion to CEOC under the First Lien Credit Agreement via the B-7 Term Loan; CEC sold 5 percent (68.1 shares) of CEOC's CEOC s outstanding common shares to institutional investors unaffiliated with CEC for $6.15 million, indicating a $123 million total equity valuation for CEOC; and 35

23 Case Case :15-cv JSR Doc 4 Filed Document 01/15/ Entered Filed 01/15/15 05/10/16 01:35:13 Page 16 Desc of 20 Main Document Page 36 of 48 the First Lien Credit Agreement was amended to: (i) relax certain financial covenants; (ii) make CEC's CEC s guarantee of the First Lien Credit Agreement obligations a guarantee of collection rather than of payment; and (iii) limit that guarantee to debt held by consenting First Lien Lenders and approximately $2.9 billion of additional indebtedness. On July 25, 2014, the B-7 Term Loan was assumed by CEOC after regulatory approvals were obtained and the First Lien Credit Agreement amendments became effective. CEOC used the proceeds of the B-7 Term Loan to retire virtually all existing debt maturing before Specifically, CEOC retired (i) 98 percent of the $ million in aggregate principal amount of 10.00% Second Priority Senior Secured Notes due 2015, (ii) 99.1 percent24 of the $792 million in aggregate principal amount of 5.625% Senior Notes due 2015, and (iii) 100 percent of the $29 million aggregate principal amount in term loans due CEC's CEC s sale of CEOC stock to unaffiliated entities resulted in the automatic release of CEC's CEC s guarantee of the Debtors' Debtors obligations under the First Lien Credit Facilities, First Lien Notes, and Second Lien Notes. As noted above, the B-7 Refmancing Refinancing also modified CEC's CEC s guarantee of the obligations under the First Lien Credit Agreement from a guarantee of payment to a capped guarantee of collection. G. The Senior Unsecured Notes Transaction. On August 22, 2014, CEC and CEOC consummated the Senior Unsecured Notes Transaction with certain holders of CEOC's CEOC s outstanding Senior Unsecured Notes, who represented $ million in aggregate principal amount of the Senior Unsecured Notes and greater than 51 percent of each series of the Senior Unsecured Notes that were then held by nonaffiliates of CEC and CEOC (the "August August Noteholders"). Noteholders ). As part of the Senior Unsecured Notes Transaction, the August Noteholders sold to CEC and CEOC an aggregate principal amount of 24 The remaining 0.9% was subsequently retired by the Debtors. 36

24 Case Case :15-cv JSR Doc 4 Filed Document 01/15/ Entered Filed 01/15/15 05/10/16 01:35:13 Page 17 Desc of 20 Main Document Page 37 of 48 approximately $89.4 million of the 6.5% Senior Unsecured Notes due 2016 and an aggregate principal amount of approximately $66 million of the 5.75% Senior Unsecured Notes due In return, CEC and CEOC each paid the August Noteholders $ million in cash, and CEOC also paid the August Noteholders accrued and unpaid interest in cash. CEC also contributed Senior Unsecured Notes in the aggregate principal amount of approximately $ million to CEOC for cancellation. Through the Senior Unsecured Notes Transaction, CEOC reduced its outstanding indebtedness by approximately $582 million. As part of the Senior Unsecured Notes Transaction, and with the consent of the August Noteholders, CEOC and the Senior Unsecured Notes Trustee entered into supplemental Senior Unsecured Notes Indentures to remove provisions relating to CEC's CEC s guarantee of the Senior Unsecured Notes and to modify the covenant restricting disposition of "substantially substantially all" all of CEOC's CEOC s assets so that future asset sales would be measured against CEOC's CEOC s assets as of the date of the supplemental indentures (the "August August 2014 Indenture Amendments"). Amendments ). In addition, with the consent of the August Noteholders, CEOC and the Senior Unsecured Notes Trustee amended the Senior Unsecured Notes Indentures to modify a ratable amount of the approximately $82.4 million face amount of the 6.5% Senior Unsecured Notes and 5.75% Senior Unsecured Notes held by the August Noteholders (the "Amended Amended Senior Unsecured Notes") Notes ) to include provisions that holders of those two series of the Amended Senior Unsecured Notes will be deemed to consent to any restructuring of the Senior Unsecured Notes (including the Amended Senior Unsecured Notes) that has been consented to by holders of at least 10 percent of the outstanding 6.5% Senior Unsecured Notes and 5.75% Senior Unsecured Notes, as applicable. The August 2014 Indenture Amendments and the Amended Senior Unsecured Notes 37

25 Case Case :15-cv JSR Doc 4 Filed Document 01/15/ Entered Filed 01/15/15 05/10/16 01:35:13 Page 18 Desc of 20 Main Document Page 38 of 48 were effective as of August 22, 2014, the closing date of the Senior Unsecured Notes Transaction. H. Recent and Impending Property Closures. The Debtors have considered other options to reduce overhead and improve cash flows. In particular, the Debtors conducted a comprehensive review of their property portfolio to identify their weakest performing casino properties, especially those in markets that are oversupplied with gaming options. As a result of this review, the Debtors have closed two U.S. properties in 2014: Harrah's Harrah s Tunica, which was closed on June 2, 2014 and Showboat Atlantic City, which was closed on August 31, Subsequently, the Debtors sold the Showboat Atlantic City property to a New Jersey public university in a transaction that closed on December 12, In addition, the Debtors are ceasing their greyhound racing activities at the Horseshoe Council Bluffs casino in Council Bluffs, Iowa, effective December 31, VI. Independent Investigation, Disputes with Creditors, and Negotiation of the RSA. A. Special Governance Committee Investigation. On June 27, 2014, the Debtors appointed Steve Winograd, Managing Director of BMO Capital Markets, and Ronen Stauber, Managing Director of Jenro Capital, LLC, as independent directors of CEOC. Winograd and Stauber are each disinterested directors who are not beholden to CEC, its affiliates other than CEOC, or the Sponsors. They have no current material ties to CEC, its affiliates other than CEOC, or the Sponsors that would compromise their impartiality, and their compensation as directors of CEOC is not contingent upon taking or approving any particular action. The CEOC Board of Directors formed the Special Governance Committee, comprising Winograd and Stauber. The Special Governance Committee was tasked with conducting an independent investigation into potential claims the Debtors and/or their creditors may have 38

26 Case Case :15-cv JSR Doc 4 Filed Document 01/15/ Entered Filed 01/15/15 05/10/16 01:35:13 Page 19 Desc of 20 Main Document Page 44 of 48 $1.45 billion in cash in support of the restructuring: $700 million to offer to purchase up to 100 percent of the equity in OpCo from creditors; $269 million to offer to purchase up to 15 percent of the equity in PropCo; $406 million to fund liquidity, cash recoveries to creditors, and a forbearance fee related to the RSA; and a guarantee of up to an additional $75 million of cash, which can be drawn by CEOC under certain circumstances. CEC also will guarantee OpCo's OpCo s monetary obligations under the master leases (up to $635 million per year), which will help facilitate the creation of the valuable REIT structure. Further, the releases encompassed in the RSA which are an important inducement for CEC's CEC s contributions remain subject to the Special Governance Committee's Committee s ongoing investigation. The transactions proposed by the RSA generally provide for the following treatments to holders of claims against and interests in the Debtors: First Lien Lenders will receive approximately a 100 percent recovery through a mix of cash, first and second lien OpCo debt, first lien PropCo debt, and either additional cash or mezzanine Caesars Palace Las Vegas ("CPLV") ( CPLV ) debt (depending on whether the CPLV debt is financed for cash); First Lien Noteholders will (i) receive approximately a 92 percent recovery through a mix of cash, first and second lien OpCo debt, first and second lien PropCo debt, either additional cash or mezzanine CPLV debt (depending on whether the CPLV debt is financed for cash), PropCo equity, and OpCo equity, (ii) have the right to "put" put to CEC and First Lien Noteholders who elect to backstop (in exchange for cash at "plan" plan value) up to 14.8 percent of their PropCo equity and 100 percent of their OpCo equity, and (iii) have the right to purchase at least 50 percent of preferred PropCo equity; Non-First Lien Noteholders will receive either (i) if the class or classes of non-first Lien Noteholders votes to accept the plan, 30.1 percent of the PropCo equity, plus the right to purchase for cash at "plan" plan value up to an additional 65% of the PropCo equity or (ii) if the class or classes of non-first Lien Noteholders reject the plan, 17.5 percent of the PropCo equity; and Critical trade vendors will be paid in full, and the treatment of other general unsecured creditors will be agreed-to by the parties. 44

27 Case Case :15-cv JSR Doc 4 Filed Document 01/15/ Entered Filed 01/15/15 05/10/16 01:35:13 Page 20 Desc of 20 Main Document Page 48 of 48 for all stakeholders. The Debtors are in the best, most informed, position to garner broader consensus around the proposed RSA framework and intend to shepherd these cases to a successful conclusion. Dated: January 15, 2015 Chicago, Illinois /s/ David R. Seligman, P.C. James H.M. Sprayregen, P.C. David R. Seligman, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois Telephone: (312) Facsimile: (312) and - Paul M. Basta, P.C. Nicole L. Greenblatt KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York Telephone: (212) Facsimile: (212) Proposed Counsel to the Debtors and Debtors in Possession 48

28 Case 1:15-cv JSR Document Filed 05/10/16 Page 1 of 11 Exhibit 5 Excerpts and Highlights from Notice of Filing of the Disclosure Statement for the Debtors Second Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code, In re Caesars Entertainment Operating Company, Inc., et al., Case No (ABG) [Bankr. N.D. Ill., ECF 3484] (the Disclosure Statement )

29 Case Case 1:15-cv JSR Doc 3484 Filed Document 04/04/ Entered Filed 04/04/16 05/10/16 23:43:44 Page 2 of Desc 11 Main Document Page 1 of 2 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION ) In re: ) Chapter 11 ) CAESARS ENTERTAINMENT OPERATING ) Case No (ABG) COMPANY, INC., et a1.,1 al., 1 ) ) Debtors. ) (Jointly Administered) ) NOTICE OF FILING OF THE DISCLOSURE STATEMENT FOR THE DEBTORS' DEBTORS SECOND AMENDED JOINT PLAN OF REORGANIZATION PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE PLEASE TAKE FURTHER NOTICE that on October 7, 2015, the Debtors filed the Disclosure Statement for the Debtors' Debtors First Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the "Disclosure Disclosure Statement ) Statement") [Docket No. 2403] with the United States Bankruptcy Court for the Northern District of Illinois (the "Court"). Court ). PLEASE TAKE FURTHER NOTICE that the Debtors hereby file the Disclosure Statement for the Debtors' Debtors Second Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the "Amended Amended Disclosure Statement ). Statement"). A copy of the Amended Disclosure Statement is attached hereto as Exhibit 1. PLEASE TAKE FURTHER NOTICE that to facilitate the Debtors' Debtors pending mediation process, and at the request of several parties to the mediation and at the strong recommendation of the mediator, the Debtors have agreed to temporarily file the Debtors' Debtors Second Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the "Amended Amended Plan") Plan ) and the Amended Disclosure Statement with certain numbers, values, and exhibits omitted. The Debtors expressly reserve the right to update these documents with the omitted information at any time in their sole discretion and will provide sufficient notice of any changes in advance of the Disclosure Statement Hearing scheduled for May 9, PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit 2 is a redline of the Amended Disclosure Statement reflecting cumulative changes from the Disclosure Statement. PLEASE TAKE FURTHER NOTICE that copies of the Amended Disclosure Statement, Amended Plan, and all documents filed in these chapter 11 cases are available free of charge by visiting or by calling (855) within the 1 A complete list of the Debtors and the last four digits of their federal tax identification numbers may be obtained at KE

30 Case Case 1:15-cv JSR Doc 3484 Filed Document 04/04/ Entered Filed 04/04/16 05/10/16 23:43:44 Page 3 of Desc 11 Main Document Page 2 of 2 United States or Canada or, outside of the United States or Canada, by calling +1 (646) You may also obtain copies of any pleadings by visiting the Court's Court s website at in accordance with the procedures and fees set forth therein. Dated: April 4, 2016 Chicago, Illinois /s/ David R. Seligman, P.C. James H.M. Sprayregen, P.C. David R. Seligman, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois Telephone: (312) Facsimile Facsimile: (312) and - Paul M. Basta, P.C. Nicole L. Greenblatt, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York Telephone: (212) Facsimile Facsimile: (212) Counsel to the Debtors and Debtors in Possession KE

31 Case Case :15-cv JSR Doc Document Filed 04/04/ Entered Filed 05/10/16 04/04/16 Page 23:43:44 4 of 11Desc Exhibit 1 - Amended Disclosure Statement Page 1 of 294 Exhibit 1 Amended Disclosure Statement KE

32 Case Case :15-cv JSR Doc Document Filed 04/04/ Entered Filed 05/10/16 04/04/16 Page 23:43:44 5 of 11Desc Exhibit 1 - Amended Disclosure Statement Page 2 of 294 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION ) ) CAESARS ENTERTAINMENT OPERATING ) Case No (ABG) COMPANY, INC., et al.' ) ) Debtors. ) (Jointly Administered) ) In re: ) Chapter 11 DISCLOSURE STATEMENT FOR THE DEBTORS' DEBTORS SECOND AMENDED JOINT PLAN OF REORGANIZATION PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE THIS IS NOT A SOLICITATION OF AN ACCEPTANCE OR REJECTION OF THE PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ACCEPTANCES OR REJECTIONS OF THE PLAN MAY NOT BE SOLICITED UNTIL A DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY COURT. THIS DRAFT DISCLOSURE STATEMENT HAS NOT BEEN APPROVED BY THE BANKRUPTCY COURT James H.M. Sprayregen, P.C. Paul M. Basta, P.C. David R. Seligman, P.C. Nicole L. Greenblatt, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle 601 Lexington Avenue Chicago, Illinois New York, New York Telephone: (312) Telephone: (212) Facsimile: (312) Facsimile: (212) Counsel to the Debtors and Debtors in Possession Dated: April 4, 2016 To facilitate the Debtors' Debtors pending mediation process, and at the request of several parties to the mediation and at the strong recommendation of the Mediator, the Debtors have agreed to temporarily file the Plan and Disclosure Statement with certain numbers, values, and exhibits omitted. The Debtors expressly reserve the right to update these documents with the omitted information at any time in their sole discretion and will provide sufficient notice of any changes in advance of the Disclosure Statement Hearing scheduled for May 9, A complete list of the Debtors and the last four digits of their federal tax identification numbers may be obtained at

33 Case Case :15-cv JSR Doc Document Filed 04/04/ Entered Filed 05/10/16 04/04/16 Page 23:43:44 6 of 11Desc Exhibit 1 - Amended Disclosure Statement Page 6 of 294 TABLE OF CONTENTS ARTICLE I. EXECUTIVE SUMMARY... 1 A. Introduction... 1 B. Development of the Debtors Proposed Plan... 1 C. Plan Overview... 4 D. Creditor Recoveries... 7 E. Plan Contingencies F. Marketing Process G. Recommendation ARTICLE II. BACKGROUND TO THE CHAPTER 11 CASES A. The Debtors Businesses B. The Debtors Corporate Structure, Parent, and Affiliates C. Management of the Debtors D. The Debtors Capital Structure ARTICLE III. EVENTS LEADING TO THE CHAPTER 11 FILINGS A. Economic Challenges B. Certain Prepetition Challenged Transactions C. Recent and Impending Property Closures D. Litigation Regarding Challenged Transactions and CEC s Guarantees E. Prepetition Restructuring Negotiations and Prepetition RSA F. Proposed Merger of CEC and CAC G. The Debtors Financial Outlook and Business Strategy Going Forward ARTICLE IV. MATERIAL EVENTS OF THE CHAPTER 11 CASES A. Involuntary Chapter 11 Proceedings B. First Day Pleadings and Certain Related Relief C. Appointment of Official Committees D. Special Governance Committee Investigation E. The Examiner F. Development of the Proposed Restructuring and Plan G. Marketing Process H. Exclusivity I. Mediation J. The Lien Standing Challenges K. The 1111(b) Claim Objections L. Claims Bar Date and the Claims Objection Process M. Deferred Compensation Plan Issues N. Adversary Proceedings and Contested Matters O. Other Pending Litigation Proceedings P. Monetizing the Former Harrah s Tunica Property Q. Workload Bonus Program R. Rejection and Assumption of Executory Contracts and Unexpired Leases S. Postpetition Letter of Credit Facility T. Debtors Monthly Operating Reports Page

34 Case Case :15-cv JSR Doc Document Filed 04/04/ Entered Filed 05/10/16 04/04/16 Page 23:43:44 7 of 11Desc Exhibit 1 - Amended Disclosure Statement Page 7 of 294 ARTICLE V. SUMMARY OF THE PLAN A. Proposed Treatment of Each Class of Claims and Interests B. Proposed Distributions to Holders of Allowed Claims and Interests C. Timing and Calculation of Amounts to Be Distributed D. Process for Dealing with Disputed Claims E. The Separation Structure F. Sources of Recovery G. Shared Services H. Master Lease Agreements I. Management and Lease Support Agreements J. Transition Services Agreement K. Corporate Governance L. Right of First Refusal Agreement M. PropCo Call Right Agreement N. The Bank Guaranty Settlement O. General Settlement and Discharge of Claims, Interests, Causes of Action, and Controversies P. The Debtor Release, Third-Party Release, Exculpation, and Injunction Q. Retention of Causes of Action R. Treatment of Executory Contracts and Unexpired Leases ARTICLE VI. SOLICITATION AND VOTING PROCEDURES A. Solicitation Packages B. Voting Rights C. Voting Procedures D. Ballots and Master Ballots Not Counted ARTICLE VII. FIRST LIEN NOTEHOLDER ELECTIONS AND PROCEDURES A. First Lien Noteholder Elections Overview B. Procedures for Exercising First Lien Noteholder Elections C. First Lien Noteholder Elections Form Not Timely Received D. Transfer Restrictions E. Disputes, Defects, and Irregularities F. Reservation of Rights G. Inquiries and Transmittal of Documents ARTICLE VIII. CONFIRMATION OF THE PLAN A. Confirmation Hearing B. Requirements for Confirmation of the Plan C. Acceptance by Impaired Classes D. Confirmation without Acceptance by All Impaired Classes ARTICLE IX. RISK FACTORS A. Certain Bankruptcy Law Considerations B. Risk Factor Regarding the Proposed Merger Between CEC and CAC C. Risk Factors and Considerations Regarding the Companies Businesses and Operations D. Risk Factors and Considerations Regarding PropCo s, CPLV Sub s, and the REIT s Businesses and Operations E. Risk Factors and Considerations Regarding the Companies Financial Condition

35 Case Case :15-cv JSR Doc Document Filed 04/04/ Entered Filed 05/10/16 04/04/16 Page 23:43:44 8 of 11Desc Exhibit 1 - Amended Disclosure Statement Page 8 of 294 F. Risk Factors and Considerations Regarding the Separation of the Debtors into OpCo, PropCo, and the REIT G. Risk Factors and Considerations Regarding the Status of the REIT as a Real Estate Investment Trust H. Risks Relating to the New Debt I. Risks Relating to Equity Securities Under the Plan J. Risks Related to the Marketing Process K. Disclosure Statement Disclaimer L. Liquidation Under Chapter ARTICLE X. CERTAIN SECURITIES LAW MATTERS A. Issuance of Securities under the Plan Pursuant to the Plan: B. Subsequent Transfers of Securities Issued under the Plan ARTICLE XI. CERTAIN UNITED STATES INCOME TAX CONSEQUENCES OF THE PLAN A. Introduction B. Certain Federal Income Tax Consequences of the Plan to the Debtors C. Certain Federal Income Tax Consequences of the Plan to U.S. Holders of Allowed Claims and Interests D. Certain Federal Income Tax Consequences of the Plan to Non-U.S. Holders of Allowed Claims and Interests E. Certain REIT Tax Considerations, Including Certain Dividend Requirements F. Tax Aspects of REITCo s Ownership of PropCo G. Ownership and Disposition of the PropCo LP Interests H. Ownership and Disposition of New CEC Common Equity and New CEC Convertible Notes I. Ownership and Disposition of of New CEC Convertible Notes and Conversion of New CEC Convertible Notes Into New CEC Common Equity J. Constructive Distributions to Holders of New CEC Common Equity and New CEC Convertible Notes K. Withholding and Reporting

36 Case Case :15-cv JSR Doc Document Filed 04/04/ Entered Filed 05/10/16 04/04/16 Page 23:43:44 9 of 11Desc Exhibit 1 - Amended Disclosure Statement Page 9 of 294 EXHIBITS EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F EXHIBIT G EXHIBIT H EXHIBIT I Debtors Second Amended Joint Plan of Reorganization Corporate Structure of the Debtors and Certain Non-Debtor Affiliates as of the Petition Date Contribution Analysis [TO COME] Liquidation Analysis [TO COME] Financial Projections [TO COME] Valuation Analysis [TO COME] Debtors Consolidated Annual Financial Statements Examiner Report Introduction and Executive Summary Standalone Plan Analysis To facilitate the Debtors pending mediation process, and at the request of several parties to the mediation and at the strong recommendation of the Mediator, the Debtors have agreed to temporarily file the Plan and Disclosure Statement with certain numbers, values, and exhibits omitted. The Debtors expressly reserve the right to update these documents with the omitted information at any time in their sole discretion and will provide sufficient notice of any changes in advance of the Disclosure Statement Hearing scheduled for May 9,

37 Case Case :15-cv JSR Doc Document Filed 04/04/ Entered Filed 05/10/16 04/04/16 Page 23:43:44 10 of 11 Desc Exhibit 1 - Amended Disclosure Statement Page 27 of 294 Name Kelvin Davis Gary Loveman David Sambur Ronen Stauber Steven Winograd Biography Mr. Davis became a member of the CEOC Board of Directors in June 2014 and has been a director of CEC since January Mr. Davis is a TPG Senior Partner and Head of TPG s TPG's North American Buyouts Group, incorporating investments in all non-technology industry sectors. He also leads TPG's TPG s Real Estate investing activities. Prior to joining TPG in 2000, Mr. Davis was President and Chief Operating Officer of Colony Capital, Inc., a private international real estate-related investment firm which he co-founded in He holds a bachelor's bachelor s degree from Stanford University and an M.B.A. from Harvard University. Mr. Davis currently serves on the boards of directors of AV Homes, Inc., Northwest Investments, LLC (which is an affiliate of ST Residential), Parkway Properties, Inc., Taylor Morrison Home Corporation, Univision Communications, Inc., and Catellus Development Corporation. He is a member of the Executive Committee and Human Resources Committee. Mr. Loveman is Chairman of the CEOC Board of Directors, and has also been the Chairman of the Board of CEC since January 1, Until recently, Mr. Loveman was Chief Executive Officer of Caesars Entertainment, a position he had held since January 2003, and was formerly President of Caesars Entertainment since April He has over 15 years of experience in retail marketing and service management, and he previously served as an associate professor at the Harvard University Graduate School of Business. He holds a bachelor's bachelor s degree from Wesleyan University and a Ph.D. in Economics from the Massachusetts Institute of Technology. Mr. Loveman also serves as a director of Coach, Inc. and FedEx Corporation. Mr. Sambur became a member of the CEOC Board of Directors in June 2014 and has been a director of CEC since November Mr. Sambur is a Partner of Apollo Global Management, having joined in Mr. Sambur has experience in financing, fmancing, analyzing, investing in, and/or advising public and private companies and their boards of directors. Prior to joining Apollo, Mr. Sambur was a member of the Leveraged Finance Group of Salomon Smith Barney Inc. Mr. Sambur serves on the board of directors of Verso Paper Corp., CEC, CAC, Momentive Performance Materials Holdings, Momentive Specialty Chemical, Inc., and AP Gaming Holdco, Inc. Mr. Sambur graduated summa cum laude and Phi Beta Kappa from Emory University with a BA in Economics. Mr. Sambur is a member of CEOC s CEOC's Restructuring Committee. Mr. Stauber became a member of the CEOC Board of Directors in June He leads the day-to-day activities of Jenro Capital, which provides transaction and consulting services to corporations, private equity firms, and family investment offices. From 1997 to 2006, he was an executive with Cendant Corporation. While at Cendant, Mr. Stauber served as president and Chief Executive Officer of Cendant Corporation's Corporation s Consumer Travel, International Markets business unit, as well as Chief Operating Officer of Gullivers Travel Associates. Mr. Stauber previously led Cendant's Cendant s strategic development efforts. Mr. Stauber is a member of CEOC's CEOC s Special Governance Committee and Restructuring Committee. Mr. Winograd became a member of the CEOC Board of Directors in June 2014 and serves as a member of the Special Governance Committee and the Restructuring Committee. Since September 2015, Mr. Winograd has been a Managing Director of PennantPark Investment Advisers, a direct lender to, and co-investor in, middle market companies which are, in many cases, affiliated with private equity firms. PennantPark provides financing and invests across a company's company s entire capital structure, including senior and junior debt, preferred stock and common equity co-investments. Mr. Winograd's Winograd s responsibilities at PennantPark include originating, structuring and managing new investments, assisting with the firm s firm's fund raising efforts, and working to broaden and deepen its relationships and visibility with private equity firms, intermediaries, and 18

38 Case Case :15-cv JSR Doc Document Filed 04/04/ Entered Filed 05/10/16 04/04/16 Page 23:43:44 11 of 11 Desc Exhibit 1 - Amended Disclosure Statement Page 28 of 294 Name Biography management teams. Prior to joining PennantPark, since August 2011, he had been a managing director in the Financial Sponsors Group of the Investment & Corporate Banking division of BMO Capital Markets, where he was responsible for managing relationships with a number of large-cap and mid-cap private equity clients and their portfolio companies. Prior to joining BMO Capital Markets, from 2004 through 2011, Mr. Winograd was a Managing Director in the Financial Sponsors Group of Men-ill Merrill Lynch, which was acquired by Bank of America in Prior to joining Men-ill Merrill Lynch, Mr. Winograd held senior level positions at a number of other investment banking firms including Deutsche Bank, Bear Sterns, and Drexel Burnham. Mr. Winograd also spent two years as a General Partner of The Blackstone Group where he was involved in investing the firm's firm s private equity fund, as well as two years as a Managing Director of the Argosy Group, a restructuring advisory firm. During over 33 years as an investment banker, Mr. Winograd has completed numerous transactions for a wide variety of public and private companies including mergers and acquisitions, debt and equity financings, and restructurings. Mr. Winograd received a BA from Wesleyan University and an MBA from the Columbia University Graduate School of Business, where he was elected to the Beta Gamma Sigma Honors Society. 2. Executive Officers Set forth below are the senior executive officers of CEOC as of the date of this Disclosure Statement and each officer s officer's position within CEOC. Name John Payne Mary Elizabeth Higgins Timothy Lambert Biography Mr. Payne is President and Chief Executive Officer of CEOC. Mr. Payne joined CEC nearly 19 years ago as a President's President s Associate. Most recently, he served as President, Central Markets & Partnership Development for Caesars Entertainment. Prior to this role, Mr. Payne was President of Enterprise Shared Services from July 2011 to May Previously, he was Central Division President. Mr. Payne has held general manager roles of several properties, including Harrah's Harrah s New Orleans. Ms. Higgins is Chief Financial Officer of CEOC. Ms. Higgins joined CEOC from Global Cash Access Inc., where she served as Chief Financial Officer and Executive Vice President from September 2010 to March 2014 and was responsible for all facets of financial management, including financial fmancial controls and reporting, taxation, financial fmancial planning, treasury, and investor relations. Prior to this, Ms. Higgins held the Chief Financial Officer role at Herbst Gaming Inc. and Camco Inc., successively. She holds a bachelor's bachelor s degree in international relations from the University of Southern California and an MBA in finance from Memphis State University. Mr. Lambert is General Counsel of CEOC. Mr. Lambert joined Empress Entertainment, a predecessor of CEC, in He was most recently Vice President and Chief Counsel Regional Operations, Regulatory & Compliance for Caesars Entertainment, and continues to retain this position after his appointment as General Counsel. Mr. Lambert graduated Cum Laude from Illinois Wesleyan University with a bachelor's bachelor s degree in business administration, and received his law degree from the University of Illinois College of Law, where he graduated Magna Cum Laude. 19

39 Case 1:15-cv JSR Document Filed 05/10/16 Page 1 of 3 Exhibit 6 Michael Cohen LinkedIn Profile (the M. Cohen Profile )

40 5/5/2016 Michael Cohen LinkedIn Page 1 of 2 Case 1:15-cv JSR Document Filed 05/10/16 Page 2 of 3 What is LinkedIn? Join Today Sign In Michael Cohen Senior Vice President, Corporate Development, General Counsel and Corporate Secretary at Caesars Acquisition Company Las Vegas, Nevada Gambling & Casinos 401 connections Find a different Michael Cohen First Name Last Name Example: Michael Cohen Current Previous Education Caesars Acquisition Company Caesars Entertainment Corporation, Latham & Watkins Northwestern University School of Law Join LinkedIn and access Michael s full profile. It s free! As a LinkedIn member, you ll join 400 million other professionals who are sharing connections, ideas, and opportunities. See who you know in common Get introduced Contact Michael directly Michael Cohen EVP & Special Counsel to Donald J. Trump at The Trump Organization United States Mike Cohen General Manager - Hampton Inn Parsippany United States Michael Cohen Head of Energy Commodities Research at Barclays United States Michael Scott Cohen United States Michael Cohen Chief Financial Officer at Birchbox United States More professionals named Michael Cohen Experience Senior Vice President, Corporate Development, General Counsel and Corporate Secretary Caesars Acquisition Company April 2014 Present (2 years 2 months) Acts as the chief legal officer for a publilcly traded (Nasdaq: CACQ) gaming company. Caesars Acquisition Company is the managing member of Caesars Growth Partners, LLC, which owns/controls 6 casinos in 3 states. Also serve as the General Counsel of Caesars Interactive Entertainment, Inc. which operates the World Series of Poker tournament, online gaming sites in Nevada and New Jersey and a mobile and social games business. People Also Viewed Dave Zerhusen Senior Vice President and Chief Litigation Counsel at Caesars Entertainment Corporation Pierre Cadena Vice President, Corporate Development at Caesars Interactive Entertainment, Inc. Lora Picini Chief Counsel, Regional Operations at Caesars Entertainment Corporation Elizabeth Nelson SVP & Chief Counsel, Operations at Caesars Entertainment Corporation Senior Vice President, Deputy General Counsel and Corporate Secretary Caesars Entertainment Corporation February 2006 April 2014 (8 years 3 months) Las Vegas, Nevada Area Deputy General Counsel for a large, multinational legal department with over 70 members. Lead inhouse corporate counsel, directing mergers and acquisitions, corporate finance, SEC reporting, debt/securities, executive compensation, and corporate governance matters. Serve in several executive non-legal roles. General Counsel to the company s interactive subsidiary, Caesars Interactive Entertainment, Inc. Advise Board of Directors on corporate governance matters. Associate Latham & Watkins September 1999 February 2006 (6 years 6 months) Tim Lambert Senior Vice President & General Counsel at Caesars Entertainment Operating Company, Inc. Scott Wiegand Senior Vice President, Deputy General Counsel & Corporate Secretary John Wilson Vice President and Chief Counsel, Intellectual Property at Caesars Entertainment Corporation Amie Sabo Chief Counsel, Hospitality Development at Caesars Entertainment Christine Sommella Worked within the Corporate Department, providing advice in Mergers & Acquisitions, Corporate Governance and Debt Transactions. Member of Associates Commmittee

41 5/5/2016 Michael Cohen LinkedIn Page 2 of 2 Case 1:15-cv JSR Document Filed 05/10/16 Page 3 of 3 Skills What is LinkedIn? Join Today Sign In Gaming Law Mergers Corporate Governance Corporate Law SEC filings Intellectual Property Legal Research Due Diligence Licensing Commercial Litigation Corporate Finance Litigation Employment Law Restructuring Executive Management See 6+ Education Inter IKEA Systems B.V Northwestern University School of Law JD, Law University of Wisconsin-Madison BBA, Accounting and Finance Groups International Associa Casino Jobs Internat Wisconsin Alumni (O C5 Expert Speakers Global Gaming Busi View Michael s full profile to... See who you know in common Get introduced Contact Michael directly Not the Michael you re looking for? View more LinkedIn member directory: a b c d e f g h i j k l m n o p q r s t u v w x y z more Browse members by country 2016 User Agreement Privacy Policy Community Guidelines Cookie Policy Copyright Policy Unsubscribe

42 Case 1:15-cv JSR Document Filed 05/10/16 Page 1 of 10 Exhibit 8 Highlighted CEC Current Report (SEC Form 8-K) for the Period Ending May 30, 2014 (filed June 27, 2014) (the June K )

43 Case 1:15-cv JSR Document Filed 05/10/16 Page 2 of 10 CAESARS ENTERTAINMENT CORP FORM 8-K (Current report filing) Filed 06/27/14 for the Period Ending 05/30/14 Address ONE CAESARS PALACE DRIVE LAS VEGAS, NV Telephone CIK Symbol CZR SIC Code Hotels and Motels Industry Casinos & Gaming Sector Services Fiscal Year 12/31 Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

44 Case 1:15-cv JSR Document Filed 05/10/16 Page 3 of 10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 27, 2014 (May 30, 2014) Date of Report (Date of earliest event reported) Caesars Entertainment Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) (Commission (IRS Employer File Number) Identification Number) One Caesars Palace Drive Las Vegas, Nevada (Address of principal executive offices) (Zip Code) (702) (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 ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

45 Item 7.01 Case 1:15-cv JSR Document Filed 05/10/16 Page 4 of 10 Regulation FD Disclosure. On June 27, 2014, Caesars Entertainment Corporation ( CEC ) issued a press release announcing the closing of Showboat Atlantic City. A copy of the press release is furnished as Exhibit The information set forth in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act ), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of CEC s filings under the Securities Act of 1933, as amended, or the Exchange Act 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. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD. Item 8.01 Other Events. CEOC Director Appointments On June 27, 2014, subject to required regulatory approvals, Caesars Entertainment Operating Company, Inc. s ( CEOC ) Board of Directors (the CEOC Board ) elected David Bonderman, Kelvin Davis, Marc Rowan, David Sambur, Ronen Stauber and Steven Winograd to serve as members of the CEOC Board. Each of Messrs. Bonderman, Davis, Rowan and Sambur (collectively, the CEC Board Members ) is a member of CEC s Board of Directors (the CEC Board ), which owns a majority of CEOC s outstanding common stock. Interested parties should refer to Certain Relationships and Related Party Transactions in CEC s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 15, 2014, for more information regarding certain transactions between CEC and the CEC Board Members. On June 27, 2014, in connection with the appointment of Messrs. Bonderman, Davis, Rowan, Sambur, Stauber and Winograd to the CEOC Board, Eric Hession resigned from the CEOC Board effective upon the effectiveness of the appointment of the new directors. CEOC 2014 Performance Incentive Plan On May 30, 2014, the members of the Human Resources Committee (the Committee ) of the CEC Board authorized the CEOC Board to adopt the 2014 Performance Incentive Plan (the CEOC PIP ), and, also on such date, the CEOC Board adopted the CEOC PIP. Subject to adjustments in connection with certain changes in capitalization, the maximum number of shares of common stock of CEOC, par value $0.01 per share (the CEOC Common Stock ), that may be delivered by CEOC pursuant to awards under the CEOC PIP is 86,936 (the Share Limit ). On May 30, 2014, CEOC granted a number of fully vested, nonforfeitable shares of CEOC Common Stock to various individuals (including directors and officers of CEOC and various employees), in the aggregate, equal to the Share Limit.

46 Case 1:15-cv JSR Document Filed 05/10/16 Page 5 of 10 Notice of Automatic Release of CEC s Guarantee On May 5, 2014, CEOC ceased to be a wholly owned subsidiary of CEC, as a result of which CEC s guarantee of CEOC s outstanding secured and unsecured notes was automatically released in accordance with the terms of the indentures governing the applicable notes. Please refer to CEC s and CEOC s Current Report on Form 8-K filed on May 6, 2014 for additional details. CEOC has provided notice to the trustees of its outstanding senior secured notes, second-priority senior secured notes, 10.75% senior notes due 2016 and 10.75% / 11.5% senior toggle notes due 2018 that CEOC elected to effect the automatic release of CEC s guarantee of each such series of notes for the additional reason that the guarantee of other notes specified in the applicable indentures had been released. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are being furnished herewith: Exhibit No. Description 99.1 Text of press release, dated June 27, 2014

47 Case 1:15-cv JSR Document Filed 05/10/16 Page 6 of 10 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: June 27, 2014 By: /s/ Scott E. Wiegand Name: Scott E. Wiegand Title: Senior Vice President, Deputy General Counsel and Corporate Secretary

48 Exhibit No. Description Case 1:15-cv JSR Document Filed 05/10/16 Page 7 of Text of press release, dated June 27, 2014 EXHIBIT INDEX

49 Case 1:15-cv JSR Document Filed 05/10/16 Page 8 of 10 Exhibit 99.1 Gary Thompson Media Caesars Entertainment (702) Jennifer Chen Investors Caesars Entertainment (702) Caesars Entertainment Announces Closure of Showboat Atlantic City LAS VEGAS, June 27, 2014 Caesars Entertainment Corporation today announced it will close Showboat Atlantic City effective August 31, The difficult decision to close the property follows persistent declines in business levels in the area exacerbated by the high property-tax burden in Atlantic City. While we regret the impact that this decision will have on our Showboat associates, we believe this is a necessary step to help stabilize our business in Atlantic City and support the viability of our remaining operations in the vicinity, said Gary Loveman, chairman and chief executive officer of Caesars Entertainment. Since 2006, revenue in Atlantic City has declined by more than $3 billion and competition in the city has increased. The dynamic in Atlantic City has led us to the difficult but necessary decision to close Showboat in an effort to help stabilize our business there and support the viability of our remaining operations in the vicinity. We sincerely appreciate the service, dedication and professionalism shown by the employees of the Showboat over the years to provide our customers with incredible experiences. Caesars Entertainment is offering assistance to Showboat employees displaced by this decision, including providing preference for available positions at the three remaining Caesars-affiliated Atlantic City properties as well as sister properties in the region and across the enterprise and other transitional resources. Caesars remains the largest operator in Atlantic City and will continue efforts already underway to help revitalize and transform the area. Caesars is developing a new, state-of-the- art meetings facility adjacent to Harrah s Atlantic City and is pursuing other opportunities to stimulate new visitation and growth, including recently overhauling the gaming floor at Bally s and investing in new dining options throughout the company s Atlantic City footprint. The company has not yet determined what will become of the property and land. It intends to collaborate with city and state officials as it evaluates alternative uses. Showboat will remain fully operational until its closure and will honor all room reservations and events until that that time. Customers with reservations after August 31, 2014 will receive assistance in finding alternate accommodations. Caesars Entertainment acquired Showboat Atlantic City by purchasing Showboat Inc., in June 1998.

50 About Caesars Entertainment: Case 1:15-cv JSR Document Filed 05/10/16 Page 9 of 10 Caesars is the world s most geographically diversified casino-entertainment company. Since its beginning in Reno, Nevada, more than 75 years ago, Caesars has grown through development of new resorts, expansions and acquisitions, and now operates casinos on three continents. The company s resorts operate primarily under the Caesars, Harrah s and Horseshoe brand names. Caesars 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 is committed to environmental sustainability and energy conservation and recognizes the importance of being a responsible steward of the environment. Forward-Looking Statements This release contains or may contain forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of These statements can be identified by the fact that they do not relate strictly to historical or current facts. Caesars has based these forward-looking statements on its current expectations about future events. Further, statements that include words such as may, will, project, might, expect, believe, anticipate, intend, could, would, estimate, continue, present, preserve, or pursue, or the negative of these words or other words or expressions of similar meaning may identify forwardlooking statements. These forward-looking statements are found at various places throughout this release. These forward-looking statements, including, without limitation, those relating to future actions, new projects, strategies, future performance, the outcome of contingencies such as legal proceedings, and future financial results, wherever they occur in this release, are necessarily estimates reflecting the best judgment of Caesars management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include without limitation: access to available and reasonable financing on a timely basis, including the new incremental term loan CEOC is seeking under its credit agreement (and related repayment of 2015 maturities) and amendment to CEOC s credit agreement and related Caesars guarantee of CEOC s credit agreement, which may not be consummated on the terms contemplated or at all; the assertion and outcome of litigation or other claims that may be brought against Caesars by creditors of CEOC, some of whom have notified Caesars of their objection to various transactions undertaken by Caesars and its subsidiaries in 2013 and 2014; the impact of Caesars substantial indebtedness and the restrictions in Caesars debt agreements; the effects of local and national economic, credit and capital market conditions on the economy in general, and on the gaming industry in particular; the ability to realize the expense reductions from cost savings programs, including the program to increase Caesars working capital and excess cash by $500 million; the ability of Caesars customer-tracking, customer loyalty and yield-management programs to continue to increase customer loyalty and same-store or hotel sales;

51 Case 1:15-cv JSR Document Filed 05/10/16 Page 10 of 10 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; the ability to recoup costs of capital investments through higher revenues; abnormal gaming holds ( gaming hold is the amount of money that is retained by the casino from wagers by customers); the effects of competition, including locations of competitors, competition for new licenses and operating and market competition; the ability to timely and cost-effectively integrate companies that Caesars acquires into its operations; the potential difficulties in employee retention and recruitment as a result of Caesars substantial indebtedness, the ongoing downturn in the U.S. regional gaming industry, or any other factor; 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; severe weather conditions or natural disasters, including losses therefrom, including losses in revenues and damage to property, and the impact of severe weather conditions on Caesars ability to attract customers to certain of its facilities, such as the amount of losses and disruption to us as a result of Hurricane Sandy in late October 2012; litigation outcomes and judicial and governmental body actions, including gaming legislative action, referenda, regulatory disciplinary actions and fines and taxation; acts of war or terrorist incidents or uprisings, including losses therefrom, including losses in revenues and damage to property; the effects of environmental and structural building conditions relating to Caesars properties; access to insurance on reasonable terms for Caesars assets; and the impact, if any, of unfunded pension benefits under multi-employer pension plans. These forward-looking statements should, therefore, be considered in light of various important factors set forth above and from time to time in Caesars filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Caesars undertakes no obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, except as required by law.

52 Case 1:15-cv JSR Document Filed 05/10/16 Page 1 of 11 Exhibit 9 Excerpts Excerpts from and Highlights CEC 2014 Annual from CEC Report 2014 (SEC Annual Form Report 10K) (SEC (filed March Form 10K) 16, 2015) (filed(the March " , Annual 2015) (the Report") 2014 Annual Report )

53 Case 1:15-cv JSR Document Filed 05/10/16 Page 2 of 11 EDGARbthine CAESARS ENTERTAINMENT CORP FORM 10-K (Annual Report) Filed 03/16/15 for the Period Ending 12/31/14 Address ONE CAESARS PALACE DRIVE LAS VEGAS, NV Telephone CIK Symbol CZR SIC Code Hotels and Motels Industry Casinos & Gaming Sector Services Fiscal Year 12/31 Powe red By EDGArronlin. Copyright 2015, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

54 Case 1:15-cv JSR Document Filed 05/10/16 Page 3 of 11 (Mark One) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 10-K El ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 31, 2014 OR 0 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No CAESARS ENTERTAINMENT CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of incorporation) (I.R.S. Employer Identification No.) One Caesars Palace Drive, Las Vegas, Nevada (Address of principal executive offices) (Zip code) Registrant's Registrant s telephone number, including area code: (702) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of each class Name of each exchange on which registered Common stock, $0.01 par value NASDAQ Global Select Market SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes 0 No El Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes 0 No El Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes El No 0 Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes El No 0 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K S-K is not contained herein, and will not be contained, to the best of registrant's registrant s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10- K. El Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large large accelerated filer," filer, "accelerated accelerated filer" filer and "smaller smaller reporting company company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer El Accelerated filer 0 Non-accelerated filer 0 Smaller reporting company 0 (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes 0 No El The aggregate market value of common stock held by non-affiliates of the registrant as of June 30, 2014 was $1,024 million. As of March 1, 2015, the registrant had 144,677,371 shares of Common Stock outstanding.

55 Case 1:15-cv JSR Document Filed 05/10/16 Page 4 of 11 Caesars Entertainment Organizational Structure The following diagram illustrates the key entities and subsidiaries in the Caesars Entertainment organizational structure. This diagram does not include all legal entities and subsidiaries. Caesars Entertainment Corporation CEC") Caesars Acquisition Corporation (" CAC") 89% 58% (nomvo 42% (voting) Caesars Entertainment Caesars Entertainment Caesars Growth Operating Company, Inc. (1) Resort Properties, LLC Partners, LLC (2) (" CEOC") (" CERP' ) CGP LLC") 69% Caesars Growth Properties 20% //% Holding, LLC (4) ("CGPH") Caesars Enterprise Caesars Baltimore Services, LLC (3) Investment Company, LLC (4) CES") ("CBIC") (1) ai (2) (3) (4) Caesars Interactive Entertainment, Inc. cw") On January 15, I5, 2015, 2075, CEOC filed for bankruptcy protection under Chapter 11 II of the US Bankruptcy Code. See Note 23, " Subsequent Events - CEOC Bankruptcy and Deconsolidation. " CAC is party to the series of transactions that formed CGP LLC, and owns 100% of the voting membership units in CGP LLC. CEC owns 100% of the non-voting membership units in CGP LLC and consolidates CGP LLC as a variable interest entity. See Note 2, " Basis of Presentation and Principles of Consolidation.". See information about CEC s CEC's announced merger with CAC in Note 1 I, " Description of Business.". CES is a services joint venture formed by CEOC, CERP, and CGPH. See Note 2, "Basis of Presentation and Principles of Consolidation.". CGPH and CBIC and their subsidiaries together represent the primary operations of Caesars Growth Partners Casino Properties and Developments ( CGP ("CGP LLC Casinos ). Reportable Segments We view each casino property and CIE as operating segments and aggregate all such casino properties and CIE into the following reportable segments as of December 31, 2014 based on management's management s view of these properties, which aligns with their ownership and underlying credit structures: Caesars Entertainment Operating Company Caesars Entertainment Resort Properties Caesars Growth Partners Casino Properties and Developments Caesars Interactive Entertainment CGP LLC Casinos is comprised of all subsidiaries of CGP LLC excluding CIE. CIE is comprised of the subsidiaries that operate CGP LLC's LLC s social and mobile gaming operations and WSOP. 2

56 Case 1:15-cv JSR Document Filed 05/10/16 Page 5 of 11 Intellectual Property The development of intellectual property is part of our overall business strategy. We regard our intellectual property to be an important element of our success. While our business as a whole is not substantially dependent on any one patent, trademark, copyright or combination of several of our intellectual property rights, we seek to establish and maintain our proprietary rights in our business operations and technology through the use of patents, trademarks, copyrights, and trade secret laws. We file applications for and obtain patents, trademarks, and copyrights in the United States and foreign countries where we believe filing for such protection is appropriate, including U.S. and foreign patent applications covering certain proprietary technology of CEOC and CIE. We also seek to maintain our trade secrets and confidential information by nondisclosure policies and through the use of appropriate confidentiality agreements. CEOC's CEOC s U.S. patents have varying expiration dates, the last of which is We have not applied for the registration of all of our patents, trademarks, copyrights, proprietary technology or other intellectual property rights, as the case may be, and may not be successful in obtaining all intellectual property rights for which we have applied. Despite our efforts to protect our proprietary rights, parties may infringe upon our intellectual property and use information that we regard as proprietary and our rights may be invalidated or unenforceable. The laws of some foreign countries do not protect proprietary rights or intellectual property to as great an extent as do the laws of the United States. In addition, others may independently develop substantially equivalent intellectual property. We own proprietary rights to a number of trademarks that we consider, along with the associated name recognition, to be valuable to our business, including the following: CEOC's CEOC s marks include Caesars, Harrah's, Harrah s, Horseshoe and Total Rewards; CERP's CERP s marks include Rio, Flamingo and Paris; CIE's CIE s marks include World Series of Poker, Playtika, Slotomania and Bingo Blitz; and CGP LLC holds a license for the Planet Hollywood mark used in connection with the Planet Hollywood resort and casino in Las Vegas. Under the terms of the CES joint venture and the Omnibus License and Enterprise Services Agreement described below, we believe that CEC and its other operating subsidiaries will continue to have access to the services historically provided to us by CEOC and its employees, trademarks, and programs despite the CEOC bankruptcy filing. Omnibus License and Enterprise Services Agreement As described in more detail in Note 2, " Basis of Presentation and Principles of Consolidation,", CEOC, CERP, and CGPH (collectively, the "Members" Members and each a "Member") Member ) entered into an Omnibus License and Enterprise Services Agreement (the "Omnibus Omnibus Agreement") Agreement ) in May 2014, which granted various licenses to the Members and certain of their affiliates in connection with the implementation of CES. Under the Omnibus Agreement, CEOC, Caesars License Company, LLC ("CLC"), ( CLC ), Caesars World, Inc. ("CWI") ( CWI ) and certain of our subsidiaries that are the owners of our properties granted CES a non-exclusive, irrevocable, worldwide, royalty-free license in and to all intellectual property owned or used by such licensors, including all intellectual property (a) currently used, or contemplated to be used, in connection with the properties owned by the Members and their respective affiliates, including any and all intellectual property related to the Total Rewards program, and (b) necessary for the provision of services contemplated by the Omnibus Agreement and by the applicable management agreement for any such property (collectively, the "Enterprise Enterprise Assets"). Assets ). CERP also granted CES non-exclusive licenses to certain other intellectual property, including intellectual property that is specific to properties controlled by CERP or its subsidiaries. Competition Casinos The casino entertainment business is highly competitive. The industry is comprised of a diverse group of competitors that vary considerably in size and geographic diversity, quality of facilities and amenities available, marketing and growth strategies, and financial condition. In most markets, including Las Vegas and Atlantic City, we compete directly with other casino facilities operating in the immediate and surrounding market areas, while in other markets we face additional competition from nearby markets. Our Las Vegas Strip hotels and casinos also compete, in part, with each other. We also compete with other nongaming resorts and vacation areas, various other entertainment businesses, and other forms of gaming, such as state lotteries, on-and off-track wagering, and card parlors. Our non-gaming offerings also compete with other retail facilities, amusement attractions, and food and beverage offerings. 5

57 Case 1:15-cv JSR Document Filed 05/10/16 Page 6 of 11 obtain additional regulatory approvals in certain jurisdictions. For example, employees employed by CES are, in the limited purpose of the services they provide to properties in Ohio, Pennsylvania, Missouri and Ontario, Canada, employed jointly by CES and CEOC in respect of such services and will be so jointly employed until CES obtains the necessary regulatory approvals in each of the aforementioned jurisdictions. CES intends to file for all regulatory approvals in jurisdictions in which such approval is required, but we cannot be sure when, or if, we will receive such approvals or that CES will be able to be implemented in all intended jurisdictions. Due to the participation of CEOC, CGPH, and CERP in CES, we may not control CES and our interests may not align with the interests of the other members of CES. CEOC, CGPH, and CERP are members of CES, and each relies on CES to provide it and its subsidiaries with intellectual property licenses and property management services, among other services. CEOC, CGPH and CERP are each required to contribute as necessary to fund CES s CES's operating costs and capital requirements in proportion to their respective ownership interest in CES. The members of CES are required to fund its capital expenditures in agreed portions on an annual basis. The amount each member will be required to fund in future years will be subject to the review and approval of the CES steering committee. CEOC, CGPH and CERP, together, control CES through the CES steering committee, which is comprised of one representative from each of CEOC, CGPH and CERP. Conflicts of interest may arise between Caesars Entertainments Entertainments' subsidiaries. Most decisions by CES require the consent of two of the three steering committee members. To the extent we are unable to control the consent of at least two of the three steering committee members, we will be unable to cause CES to take actions that our in our interest. In addition, certain decisions by CES may not be made without unanimous consent of the members, including consent by CGPH, which we do not control. These actions include any decision with respect to liquidation or dissolution of CES, merger, consolidation or sale of all or substantially all the assets of CES, usage of CES assets in a manner inconsistent with the purposes of CES, material amendment to CES's CES s operating agreement, admission of new investors to CES and filing of any bankruptcy or similar action by CES. Thus, CGPH may block certain actions by CES that are in our interest. We are controlled by the Sponsors, whose interests may not be aligned with ours. Hamlet Holdings, the members of which are comprised of individuals affiliated with each of the Sponsors, as of December 31, 2014, controls approximately 61% of our common stock, and controls us, pursuant to an irrevocable proxy providing Hamlet Holdings with sole voting and sole dispositive power over those shares. As a result, the Sponsors have the power to elect all of our directors. Moreover, Hamlet Holdings has the ability to vote on any transaction that requires the approval of our board of directors or our stockholders, including the approval of significant corporate transactions such as mergers and the sale of all or substantially all of our assets. As a result, Hamlet Holdings is in a position to exert a significant influence over us, and the direction of our business and results of operations. The interests of the Sponsors could conflict with or differ from the interests of other holders of our securities. For example, the concentration of ownership held by the Sponsors could delay, defer or prevent a change of control of us or impede a merger, takeover or other business combination which another stockholder may otherwise view favorably. Additionally, the Sponsors are in the business of making or advising on investments in companies they hold, and may from time to time in the future acquire interests in or provide advice to businesses that directly or indirectly compete with certain portions of our business or are suppliers or customers of ours. One or both of the Sponsors may also pursue acquisitions that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. A sale of a substantial number of shares of stock in the future by funds affiliated with the Sponsors or their coinvestors could cause our stock price to decline. So long as Hamlet Holdings continues to hold the irrevocable proxy, they will continue to be able to strongly influence or effectively control our decisions. In addition, we have an executive committee that serves at the discretion of our board of directors and is authorized to take such actions as it reasonably determines appropriate. Currently, the executive committee may act by a majority of its members, provided that at least one member affiliated with TPG and Apollo must approve any action of the executive committee. Future sales or the possibility of future sales of a substantial amount of our common stock, including in connection with the merger with CAC, may depress the price of shares of our common stock. Future sales or the availability for sale of substantial amounts of our common stock in the public market could adversely affect the prevailing market price of our common stock and could impair our ability to raise capital through future sales of equity securities. As of March 1, 2015, there were 145 million shares outstanding, all of which are the same class of voting common stock. All of the outstanding shares of our common stock will be eligible for resale under Rule 144 or Rule 701 of the Securities Act of 1933, as amended ("Securities Act"), subject to volume limitations, applicable holding period requirements or other contractual restrictions. The Sponsors have the ability to cause us to register the resale of its shares, and our management members who hold shares will have the ability to include their shares in such registration. 26

58 Case 1:15-cv JSR Document Filed 05/10/16 Page 7 of 11 CEOC net revenues in 2013 remained relatively unchanged compared with 2012 mainly as a result of a $279 million decline in casino revenue largely offset by increases in reimbursed management costs and food and beverage revenue. Casino revenues declined primarily due to continued weakness in Atlantic City resulting from the continued decline in gaming volumes in this region compared with 2012 coupled with the Conrad sale in Partially offsetting this decrease was an increase of $217 million in reimbursed management costs due to new managed properties, including Horseshoe Cleveland (opened in May 2012), Horseshoe Cincinnati (opened in March 2013), ThistleDown Racino (commenced video lottery terminal operations in April 2013) and its consolidation of Caesars Windsor management company since increasing its ownership from 50% to 100% in June Reimbursable management costs are presented on a gross basis as revenue and expense, thus resulting in no net impact on operating income. Additionally, food and beverage revenue increased $46 million, net of casino promotional allowances, primarily driven by the addition of several new restaurant offerings at Caesars Palace Las Vegas, including Nobu, the Bacchanal Buffet and a Gordon Ramsay-branded restaurant. Income/(Loss) from Operations - By Segment Years Ended December 31, Change $ (Dollars in millions) vs vs 2012 CEOC $ (323) $ (1,344) $ (159) $ 1,021 $ (1,185) CERP (32) (804) (965) CGP LLC Casinos (139) (3) 173 (136) (176) CIE 21 (9) (44) Parent / Other (76) (113) 210 Total $ (452) $ (2,026) $ 134 $ 1,574 $ (2,160) Property EBITDA Years Ended December 31, Change % (Dollars in millions) vs vs 2012 CEOC $ 816 $ 1,063 $ 1,310 (23.2)% (18.9)% CERP (1.9)% 2.5 % CGP LLC Casinos % (4.6)% CIE % 34.8 % Parent / Other 4 (26) (105) % 75.2 % Total $ 1,689 $ 1,877 $ 2,028 (10.0)% (7.4)% We perform impairment assessments on our goodwill and non-amortizing intangible assets at least annually, but more frequently if impairment indicators exist. We also review the carrying value of our long-lived assets for impairment whenever events or circumstances indicate that the carrying value of an asset (or asset group) may not be recoverable from the estimated future cash flows of that asset (or asset group). We incorporate estimates of our future performance into these assessments, such as EBITDA, revenues, cash flows, and other market factors, the results of which can often be different from our projections. The following table summarizes impairment charges by segment: Impairment Charges - Continuing Operations Years Ended December 31, (In millions) CEOC $ 559 $ 1,772 $ 622 CERP 277 1,059 3 CGP LLC Casinos 155 CIE 3 Total impairment charges $ 994 $ 2,831 $

59 Case 1:15-cv JSR Document Filed 05/10/16 Page 8 of 11 CAESARS ENTERTAINMENT CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 10 Debt Summary of Debt by Financing Structure (In millions) Face Value Book Value Book Value December 31, 2014 December 31, 2013 CEOC $ 18,371 $ 16,100 $ 15,783 CERP 4,832 4,774 4,611 CGP LLC 2,386 2, CEC Total Debt 25,602 23,213 21,115 Current Portion of Long-Term Debt (18,049) (15,779) (197) Long-Term Debt $ 7,553 $ 7,434 $ 20,918 Annual Maturities of Long-Term Debt (In millions) Thereafter Total CEOC $ 17,977 $ 19 $ 2 $ 1 $ 1 $ 371 $ 18,371 CERP ,500 4,832 CGP LLC ,085 2,386 Other Total $ 18,049 $ 76 $ 46 $ 228 $ 247 $ 6,956 $ 25,602 Supplemental Cash Flow Information - Cash Flows from Financing Activities Year Ended December 31, 2014 Proceeds from the (In millions) issuance of long-term debt Repayments of longterm debt Incremental Term Loans $ 1,528 $ (1,275) CGPH Term Loan 1,141 CGPH First Closing Term Loan 693 (700) CGPH Notes 660 CERP Senior Secured Revolver 295 (115) Horseshoe Baltimore Credit and FF&E Facilities 106 Planet Hollywood Loan Agreement (495) Other Debt Activity 13 (214) Capital Lease Payments (34) Total $ 4,436 $ (2,833) Current Portion of Long-Term Debt On January 15, 2015, CEOC and certain of its U.S. subsidiaries voluntarily filed for reorganization under Chapter 11 of the Bankruptcy Code. The filing of the voluntary Chapter 11 filing resulted in a default of CEOC's long-term debt on January 15, Because CEOC is under the control of the Bankruptcy Court, CEC deconsolidated this subsidiary effective January 15, 2015 (see Note 23, "Subsequent Subsequent Events - CEOC Bankruptcy and Deconsolidation"). Deconsolidation ). As a result of these actions, CEOC has reclassified all of the affected debt to current portion of long-term debt as of December 31, The current portion of long-term debt at December 31, 2014, net of unamortized discount of $2.2 billion, is $15.7 billion. All debt is classified as current except for Chester Downs Senior Secured Notes of $330 million; Special Improvement District Bonds of $46 million; and long-term capitalized lease and other obligations of $18 million. 86

60 Case 1:15-cv JSR Document Filed 05/10/16 Page 9 of 11 CAESARS ENTERTAINMENT CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 2014 Activity Incremental Term Loans In June 2014, CEOC completed the offering of $1.8 billion of incremental term loans ("Incremental ( Incremental Term Loans" Loans or "Term Term Loan B7") B7 ) due no later than March 1, We used the net cash proceeds from the Incremental Term Loans to complete the repayment of 2015 maturities and reducing certain outstanding term loans, as described below. The CEOC Term Loan B7 requires scheduled quarterly repayments of $4 million that began in the third quarter of The fourth quarter installment was paid as scheduled on December 31, Repayment of 2015 Maturities In July 2014, CEOC completed a cash tender offer for the $792 million aggregate principal amount outstanding of its 5.625% Senior Notes due 2015 (the "5.625% 5.625% Notes"). Notes ). CEOC received tenders from the holders of $44 million aggregate principal amount of the 5.625% Notes. In addition, pursuant to note purchase agreements and a redemption, CEOC purchased an additional $747 million in aggregate principal amount of the 5.625% Notes. Consideration for the purchase of these notes was $830 million. As a result of these repayments, we recognized a loss on early extinguishment of debt of $6 million on the 5.625% Notes. CEOC also completed a cash tender offer for the $190 million aggregate principal amount outstanding of its 10.00% Second-Priority Senior Secured Notes due 2015 (the "10.00% 10.00% Notes"). Notes ). CEOC received tenders from the holders of $103 million aggregate principal amount of the 10.00% Notes. In addition, CEOC purchased an additional $83 million in aggregate principal amount of the 10.00% Notes. Consideration for the purchase of these notes was $191 million. As a result of these repayments, we recognized a loss on early extinguishment of debt of $14 million on the 10.00% Notes. As a result of the tender offers, the note purchases, and a redemption, CEOC retired and redeemed 100.0% of the outstanding amount of the 5.625% Notes and approximately 98.0% of the outstanding amount of the 10.00% Notes. Repayments of Certain Term Loans In connection with the assumption of the Incremental Term Loans and the consummation of the amendment to the Credit Facilities, CEOC repaid $794 million in certain term loans as follows: $16 million in aggregate principal of the Term Loan Bl; B1; $13 million in aggregate principal of the Term Loan B3; $578 million in aggregate principal of the Term Loan B4; $54 million in aggregate principal of the Term Loan B5; and $133 million in aggregate principal of the Term Loan B6 held by consenting lenders at par under the existing Credit Facilities. As a result of these repayments, we recognized a loss on early extinguishment of debt of $22 million. Note Purchase and Support Agreement In August 2014, CEOC and CEC announced an agreement (the "Note Note Purchase and Support Agreement") Agreement ) with certain holders (the "Holders") Holders ) of CEOC's CEOC s outstanding 6.50% Senior Notes due 2016 (the "6.50% 6.50% Notes") Notes ) and 5.75% Senior Notes due 2017 (the "5.75% 5.75% Notes" Notes and, together with the 6.50% Notes, the "Senior Senior Unsecured Notes") Notes ) in connection with a private refinancing transaction (the "Note Note Transaction ), Transaction"), pursuant to which, among other things, (i) such Holders, representing $238 million aggregate principal amount of the Senior Unsecured Notes and greater than 51% of each class of the Senior Unsecured Notes that were held by non-affiliates of CEC and CEOC, agreed to sell to CEC and CEOC an aggregate principal amount of approximately $89 million of the 6.50% Notes and an aggregate principal amount of approximately $66 million of the 5.75% Notes, (ii) CEC agreed to pay such Holders a ratable amount of $78 million of cash in the aggregate, (iii) CEOC agreed to pay such Holders a ratable amount of $78 million of cash in the aggregate, (iv) CEOC agreed to pay such Holders accrued and unpaid interest in cash and (v) CEC agreed to contribute $427 million in aggregate principal ( $368 million net of discount and accrued interest contributed) of Senior Unsecured Notes to CEOC for cancellation. Pursuant to the Note Purchase and Support Agreement, certain of the Holders also (i) agreed to consent to amendments (the "Indenture Indenture Amendments") Amendments ) to the terms of the indentures that govern the Senior Unsecured Notes and to amendments (the "Notes Notes Amendments") Amendments ) to a ratable amount of approximately $82 million face amount of the Senior Unsecured Notes held by such Holders (the "Amended Amended CEOC Notes") Notes ) and (ii) agreed that for the period from the closing date of the Note Transaction until the earlier of (1) the 181st day after the closing date of the Note Transaction and (2) the occurrence of a "credit credit event event" within the meaning of Section 4.2 (Bankruptcy) or 4.5 (Failure to Pay) of the 2003 ISDA definitions, such Holders will consent or approve a restructuring of Notes and Amended CEOC Notes on the terms described below and, subject to certain exceptions, will not transfer their Amended CEOC Notes except to a transferee that agrees to be bound by such agreement. The Indenture Amendments include (A) a consent 89

61 Case 1:15-cv JSR Document Filed 05/10/16 Page 10 of 11 CAESARS ENTERTAINMENT CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) to the removal and acknowledgment of the termination of the CEC guarantee within the indenture governing the Notes and (B) a modification to the covenant restricting disposition of "substantially substantially all" all of CEOC's CEOC s assets to measure future asset sales based on CEOC s CEOC's assets as of the date of the amendment. The Notes Amendments include provisions that holders of the Amended CEOC Notes will be deemed to consent to any restructuring of Notes and Amended CEOC Notes so long as holders have consented thereto that hold at least 10% of the outstanding 6.50% Notes and 5.75% Notes, as applicable (in each case, not including the Amended CEOC Notes or any Senior Unsecured Notes held by affiliates of CEOC), the restructuring solicitation is no less favorable to any Holder of Amended CEOC Notes than to any holder of Notes, and certain other terms and conditions are satisfied. As a result of these repayments, we recognized a loss on early extinguishment of debt of $25 million. In connection with the Note Transaction, CEOC and CEC also agreed that if there is not a comprehensive out of court restructuring of the CEOC's debt securities, or a prepackaged or prearranged in-court restructuring with requisite voting support from each of the first and second lien secured creditor classes, within 18 months of the closing of the Notes Transaction, subject to certain conditions, CEC will be obligated to make an additional payment to CEOC of $35 million. Payment on Second-Priority Senior Secured Notes Pursuant to the indenture dated December 24, 2008 ("2008 Indenture"), on December 15, 2014, CEOC was required to redeem approximately $18 million of aggregate principal of its 10.00% second-priority senior secured notes due 2015 and 10.00% second-priority senior secured notes due 2018 ("Second-Lien Notes"). On December 12, 2014, CEOC deposited $18 million with Delaware Trust Company, as paying agent under the 2008 Indenture, to fund the required redemption. CEOC was subsequently advised by Delaware Trust Company that it had provided contrary instructions to The Depository Trust Company to distribute the funds received with directions it had received from the beneficial holders purporting to own a majority of the Second-Lien Notes. These contrary instructions provided for the allocation of the deposited funds ratably between principal and interest due under the 2008 Indenture. CEOC believe that the contrary instructions were inconsistent with both its direction and the terms of the 2008 Indenture. As a result, CEOC has accounted for these payments as an $18 million reduction in the principal amount of the Second-Lien Notes, consistent with the instructions that were communicated to Delaware Trust Company Activity In January and February 2013, we converted $134 million aggregate principal amount of original maturity revolver commitments held by consenting lenders to Term Loan B6 and terminated $134 million principal amount of revolving commitments of extending lenders. In connection with the February 2013 notes offering described in the Notes Activity section below, we received the requisite lenders lenders' consent and entered into a bank amendment to the Credit Facilities to, among other things: (i) use the net cash proceeds to repay $1.4 billion of our existing term loans as described in the Notes Activity section below; (ii) obtain up to $75 million of extended revolving facility commitments with a maturity of January 28, 2017; (iii) increase the accordion capacity under the Credit Facilities by an additional $650 million (which may be used to, among other things, establish extended revolving facility commitments under the Credit Facilities); (iv) modify the calculation of the senior secured leverage ratio for purposes of the maintenance test under the Credit Facilities to exclude the notes issued in February 2013; and (v) modify certain other provisions of the Credit Facilities. In addition to the foregoing, we may elect to extend and/or convert additional term loans and/or revolver commitments from time to time. 90

62 Case 1:15-cv JSR Document Filed 05/10/16 Page 11 of 11 Material Weaknesses Identified Relating to Effectiveness of Risk Assessment, Design and Implementation of Control Activities, Monitoring Activities, and Quality of Information as of December 31, 2014 As previously disclosed in Item 4 of Part I, "Controls Controls and Procedures," Procedures, of our Form 10-Q for the quarterly period ended September 30, 2014, during the third fiscal quarter, the Company commenced the risk assessment process and the design and implementation of updated internal control frameworks for non-gaming activities related to corporate and shared services processes (non-gaming activities) for CEC and for our majority owned subsidiary, Caesars Entertainment Operating Company, Inc. ("CEOC"), our wholly owned subsidiaries, Caesars Entertainment Resort Properties, LLC ("CERP") and Caesars Enterprise Services, LLC ("CES"), ( CES ), and our non-controlled subsidiary Caesars Growth Partners, LLC ("CGP ( CGP LLC"). LLC ). These corporate and shared services processes generally cover all non-gaming activities, including cash and treasury, receivables, property accounting, intangible assets, investments, accounts payable, accrued expenses, income taxes, debt, commitments and contingencies, equity, non-gaming and other revenues, operating expenses, accounting for significant or non-routine transactions, and the financial closing and reporting process. These activities were undertaken to establish control frameworks necessary to support each of these new standalone reporting entities that are consolidated by CEC. The CEOC, CERP, CES, and CGP LLC frameworks are integrated within the framework of CEC. However, the risk assessment process and the design and implementation of these new control frameworks was not completed as of December 31, 2014, and certain controls were not implemented timely to operate with a sufficient number of instances or for a sufficient period of time to have effective monitoring activities as of December 31, Accordingly, Management has concluded that its risk assessment process for non-gaming activities did not adequately assess risk at an appropriate level of detail to allow for (i) the design of controls with the appropriate precision and responsiveness to address those risks, (ii) the design of controls to validate the completeness and accuracy of underlying data used in the performance of controls over the determination of significant estimates, accounting transactions and disclosures, (iii) the timely and effective implementation of controls, including evidence of operating effectiveness, and (iv) effective monitoring of the controls. Accordingly, a reasonable possibility exists that material misstatements in the Company's Company s financial statements will not be prevented or detected on a timely basis. Because of the above described material weaknesses in internal control over financial reporting, management concluded that its internal control over financial reporting was not effective as of December 31, Attestation Report of the Independent Registered Public Accounting Firm Deloitte & Touche LLP, an independent registered public accounting firm, has audited the Company's Company s Consolidated Financial Statements as of and for the year ended December 31, 2014, and their report is included in Item 8 of this Annual Report on Form 10-K and, as part of its audit, has issued an audit report on the effectiveness of the Company's Company s internal control over financial reporting, which is included below this Item 9A, in this Form 10-K. c. Changes in Internal Control over Financial Reporting As described above, during the quarter ended December 31, 2014, the Company continued its efforts to design and implement effective controls throughout the organization to respond to recent changes in our corporate entity, including (i) the formation and capitalization of CGP LLC in the fourth quarter of 2013; and (ii) the formation of separate management and internal control structures for CEOC, CERP, and CES, in the third and fourth quarters of These activities which were initially commenced in the third quarter of 2014, included enhancements to the risk assessment process, changes to the design and implementation of existing controls and the design and implementation of new controls for non-gaming related corporate level processes for CEC, CEOC, CERP, CES, and CGP LLC. We believe these changes will improve our controls and processes to enable the Company and its subsidiaries to file their required SEC reports on a timely and accurate basis and are an improvement to our internal control over financial reporting. We expect to finalize our risk assessment and control design and implementation during 2015 and commence the monitoring activities to assess operating effectiveness commencing in the third quarter of Accordingly, we believe it is reasonably likely that these material weaknesses will continue to affect our internal control over financial reporting. Therefore, management will continue to perform key quarterly and annual controls and additional substantive and analytical procedures, including validating the completeness and accuracy of the underlying data used to support the amounts reported in the financial statements, as discussed above. Additionally, the Company's Company s majority owned subsidiary, CEOC, filed for bankruptcy in January CEOC will be deconsolidated during the first quarter of 2015, and additional changes in the corporate structure are planned upon CEOC emerging from bankruptcy. As these changes take place, we plan to adjust our business processes and systems to align with the new structure. We will continue to monitor our internal control over financial reporting throughout the process. 128

63 Case 1:15-cv JSR Document Filed 05/10/16 Page 1 of 12 Exhibit 10 Excerpts Excerpts from and CEC Highlights 2013 Annual from CEC Report 2013 (SEC Annual Form Report 10-K) (filed(sec March Form 17, 2014) 10-K) (the (filed "2013 March Annual 17, 2014) Report") (the 2013 Annual Report )

64 Case 1:15-cv JSR Document Filed 05/10/16 Page 2 of 12 EDGARbthine CAESARS ENTERTAINMENT CORP FORM 10-K (Annual Report) Filed 03/17/14 for the Period Ending 12/31/13 Address ONE CAESARS PALACE DRIVE LAS VEGAS, NV Telephone CIK Symbol CZR SIC Code Hotels and Motels Industry Casinos & Gaming Sector Services Fiscal Year 12/31 Powe red By EDGArronlin. Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

65 Case 1:15-cv JSR Document Filed 05/10/16 Page 3 of 12 (Mark One) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 31, 2013 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No CAESARS ENTERTAINMENT CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of incorporation) (I.R.S. Employer Identification No.) One Caesars Palace Drive, Las Vegas, Nevada (Address of principal executive offices) (Zip code) Registrant's Registrant s telephone number, including area code: (702) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of each class Name of each exchange on which registered Common stock, $0.01 par value NASDAQ Global Select Market SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's registrant s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer x Non-accelerated filer Smaller reporting company (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No x The aggregate market value of common stock held by non-affiliates of the registrant as of June 30, 2013 was $529.9 million. As of March 1, 2014, the registrant had 137,161,183 shares of Common Stock outstanding.

66 Case 1:15-cv JSR Document Filed 05/10/16 Page 4 of 12 The expansion of casino entertainment into new markets also presents competitive issues for us that have had a negative impact on our financial fmancial results. In particular, our facilities have been adversely impacted by the addition of gaming and room capacity, particularly our operations located in New Jersey with the expansion of gaming in Maryland, New York and Pennsylvania, and our operations located in Nevada with the expansion of gaming in California. Several states and Indian tribes are also considering enabling the development and operation of gaming facilities in their jurisdictions. In addition, while we do not believe it to be the case, some have suggested that Internet gaming could create additional competition for us and could adversely affect our brick and mortar operations. We also compete with other non-gaming resorts and vacation areas, with various other entertainment businesses, and with other forms of gaming, such as lotteries. The casino entertainment industry is also subject to political and regulatory uncertainty. See Item 7, " Management's Management s Discussion and Analysis of Financial Condition and Results of Operations Consolidated Operating Results " and Item 7, " Management's Management s Discussion and Analysis of Financial Condition and Results of Operations Regional Operating Results." See also Exhibit 99.1 to this Form 10-K. Summary of 2013 Events CEOC Financing Transactions In January and February 2013, CEOC converted $ million aggregate principal amount of original maturity revolver commitments held by held by consenting lenders to Term B-6 Loans and terminated $ million principal amount of revolving commitments of extending lenders. In February 2013, CEOC completed the offering of $ 1, million aggregate principal amount of 9% senior secured notes due 2020, the proceeds of which were used to repay $1,433.3 million of CEOC's existing term loans at par. In conjunction with this transaction we amended our existing CEOC Credit Facilities as described in Item 7 - Key Business Initiatives and Financing Transactions. Horseshoe Cincinnati In March 2013, ROC opened the 100,000-square-foot Horseshoe Cincinnati casino in Cincinnati, Ohio, which we manage for ROC for a fee under a management agreement that expires in March ThistleDown Racino In April 2013, the 71,700-square-foot ThistleDown Racino near Cleveland, Ohio opened its slot gaming operations. We manage this facility for ROC under a management agreement. Conrad Punta del Este Resort and Casino In May 2013, we formed a strategic relationship with Enjoy S.A. ("Enjoy") ( Enjoy ) in Latin America. Enjoy acquired 45% of Baluma S.A., our subsidiary that owns and operates the Conrad Punta del Este Resort and Casino in Uruguay (the "Conrad"), Conrad ), in exchange for total consideration of $139.5 million. After customary deductions for expenses associated with the closing, we received $50.4 million in cash (net of $ million of cash deconsolidated), a note receivable of $31.9 million, and a 4.5% equity stake in Enjoy. In connection with the transaction, Enjoy assumed control of the Baluma S.A. board and primary responsibility for management of the Conrad. Upon completion of the transaction, we deconsolidated Baluma S.A. from our financial fmancial statements and began accounting for Baluma S.A. as an investment in non-consolidated affiliates utilizing the equity method of accounting. Caesars Acquisition Company / Caesars Growth Partners, LLC Transactions CAC was formed to directly own 100% of the voting membership units in CGP LLC. CGP LLC was formed for the purpose of acquiring certain businesses and assets of Caesars Entertainment. On October 21, 2013, the CGP LLC joint venture was formed between subsidiaries of Caesars Entertainment and CAC through the execution of the series of transactions described below: (i) The Class A common stock of CAC was made available via a subscription rights offering by Caesars Entertainment to its shareholders as of October 17, 2013, the record date (the "CAC Rights Offering"), whereby each subscription right entitled its holder to purchase from CAC one share of CAC's Class A common stock or the right to retain such subscription right; (ii) Sponsors exercised their basic subscription rights in full and purchased $ million worth of CAC's Class A common stock at a price of $8.64 per whole share; 7

67 Case 1:15-cv JSR Document Filed 05/10/16 Page 5 of 12 (iii) CAC used the proceeds from the exercise of the basic subscription rights in (ii) above to purchase 100% of the voting units of CGP LLC; (iv) CGP LLC in turn used $ million of the proceeds received from CAC in (iii) above to purchase from CEOC (we refer to the following assets as the "Purchased Assets"): a. the equity interests of a subsidiary of PHW Las Vegas, LLC that holds all of the assets and liabilities formerly held directly by PHW Las Vegas, LLC, including Planet Hollywood; b. the equity interests of Caesars Baltimore Investment Company, LLC, the entity that indirectly holds interests in the owner of Horseshoe Baltimore in Maryland (the "Maryland Joint Venture"), a licensed casino development project expected to open in the third quarter of 2014; and c. a 50% interest in the management fee revenues of PHW Manager, LLC, which manages Planet Hollywood, and Caesars Baltimore Management Company LLC, which holds an agreement to manage the Maryland Joint Venture. (v) Caesars Entertainment contributed all of the shares of CIE's CIE s outstanding common stock held by a subsidiary and approximately $1.1 billion in aggregate principal amount of senior notes held by a subsidiary (the "CEOC Notes" and, together with the shares of CIE, the "Contributed Assets") to CGP LLC, in exchange for all of CGP LLC's LLC s non-voting units. Pursuant to the terms of the CGP LLC transaction, CGP LLC is obligated to issue additional non-voting membership units to us to the extent that the earnings from CIE's social and mobile games business exceeds a specified threshold amount in The number of units to be received is capped at a value of $225 million divided by the value of the non-voting units at the date of the CGP LLC transaction. The closing of the CAC Rights Offering for subscription rights not previously exercised by recipients of the rights, and for any oversubscription privileges, including oversubscription by the Sponsors, occurred on November 18, CAC distributed a total of 135,771,882 shares of Class A common stock to the holders of subscription rights who validly exercised their subscription rights and paid the subscription price in full. CAC received aggregate gross proceeds from the CAC Rights Offering of approximately $1,173.1 million. See Note 5, " Caesars Growth Partners, LLC Transactions." The transactions above were considered to be a reorganization of entities under common control; accordingly, we have not recognized any gain or loss, and CGP LLC has recorded the acquired assets on the same basis as previously recorded by Caesars Entertainment. Refinancing of CMBS and Linq/Octavius ("CERP Transaction") On October 11, 2013, CERP, Caesars Entertainment Resort Properties Finance, Inc. and certain subsidiaries of CEOC (comprised of Harrah's Harrah s Atlantic City Holding, Inc.; Harrah's Harrah s Las Vegas, LLC; Harrah's Harrah s Laughlin, LLC; Flamingo Las Vegas Holding, LLC; Paris Las Vegas Holding, LLC; and Rio Properties, LLC; each a wholly owned subsidiary of Caesars, and formerly collectively known as the "CMBS Properties") (i) completed the offering of $1,000 million aggregate principal amount of their 8% first-priority senior secured notes due 2020 and $1,150 million aggregate principal amount of their 11% second-priority senior secured notes due 2021 (together with the 8% first-priority senior secured notes due 2020, the "CERP CERP Notes") Notes ) and (ii) entered into a first lien credit agreement governing their new $2, million senior secured credit facilities, consisting of senior secured term loans in an aggregate principal amount of $2, million (the "CERP CERP Term Loans") Loans ) and a senior secured revolving credit facility in an aggregate principal amount of up to $269.5 million. The net proceeds from the offering of CERP Notes and the borrowings under the CERP Term Loans, together with cash, were used to retire 100% of the principal amount of loans under the mortgage and mezzanine loan agreements entered into by certain subsidiaries of the CMBS Properties, repay in full all amounts outstanding under the senior secured credit facility entered into by Caesars and Caesars Linq, LLC and Caesars Octavius, LLC, each an indirect subsidiary of Caesars, and to pay related fees and expenses. Macau Land Concession On November 1, 2013, the Company completed the sale of all of the equity interests of the subsidiaries that held the Company's investment in a land concession in Macau (the "Macau Land Concession") to Pearl Dynasty for a total sales price of $438.0 million. Net proceeds from the sale, after commissions and customary closing costs, amounted to approximately $420 million. 8

68 Case 1:15-cv JSR Document Filed 05/10/16 Page 6 of 12 Code of Commitment For over a decade, we have maintained our Code of Commitment as a guiding framework for our approach to responsible and ethical business. First published in 2000, our Code of Commitment is a public pledge to our employees, guests and communities that we will honor the trust they have placed in us. Our Code of Commitment is deeply embedded in our organization's organization s communications and culture and widely displayed in all our properties for our guests and all who visit. We use training events to reinforce our expectations of all employees with regard to ethics, compliance and anti-corruption at all levels of the business. Environmental Stewardship As part of our Code of Commitment, we accept our duty to help preserve the planet for current and future generations. For the past five years, we have been advancing a strategy to reduce our effect on the environment in our main areas of impact. Our multi-year strategy, CodeGreen, is a structured, data-driven and disciplined program that leverages the passion of our employees and engages our guests and suppliers. Since our baseline year of 2007, we have reduced energy consumption across all our properties by more than 18%, and greenhouse gas emissions by more than 20%, both on an air-conditioned square foot basis, and we reduced absolute water consumption by 7%. Nearly 25% of our total waste was recycled in Additionally, we have received Green Key certifications at all 31 of our properties with hotels in North America, most at the four key level. Diversity and Inclusion We create a dynamic and innovative working culture where individual growth is rewarded, recognized and celebrated. Caesars is the only company in the casino entertainment industry to receive a perfect score, seven consecutive times, on the Human Rights Campaign Corporate Equality Index, including the latest 2013 publication. We were also recognized as one of the top Diversity Leaders by Profiles in Diversity Journal for our innovation, communication, and dedication to diversity and inclusion practices. In 2012, our employees included more than 55% who belong to minority groups. In terms of gender balance, we encourage the advancement of women, and in 2012, more than 40% of the managers in our organization were women. Caesars Foundation Established in 2002, the Caesars Foundation (the "Foundation") Foundation ) is a private charitable foundation funded by a portion of operating income from resorts owned and operated or managed by Caesars. The Foundation's Foundation s objective is to strengthen organizations and programs in the communities where our employees and their families live and work, and include our employees in volunteer efforts associated with the causes we support. We maintain our Foundation commitment each year and since its inception, the Foundation has gifted more than $60 million to help support vibrant communities. For more information, visit Available Information Our Internet address is We make available free of charge, on or through our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15 (d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (the "SEC"). We also make available through our website all filings of our executive officers and directors on Forms 3, 4, and 5 under Section 16 of the Exchange Act. These filings are also available on the SEC's SEC s website at Our Code of Business Conduct and Ethics is available on our website under the "Investor Relations" link. We will provide a copy of these documents without charge to any person upon receipt of a written request addressed to Caesars Entertainment Corporation, Attn: Corporate Secretary, One Caesars Palace Drive, Las Vegas, Nevada Reference in this document to our website address does not constitute incorporation by reference of the information contained on the website. ITEM 1A. Risk Factors Our substantial indebtedness and the fact that a significant portion of our cash flow is used to make interest payments could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry and prevent us from making debt service payments. We are a highly leveraged company. As of December 31, 2013, we had $23, million face value of outstanding indebtedness and our current debt service obligation for the next 12 months is estimated to be $2, million, which includes estimated interest payments of $2,185.9 million. As of December 31, 2013, CEOC had $19,589.1 million face value of outstanding indebtedness including $ million owed to Caesars Entertainment, and CEOC's CEOC s debt service obligation for the next 12 months is $1, million, which includes estimated interest payments of $1,853.7 million. As of December 31, 2013, CERP had $4, million 10

69 Case 1:15-cv JSR Document Filed 05/10/16 Page 7 of 12 These sales or divestitures affect our costs, revenues, profitability, financial position, liquidity and our ability to comply with our debt covenants. Divestitures have inherent risks, including possible delays in closing transactions (including potential difficulties in obtaining regulatory approvals), the risk of lower-than-expected sales proceeds for the divested businesses, and potential post-closing claims for indemnification. In addition, current economic conditions and relatively illiquid real estate markets may result in fewer potential bidders and unsuccessful sales efforts. Expected costs savings, which are offset by revenue losses from divested properties, may also be difficult to achieve or maximize due to our fixed cost structure. We are controlled by the Sponsors, whose interests may not be aligned with ours. Hamlet Holdings, the members of which are comprised of individuals affiliated with each of the Sponsors, as of December 31, 2013, controls approximately 63.9% of our common stock, and controls us, pursuant to an irrevocable proxy providing Hamlet Holdings with sole voting and sole dispositive power over those shares. As a result, the Sponsors have the power to elect all of our directors. Moreover, Hamlet Holdings has the ability to vote on any transaction that requires the approval of our Board or our stockholders, including the approval of significant corporate transactions such as mergers and the sale of all or substantially all of our assets. As a result, Hamlet Holdings is in a position to exert a significant influence over us, and the direction of our business and results of operations. The interests of the Sponsors could conflict with or differ from the interests of other holders of our securities. For example, the concentration of ownership held by the Sponsors could delay, defer or prevent a change of control of us or impede a merger, takeover or other business combination which another stockholder may otherwise view favorably. Additionally, the Sponsors are in the business of making or advising on investments in companies they hold, and may from time to time in the future acquire interests in or provide advice to businesses that directly or indirectly compete with certain portions of our business or are suppliers or customers of ours. One or both of the Sponsors may also pursue acquisitions that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. A sale of a substantial number of shares of stock in the future by funds affiliated with the Sponsors or their co-investors could cause our stock price to decline. So long as Hamlet Holdings continues to hold the irrevocable proxy, they will continue to be able to strongly influence or effectively control our decisions. In addition, we have an executive committee that serves at the discretion of our Board and is authorized to take such actions as it reasonably determines appropriate. Currently, the executive committee may act by a majority of its members, provided that at least one member affiliated with TPG and Apollo must approve any action of the executive committee. Reduction in discretionary consumer spending resulting from the downturn in the national economy over the past few years, the volatility and disruption of the capital and credit markets, adverse changes in the global economy and other factors could negatively impact our financial performance and our ability to access financing. Changes in discretionary consumer spending or consumer preferences are driven by factors beyond our control, such as perceived or actual general economic conditions; high energy, fuel and other commodity costs; the cost of travel; the potential for bank failures; a soft job market; an actual or perceived decrease in disposable consumer income and wealth; the recent increase in payroll taxes; increases in gaming taxes or fees; fears of recession and changes in consumer confidence in the economy; and terrorist attacks or other global events. Our business is particularly susceptible to any such changes because our casino properties offer a highly discretionary set of entertainment and leisure activities and amenities. Gaming and other leisure activities we offer represent discretionary expenditures and participation in such activities may decline if discretionary consumer spending declines, including during economic downturns, during which consumers generally earn less disposable income. The economic downturn that began in 2008 and adverse conditions in the local, regional, national and global markets have negatively affected our business and results of operations and may continue to negatively affect our operations in the future. In addition, the Atlantic City gaming market in particular has seen a massive decline. For example, according to the Atlantic City Gaming Industry Impact Report, prepared by the Office of Communications, State of New Jersey Casino Control Commission, reported gaming revenues for Atlantic City properties have declined from $4,920.8 million in 2007 to $2,862.1 million in During periods of economic contraction, our revenues may decrease while most of our costs remain fixed and some costs even increase, resulting in decreased earnings. While economic conditions have improved, our revenues may continue to decrease. For example, while the gaming industry has partially recovered from 2008, there are no assurances that the gaming industry will continue to grow as a result of economic downturn or other factors. Any decrease in the gaming industry could adversely affect consumer spending and adversely affect our operations. Additionally, key determinants of our revenues and operating performance include hotel average daily rate ("ADR"), number of gaming trips and average spend per trip by our customers. Given that 2007 was the peak year for our financial performance and the gaming industry in the United States in general, we may not attain those financial fmancial levels in the near term, or at all. If we fail to increase ADR or any other similar metric in the near term, our revenues may not increase and, as a result, we may not be able to pay down our existing debt, fund our operations, fund planned capital expenditures or achieve expected growth rates, all of which could have a material adverse effect on our business, financial condition, results of operations and cash flow. Even an uncertain economic outlook may adversely affect consumer spending in our gaming operations and related facilities, as consumers 14

70 Case 1:15-cv JSR Document Filed 05/10/16 Page 8 of 12 Income Tax Benefit The effective tax rate benefit for 2013, 2012 and 2011, was 34.7%, 38.5% and 42.2%, respectively. The 2013 effective rate benefit was primarily impacted by the tax benefits from a capital loss resulting from a tax election made for U.S. federal income tax purposes and the reversal of uncertain tax positions offset by the change in our federal valuation allowance and the deferred tax implications of the CGP LLC transaction in The 2012 effective tax rate benefit was primarily impacted by the tax benefit from the reversal of uncertain tax positions offset by the tax effects of nondeductible goodwill impairments. Should the Company continue to experience operating losses of the same magnitude it has experienced in the past several years, it is reasonably possible in the near term that the future reversal of its U.S. federal deductible temporary differences could exceed the future reversal of its U.S. federal taxable temporary differences, in which case the Company would record a valuation allowance for such excess with a corresponding reduction of federal income tax benefit on its Consolidated Statements of Operations. The year-over-year decrease in the effective tax rate benefit for 2012 was, primarily due to (i) nondeductible goodwill impairments in 2012, (ii) a decrease in the tax benefit from foreign operations in 2012 mostly related to the effect of providing deferred taxes on unremitted earnings from foreign subsidiaries in Uruguay that are no longer permanently reinvested, (iii) a decrease in state deferred tax benefits recognized in 2012 relative to 2011 mostly as a result of a state restructuring completed in 2011, and (iv) deferred tax benefits recognized in 2011 from a correction of the deferred tax liabilities, which were partially offset by tax benefits recognized in 2012 from the decrease of uncertain tax positions relating to the settlement of a foreign matter and our IRS examinations. See Note 15, " Income Taxes," for additional information. Income/(Loss) from discontinued operations. operations, net of income taxes During the year ended December 31, 2013, loss from discontinued operations, net of income taxes was $ million, primarily comprised of charges totaling $ million for exit activities and the write-down of intangible and tangible assets related to the March 4, 2013 closure of the Alea Leeds casino and net write-downs of $5.8 million related to our land concession in Macau. During the year ended December 31, 2012, loss from discontinued operations, net of income taxes was $ million and included a $101.0 million tangible asset impairment charge related to our land concession in Macau. During the year ended December 31, 2011, income from discontinued operations, net of income taxes was $27.3 million and included $63.9 million of income taxes related to the sale of the Harrah's St. Louis casino. Liquidity and Capital Resources Liquidity Discussion and Analysis We are a highly leveraged company and a significant amount of our liquidity needs are for debt service, including significant interest payments. As of December 31, 2013, we had $23, million face value of outstanding indebtedness and our current debt service obligation for 2014 is $2,383.0 million, consisting of $197.1 million in principal maturities and $2,185.9 million in required interest payments. Our debt service obligation for 2015 is $3,223.7 million, consisting of $1,212.2 million in principal maturities and $2, million in required interest payments. The following table summarizes the annual maturities of the face value of our long-term debt as of December 31, 2013 : (In millions) Thereafter Total CEOC $ $ 1,108.5 $ 2,084.0 $ 2,715.5 $ 8,447.1 $ 4,819.8 $ 19,288.3 Less: CEOC to affiliate (1) (427.3) ) (324.5) ) (390.9) ) (3.9) ) (1,146.6) ) CERP , ,676.7 CGP LLC Total $ $ 1,212.2 $ 1,793.5 $ 2,351.8 $ 8,473.7 $ 9,561.0 $ 23,589.3 (1) (') Substantially all of these amounts are held by CGP LLC. See Note 9, " Debt," for details on our debt outstanding and restrictive covenants related to certain of our borrowings. This detail includes, among other things, a table presenting details of our individual borrowings outstanding as of December 31, 2013 and 2012, with maturities by year, as well as discussion of recent changes in our debt outstanding and certain changes in the terms of existing debt for the year ended December 31,

71 Case 1:15-cv JSR Document Filed 05/10/16 Page 9 of 12 Following the U.S. recession of late 2007 through 2009, we have observed that gaming activity has remained well below the pre-recession levels. In addition, new competition in certain regional markets has negatively affected "same same store" store volumes, while overall slot volumes trends continue to weaken in most markets. These factors have negatively affected our results of operations, and may continue to negatively affect our results of operations in the future. During periods of economic weakness and in the face of continued weak consumer spending on gaming, our revenues may decrease while many of our costs remain fixed and some costs even increase, resulting in decreased earnings. As a result, we have experienced substantial net losses since 2010, as well as operating losses in 2012 and 2013, resulting in a net stockholders' stockholders deficit of $3,122.0 million as of December 31, Further, we expect to experience operating and net losses in 2014 and beyond. Our cash and cash equivalents, excluding restricted cash, totaled $2,771.2 million as of December 31, 2013 compared with $1, million as of December 31, Cash and cash equivalents as of December 31, 2013, includes $ million held by CGP LLC, which is not available for our use to fund other Caesars operations or satisfy our obligations. In addition to cash flows from operations, available sources of cash include amounts available under CEOC's current revolving credit facility. At December 31, 2013, the facility provided for up to $215.5 million, with $109.4 million maturing on January 28, As of March 1, 2014 the facility provided for $106.1 million, of which $9.6 million remained as available borrowing capacity. In addition, CERP had $269.5 million available on its revolving credit facility at December 31, Each of the structures comprising Caesars Entertainment's Entertainment s consolidated financial fmancial statements have separate debt agreements with related restrictions on usage of their capital resources. CGP LLC is a variable interest entity that is consolidated by Caesars Entertainment. CAC is the managing member of CGP LLC and therefore controls all decisions regarding liquidity and capital resources of CGP LLC. (Dollars in millions) December 31, 2013 CEOC CERP CGP LLC Parent Cash, cash equivalents, and short term investments (1) $ 1,438.2 $ $ $ Revolver capacity (2) Less: revolver capacity committed to letters of credit (100.5) Total Liquidity $ 1,553.2 $ $ $ (1) Excludes restricted cash. (2) At December 31, 2013, the CEOC revolver provided capacity up to $215.5 million, however $109.4 million of that revolver capacity matured on January 28, 2014 and available capacity is $106.1 million before the letter of credit commitments. Restricted cash totaled $424.3 million as of December 31, The current portion is primarily comprised of amounts related to interest payments on outstanding debt and amounts held to satisfy certain insurance program requirements. The non-current portion primarily represents funds reserved for ongoing development projects. As a result of the restrictions from CEOC's borrowings, CERP Financing and other arrangements, the amount of restricted net assets of our consolidated subsidiaries held was $3.0 billion and $1.2 billion, as of December 31, 2013 and 2012, respectively. The amount of restricted net assets in our unconsolidated subsidiaries is not material to the financial statements. Our operating cash inflows are typically used for operating expenses, debt service costs, working capital needs, and capital expenditures in the normal course of business. We experienced negative operating cash flows of $ million in 2013, and we also expect to experience negative operating cash flows in 2014 and beyond. As described more fully in Note 24, " Subsequent Events," we recently announced that CGP LLC will acquire certain assets from CEOC for $2,000.0 million in cash, net of assumed debt. The transaction is expected to close in the second quarter The net cash proceeds will impact the calculation of the senior secured leverage ratio ("SSLR") covenant going forward to the extent it reduces first lien debt or increases cash of CEOC. From time to time, depending upon market, pricing, and other conditions, and on our cash balances and liquidity, we may seek to acquire or exchange notes or other indebtedness of the Company's Company s subsidiaries through open market purchases, privately negotiated transactions, tender offers, redemption, exchange offers or otherwise, upon such terms and at such prices as we may determine (or as may be provided for in the indentures governing the notes), for cash or other consideration, including our common stock. In addition, we have considered and will continue to evaluate potential transactions to reduce net debt, such as debt for debt exchanges, debt for equity exchanges and other transactions. 45

72 Case 1:15-cv JSR Document Filed 05/10/16 Page 10 of 12 We do not expect that cash flow from operations will be sufficient to repay CEOC's indebtedness in the long-term and we will have to ultimately seek a restructuring, amendment or refinancing of our debt, or if necessary, pursue additional debt or equity offerings. Our ability to refmance refinance or restructure our debt, or to issue additional debt or equity, will depend upon, among other things: The condition of the capital markets at the time, which is beyond our control, Our future financial fmancial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control; and Our continued compliance with the terms and covenants in our Credit Facilities, indentures and loan agreements that govern our debt. Under CEOC's Credit Facilities, we are required to satisfy and maintain specified financial fmancial ratios. Specifically, our credit facilities require CEOC to maintain an SSLR of no more than 4.75 to 1.0, which is the ratio of its senior first priority secured debt to LTM Adjusted EBITDA - Pro Forma - CEOC Restricted. This ratio excludes up to $3,700.0 million of first priority senior secured notes and up to $ million aggregate principal amount of consolidated debt of subsidiaries that are not wholly-owned. This ratio also reduces the amount of senior first priority secured debt by the amount of unrestricted CEOC cash on hand which was $ 1,450.2 million as of December 31, As of December 31, 2013, the SSLR was 4.52 to 1.0. While we were in compliance with the terms and conditions of all of our loan agreements, including CEOC's CEOC s Credit Facilities and indentures, as of December 31, 2013, in order to comply with the quarterly SSLR covenant under the CEOC Credit Facility in the future, we will need to achieve a certain amount of LTM Adjusted EBITDA - Pro-Forma - CEOC Restricted and/or reduced levels of total CEOC senior secured net debt (total senior secured debt less unrestricted cash). The factors that could impact the foregoing include (a) changes in gaming trips, spend per trip and hotel metrics, which we believe are correlated to consumer spending and confidence generally and spending by consumers for gaming and other entertainment activities, (b) our ability to effect cost savings initiatives, (c) our ability to complete asset sales, including the transaction described more fully in Note 24, (d) issuing additional second lien or unsecured debt, or project financing, (e) reducing net debt through open market purchases, privately negotiated transactions, redemptions, tender offers or exchanges, (f) equity issuances, (g) reductions in capital expenditures spending, or (h) a combination thereof. In addition, under certain circumstances, CEOC's Credit Facilities allow us to apply cash contributions received by CEOC from CEC as an increase to LTM Adjusted EBITDA - Pro Forma - CEOC Restricted, if CEOC is unable to meet its SSLR covenant, in order to cure any breach. Based upon our current operating forecast, the expected closing of the CEOC asset sale to CGP LLC described above, and our ability to achieve one or more of the other factors noted above, including our ability to cure a breach of the CEOC SSLR, in certain circumstances, with cash contributions from CEC, we believe that we will have sufficient liquidity to fund our operations and meet our debt service obligations and that we will continue to be in compliance with the CEOC SSLR covenant during the next twelve months. Effective February 8, 2012, as the result of our initial public offering, our common stock trades on the NASDAQ Global Select Market under the symbol "CZR." The net proceeds from our initial public offering were approximately $15 million, taking into account expenses and underwriting commissions, and giving effect to the exercise of the underwriters' over-allotment option. In connection with the public offering, we effected a for-1 split of our common stock. In March 2012, we filed a prospectus with the SEC, as part of a registration statement, to sell shares of our common stock, up to a maximum aggregate offering price of $ million, and, in April 2012, we entered into an equity distribution agreement whereby we may issue and sell up to 10.0 million shares of our common stock from time to time. On September 25, 2013, Caesars entered into an underwriting agreement for the sale of million shares of its common stock, par value $0.01 per share. The underwriter agreed to purchase the common stock from Caesars at a price of $19.40 per share, which resulted in $194.0 million of proceeds to Caesars before expenses. On September 27, 2013, the underwriter exercised its option to purchase 340,418 additional shares of common stock, resulting in approximately $6.6 million of additional proceeds to Caesars before expenses. These transactions closed on October 1, 2013, and resulted in $200.6 million of cash proceeds to Caesars before expenses. 46

73 Case 1:15-cv JSR Document Filed 05/10/16 Page 11 of 12 (ii) obtain up to $ million of extended revolving facility commitments with a maturity of January 28, 2017, (iii) increase the accordion capacity under the CEOC Credit Facilities by an additional $ million (which may be used, among other things, to establish extended revolving facility commitments under the CEOC Credit Facilities); (iv) modify the calculation of the senior secured leverage ratio for purposes of the maintenance test under the CEOC Credit Facilities to exclude the February 2013 notes; and (v) modify certain other provisions of the CEOC Credit Facilities. CERP Financing, Debt Covenant Compliance and Restrictions CMBS Financing - refmanced refinanced as part of CERP Financing In connection with the Acquisition, eight of our properties (the "CMBS CMBS properties") properties ) and their related assets were spun out of CEOC to Caesars Entertainment. As of the Acquisition date, the CMBS properties were Harrah's Las Vegas, Rio, Flamingo Las Vegas, Harrah's Atlantic City, Showboat Atlantic City, Harrah's Lake Tahoe, Harveys Lake Tahoe and Bill's Lake Tahoe. The CMBS properties borrowed $6,500.0 million of CMBS financing (the "CMBS CMBS Financing"). Financing ). The CMBS Financing was secured by the assets of the CMBS properties and certain aspects of the financing were guaranteed by Caesars Entertainment. On May 22, 2008, Paris Las Vegas and Harrah's Laughlin and their related operating assets were spun out of CEOC to Caesars Entertainment and became property secured under the CMBS mortgage loan and/or related mezzanine loans ("CMBS ( CMBS Loans"), Loans ), and Harrah's Lake Tahoe, Harveys Lake Tahoe, Bill's Lake Tahoe and Showboat Atlantic City were transferred to CEOC from Caesars Entertainment as contemplated under the debt agreements effective pursuant to the Acquisition. The CMBS Financing was refinanced in October 2013 as described below. Octavius/Linq Financing - refinanced as part of CERP Financing On April 25, 2011, the Company, together with certain subsidiaries of CEOC comprised of Caesars Octavius, LLC; Caesars Linq, LLC; and Octavius Linq Holding Company, LLC (collectively the "Borrowers") Borrowers ) entered into a credit agreement (the "Octavius/Linq Octavius/Linq Credit Agreement") Agreement ) pursuant to which the Borrowers incurred financing fmancing to complete the development of the Octavius Tower at Caesars Palace Las Vegas and the Linq project (the "Development"). The Octavius/Linq Credit Agreement provides for a $ million senior secured term facility (the "Term Term Facility") Facility ) with a six-year maturity, secured by all material assets of the Borrowers. The proceeds of the Term Facility were funded during the second quarter of 2011 and were classified as restricted cash until drawn to pay for costs incurred in the Development. In October 2013, the Linq and Octavius Tower were transferred from CEOC to a CERP entity, and amounts outstanding under the Octavius/Linq Credit Agreement were refinanced as part of this CERP Financing transaction as described below. On October 11, 2013, we formed CERP from the prior CMBS Financing structure assets plus the addition of Linq and Octavius acquired from CEOC, and (i) completed the offering of $1, million aggregate principal amount of their 8% first-priority senior secured notes due 2020 and $1,150 million aggregate principal amount of their 11% second-priority senior secured notes due 2021 (together with the 8% firstpriority senior secured notes due 2020, the "Notes") and (ii) entered into a first lien credit agreement governing their new $2, million senior secured credit facilities, consisting of senior secured term loans in an aggregate principal amount of $2, million ("CERP Term Loans") and a senior secured revolving credit facility in an aggregate principal amount of up to $269.5 million. We refer to this new borrowing structure as CERP and the refinancing transaction as "CERP Financing." The CERP Financing includes negative covenants, subject to certain exceptions, restricting or limiting the ability of CERP and operating companies under the CERP Financing to, among other things: (i) incur additional debt or issue certain preferred shares; (ii) pay dividends on or make distributions in respect of their capital stock or make other restricted payments; (iii) make certain investments; (iv) sell certain assets; (v) create liens on certain assets to secure debt; (vi) consolidate, merge, sell, or otherwise dispose of all or substantially all of their assets; (vii) enter into certain transactions with their affiliates; and (viii) designate their subsidiaries as unrestricted subsidiaries. The CERP Financing also includes affirmative covenants that require the CERP properties to, among other things: (i) maintain its legal existence; (ii) maintain required insurance coverage; (iii) pay all taxes when due; (iv) furnish required financial statements and compliance certificates to the lenders; (v) furnish required written notices to the lenders; (vi) comply with all laws and regulations from applicable governmental authorities (including environmental laws); (vii) maintain all records and allow access to lenders upon request; (viii) use the proceeds in the manner set forth in the credit agreement; and (ix) maintain required debt ratings. 49

74 Case 1:15-cv JSR Document Filed 05/10/16 Page 12 of 12 CAESARS ENTERTAINMENT CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In these footnotes, the words "Company," "Caesars Entertainment." "we." "our," and "us" refer to Caesars Entertainment Corporation ("CEC''), a Delaware corporation. its subsidiaries and consolidated entities, unless otherwise stated or the context requires otherwise. Note 1 - Description of Business and Basis of Presentation We conduct business through our wholly owned subsidiaries, Caesars Entertainment Operating Company, Inc. ("CEOC") and Caesars Entertainment Resort Properties ("CERP") and their subsidiaries. We also consolidate Caesars Growth Partners, LLC ("CGP LLC"), which is a variable interest entity ("VIE") for which we have determined that we are the primary beneficiary. As of December 31, 2013, we owned, operated, or managed, through various subsidiaries and VIEs, 52 casinos in 13 U.S. states and 5 countries. Of the 52 casinos, 39 are in the United States and primarily consist of land-based and riverboat or dockside casinos. Our 13 international casinos are land-based casinos, most of which are located in England. See Item 2, " Properties. " We have an ownership interest in COP LLC as well as obligations under the asset management and management services agreements that constitute variable interests in COP LLC. Because the equity holders in COP LLC receive returns disproportionate to their voting interests and substantially all the activities of COP LLC are related to Caesars, COP LLC has been determined to be a variable interest entity. We have determined that we are the primary beneficiary of COP LLC and we have consolidated this entity. See Note 5, " Caesars Growth Partners, LLC Transactions." Caesars Interactive Entertainment, Inc. ("CIE"), which is a majority owned subsidiary of COP LLC, operates an on line gaming business providing for certain real money games in Nevada, New Jersey, and the United Kingdom; "play for fun" offerings in other jurisdictions; and social games on Facebook and other social media websites and mobile application platforms, such as Slotomania. CIE also owns the World Series of Poker ("WSOP") tournaments and brand, and licenses trademarks for a variety of products and businesses related to this brand. We view each casino property and CIE as operating segments and aggregate all such casino properties and CIE into one rep011able segment. On January 28, 2008, Caesars Entertainment was acquired by affiliates of Apollo Global Management, LLC (together with such affiliates, "Apollo") and affiliates of TPG Capital, LP (together with such affiliates, "TPG" and, together with Apollo, the "Sponsors") in an all-cash transaction ("the Acquisition"). As a result of the Acquisition and through February 7, 2012, our stock was not publicly traded. Effective February 8, 2012, as the result of our public offering, our common stock trades on the NASDAQ Global Select Market ("NASDAQ") under the symbol "CZR." In connection with the public offering, the Company effected a for- 1 split of its common stock. Unless otherwise stated, all applicable share and per-share data presented herein have been retroactively adjusted to give effect to this stock split. See Note 11, " Stockholders' Equity and Loss Per Share," for further information. liquidity Considerations We are a highly leveraged company and a significant amount of our liquidity needs are for debt service, including significant interest payments. As of December 31, 2013, we had $23,589.3 million face value of outstanding indebtedness and our current debt service obligation for 2014 is $2,383.0 million, consisting of $197.1 million in principal maturities and $2,185.9 million in required interest payments. Our debt service obligation for 2015 is $3, million, consisting of $1,212.2 million in principal maturities and $2,011.5 million in required interest payments. Following the U.S. recession of late 2007 through 2009, we have observed that gaming activity has remained well below the pre-recession levels. In addition, new competition in certain regional markets has negatively affected "same store" volumes, while overall slot volumes trends continue to weaken in most markets. These factors have negatively affected our results of operations, and may continue to negatively affect our results of operations in the future. During periods of economic weakness and in the face of continued weak consumer spending on gaming, our revenues may decrease while many of our costs remain fixed and some costs even increase, resulting in decreased earnings. As a result, we have experienced substantial net losses since 2010, as well as operating losses in 2012 and 2013, resulting in a net stockholders' deficit of $3,122.0 million as of December 31, Further, we expect to experience operating and net losses in 2014 and beyond. Our cash and cash equivalents, excluding restricted cash, totaled $2,771.2 million as of December 31, 2013 compared with $1,757.5 million as of December 31, Cash and cash equivalents as of December 31, 2013, includes $976.9 million held by COP LLC, which is not available for our use to fund operations or satisfy our obligations. Caesars experienced negative operating ~

75 Case 1:15-cv JSR Document Filed 05/10/16 Page 1 of 12 Exhibit 11 Excerpts from Declaration of David B. Sambur In Support of Caesars Entertainment Corporation s Opposition to BOKF, N.A. and UMB Bank, N.A. s Motion for Partial Summary Judgment, [BOKF ECF 40] (the Sambur Decl. )

76 Case 1:15-cv JSR 1:15-cv SAS Document Filed 07/24/15 05/10/16 Page 12 of of 1112 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK BOKF, N.A., Plaintiff, No. 1:15-cv SAS v. CAESARS ENTERTAINMENT CORPORATION, Defendant. UMB BANK, N.A., Plaintiff, No. 1:15-cv SAS v. CAESARS ENTERTAINMENT CORPORATION, Defendant. DECLARATION OF DAVID B. SAMBUR IN SUPPORT OF CAESARS ENTERTAINMENT CORPORATION S OPPOSITION TO BOKF, N.A. AND UMB BANK, N.A. S MOTIONS FOR PARTIAL SUMMARY JUDGMENT

77 Case 1:15-cv JSR 1:15-cv SAS Document Filed 07/24/15 05/10/16 Page 23 of of 1112 DAVID B. SAMBUR declares pursuant to 28 U.S.C. 1746: 1. I am a partner of an affiliate of Apollo Global Management LLC ( Apollo ). Since November 2010, I have served as a member of the Board of Directors of Caesars Entertainment Corporation ( CEC ). I have been actively involved in CEC s business since the acquisition of CEC in 2008 described in paragraph 3 below. 2. I submit this declaration in support of CEC s opposition to Plaintiffs Motions for Partial Summary Judgment in the above-captioned cases (the Motions ). The facts set forth in this declaration are based on my personal knowledge and CEC s business records. CEC and CEOC 3. CEC and its subsidiaries, including Caesars Entertainment Operating Company, Inc. ( CEOC ), own, operate, or manage approximately 50 casinos in 14 U.S. states and five countries. On January 28, 2008, investment funds affiliated with Apollo Global Management, LLC and TPG Capital, along with co-investors, acquired CEC (then known as Harrah s Entertainment) and its subsidiaries. CEC is currently a publicly traded company with a market capitalization of less than $750 million. CEOC filed for bankruptcy under Chapter 11 of the Bankruptcy Code on January 15, CEOC s bankruptcy stemmed from economic factors and industry trends that we did not foresee in These included the recession, changing consumer preferences in the gaming industry, and increased competition for gaming dollars resulting from a rise in the number of casinos in various states. In response to these business challenges, CEC, CEOC, and other subsidiaries and affiliates of CEOC engaged in over 45 capital market transactions including asset sales, exchange and tender offers, debt repurchases, and loan re-financings. These transactions were undertaken to inject cash into CEOC, to deleverage CEOC s balance sheet, to build room in CEOC s bank maintenance covenant, and to extend outstanding debt 1

78 Case 1:15-cv JSR 1:15-cv SAS Document Filed 07/24/15 05/10/16 Page 34 of of 1112 maturities, all in an effort to position CEOC to deleverage as its business performance improved. And they enabled CEOC to repay more than $8 billion of principal and interest to its creditors. 5. Plaintiffs refer in particular to certain transactions that took place over the course of 2013 and 2014 involving CEC and CEOC. These include: (1) the refinancing of certain CMBS debt secured by non-ceoc properties in October 2013, which involved the sale by CEOC to Caesars Entertainment Resort Properties LLC ( CERP ) of two properties that were included as additional collateral for certain new loans to CERP; (2) the formation of Caesars Acquisition Company ( CAC ) and Caesars Growth Partners ( CGP ), which involved both the sale in October 2013 by CEOC to CGP of two properties and the contribution in October 2013 by subsidiaries of CEC to CGP of interests in Caesars Interactive Entertainment; and (3) the sale by CEOC of four properties to CGP in May These transactions were the result of a good faith and appropriate process, provided CEOC with substantial benefits and with fair market value of the assets it sold (as attested by opinions of independent financial advisors), and provided billions of dollars that contributed to CEOC s ability to pay, since the beginning of 2013, more than $3.6 billion to its creditors. Each transaction was reviewed by independent and experienced financial advisors, and each transaction was accompanied by one or more independent opinions from financial advisors that CEOC was receiving fair value for the assets sold. The sale to CERP in October 2013 was specifically reviewed and approved by CEOC s Board of Directors, in consultation with legal counsel and an independent financial advisor. The sales of assets to CGP in October 2013 and May 2014 were undertaken by special committees made up of independent CEC directors assisted by their own legal and financial advisors, and each of these asset sales was approved by the CEOC Board via unanimous written consent. Together, the transactions were 2

79 Case 1:15-cv JSR 1:15-cv SAS Document Filed 07/24/15 05/10/16 Page 45 of of 1112 designed to generate capital for CEOC to deleverage, ensure maintenance with debt covenants, and push out debt maturities, and the proceeds were used to pay creditors. 7. Finally, Plaintiffs refer to the creation of Caesars Enterprise Services, LLC ( CES ) and associated intellectual property rights issues. CES was created to manage enterprise-wide intellectual property and other shared services among CGP, CEOC and CERP, including Total Rewards, an industry-leading customer loyalty program. The creation of CES was a condition attached by the CAC Special Committee to CGP s purchase from CEOC of four properties in May In connection with the creation of CES, CEOC licensed on a nonexclusive basis certain intellectual property related to Total Rewards to CES. 8. The Motions challenge three specific transactions, undertaken respectively in May and August As described further below, these transactions provided substantial benefits to CEOC including more than $2 billion in cash and debt relief were undertaken as part of a broader, sustained effort over many years to improve CEOC s financial condition, and provided CEOC with the means to pay more than $1.7 billion to its creditors, including holders of the BOKF and UMB Notes. The Indentures and the Guarantee 9. I was involved in the issuance of the BOKF and UMB Notes, including negotiations with underwriters of the issuances. The governing Indentures each contain a parent guarantee by CEC of CEOC s obligations under the Notes (the Guarantee ). The purpose of the Guarantee in each instance was to comply with Rule 3-10 of SEC Regulation S-X, which I understand permits the filing of only consolidated financial statements for the issuer s parent entity with condensed consolidating financial information provided for the issuer (here, CEOC) provided that certain requirements concerning the nature of the parent s guarantee have been met. A report from Fitch Ratings dated June 21, 2005 even noted, in discussing certain 3

80 Case 1:15-cv JSR 1:15-cv SAS Document Filed 07/24/15 05/10/16 Page 56 of of 1112 subsidiary-level debt of CEC s predecessor, Harrah s Entertainment, that a parent guarantee on that debt would allow[] [Harrah s Entertainment] to file consolidated financial statements as a proxy for [the subsidiary]. Consistent with this purpose, CEOC did not file its own audited financial statements with the SEC until after May 2014, when the Guarantee was released and CEOC could no longer rely on CEC s financial statements under Rule CEOC had also issued notes prior to the 2008 acquisition of CEC that likewise included a guarantee on the part of CEC that I understand was included to facilitate financial reporting by avoiding the cost and delay of preparing separate audited financial statements for CEOC. 10. I believe it was understood by market participants and the underwriters for the Notes based on conversations I have had, including those with the underwriters, and analyst reports I am familiar with that CEC s Guarantee could be released unilaterally, including upon the sale or transfer by CEC of CEOC stock. Market analysts have acknowledged that the sale of CEOC equity would independently serve to release the Guarantee including in reports in October 2013 from Goldman Sachs and from Covenant Review, an independent trade publication specializing in the analysis of indentures and credit agreements, and a report in April 2014 from J.P. Morgan. The B-7 Transaction and 5% Stock Sale 11. By the end of the first quarter of 2014, CEC guaranteed almost $17.5 billion of CEOC s debt, including the BOKF and UMB Notes. At the time, however, CEC had only $174.6 million in cash, cash equivalents, and short term investments, and its market capitalization was approximately $2.6 billion. 12. On May 6, 2014, CEC and CEOC announced a transaction (the B-7 Transaction ) designed to repay CEOC s near-term maturities. Under the B-7 Transaction, CEOC obtained $1.75 billion of new term loans, which were used to repay, among other things, 4

81 Case 1:15-cv JSR 1:15-cv SAS Document Filed 07/24/15 05/10/16 Page 67 of of 1112 nearly all outstanding notes that were set to mature before 2016, including certain notes held by CGP. Specifically, CEOC retired: (a) 98 percent of the $214.8 million in aggregate principal amount of 10.00% Second Priority Senior Secured Notes due 2015; and (b) 99.1 percent of the $792 million in aggregate principal amount of 5.625% Senior Notes due CEOC paid off these notes at a slight premium, which is typical when companies redeem notes ahead of their maturity date and is based on redemption premiums required by the terms of the notes. 13. In addition, as part of the transaction, CEOC s bank lenders operating at the time under a Second Amended and Restated Credit Agreement (the Credit Agreement ) consented to amend that agreement to relax certain financial covenants, including the Senior Secured Leverage Ratio ( SSLR ) maintenance covenant, which governed the amount of senior secured debt CEOC could carry relative to its EBITDA, and which CEOC had been at risk of breaching. The lenders were paid consent fees in connection with the amendment, as is customary in such circumstances in order to facilitate amendments to loan agreements. 14. As a condition of the new financing, the lenders who negotiated the transaction demanded that CEC exercise its right under various indentures including the BOKF and UMB Indentures to release CEC s parent guarantee. This is reflected in, among other places, the Incremental Facility Amendment and Term B-7 Agreement itself, which provides in Section 4.1(b)(6) that [p]rior to or substantially concurrently with the assumption of the Initial Term B-7 Loans by [CEOC], [CEOC] shall not be a Wholly-Owned Subsidiary of [CEC]. Because of the benefits to CEOC of obtaining the substantial new cash from the B-7 Transaction, CEC and CEOC assented to the lenders conditions. 15. Accordingly, on May 5, 2014, CEC sold 5% of CEOC s stock to three investors for a total of $6.15 million (the 5% Stock Sale ). The sale was made to unaffiliated investors that held equity in CEC or CEOC debt. The sale did not entail any modifications to the 5

82 Case 1:15-cv JSR 1:15-cv SAS Document Filed 07/24/15 05/10/16 Page 78 of of 1112 Indentures, and no consent by the holders of the Notes was required under the terms of the Indentures. As a consequence of the sale, CEOC was no longer a Wholly Owned Subsidiary of CEC. Following this transaction, in accordance with Rule 3-10 and the terms of the Indentures, CEOC began to file its own audited financial statements with the SEC. 6% Stock Transfer 16. Separately, on May 30, 2014, CEOC executed a transaction (the 6% Stock Transfer ) in which it transferred approximately 6% of its stock to an employee benefit plan, causing CEC to thereafter own approximately 89% of CEOC. The 6% Stock Transfer allowed CEOC to disperse ownership of its stock and thus facilitated the listing of CEOC stock on an exchange, with the potential to create a liquid and tradable equity currency for CEOC to enable future capital markets transactions and debt-for-equity exchanges. 17. As with the 5% Stock Sale, the 6% Stock Transfer did not modify the Indentures, and the Indentures required no consent by the holders of the Notes. August Unsecured Notes Transaction 18. On August 12, 2014, CEOC, CEC, and certain noteholders (the Participating Noteholders ) representing a majority of CEOC s 6.50% Senior Notes due 2016 and 5.75% Senior Notes due 2017 (together, the 2016 and 2017 Notes ) entered into a Note Purchase and Support Agreement. The transaction (the August Unsecured Notes Transaction ) was completed on August 22, Under the transaction, the Participating Noteholders consented to amendments to the indentures governing the 2016 and 2017 Notes by, among other things, removing CEC s guarantee on the 2016 and 2017 Notes and transferred to CEC and CEOC approximately $155.4 million of the 2016 and 2017 Notes. In return, CEC and CEOC each transferred $77.7 million in cash to the Participating Noteholders, and CEOC paid the Participating Noteholders for accrued and unpaid interest. CEC additionally transferred $

83 Case 1:15-cv JSR 1:15-cv SAS Document Filed 07/24/15 05/10/16 Page 89 of of 1112 million of the 2016 and 2017 Notes that it held to CEOC for cancellation. In total, the transaction reduced CEOC s outstanding debt by $582 million, at a cost to CEOC of only $78 million. 19. The 2016 and 2017 Notes are distinct from the BOKF and UMB Notes. The Indentures at issue in these cases were not amended as part of the August Unsecured Notes Transaction. 20. The 2016 and 2017 Notes were the last outstanding Existing Notes defined in the Indentures, as CEC s guarantee of the other Existing Notes had already been discharged or released. The Restructuring Support Agreement 21. Over 2014, CEC and CEOC took action to enhance CEOC s overall financial condition and reposition CEOC for an improved gaming market. As a result of the transactions and efforts discussed above, CEOC increased its cash reserves and decreased its debts. CEOC had approximately $1.2 billion in liquidity at the end of the first quarter of 2014 and $2.2 billion at the end of the second quarter. CEOC and CEC were paying all of their debts when due and were in compliance with their debt covenants, and CEC had an unqualified opinion from its auditors on its consolidated financial statements, which included CEOC. 22. On September 12, 2014, CEC announced that CEC and CEOC had executed non-disclosure agreements with certain senior creditors of CEOC. CEC had earlier attempted to engage creditor groups that included holders of CEOC s second lien debt a constituency that included the holders of the Notes but discussions ultimately did not progress or result in them joining the Restructuring Support and Forbearance Agreement (the RSA ) described below (though CEC just this past week announced a separate restructuring support agreement with a substantial group of second lien bondholders). I believe that CEOC s negotiations with its 7

84 Case Case 1:15-cv JSR 1:15-cv SAS Document Filed 07/24/15 05/10/16 Page 910 of of 1112 creditors were hampered by the fact that some of the large institutional investors that held its bonds also held positions in credit default swaps on CEOC and would have benefitted from a CEOC default. According to published reports, in early 2015 CDS contracts outstanding on CEOC totaled more than $25 billion, the largest amount of any U.S. non-banking corporation. 23. Despite these challenges, the negotiations with CEOC s senior secured creditors ultimately led to the RSA, originally dated December 19, 2014, which formed the basis of a plan for reorganization in CEOC s Chapter 11 case. The RSA sets forth the economic terms of a proposed plan for the reorganization of CEOC and the other debtor-affiliates. If the proposed plan is approved, first lien noteholders will receive a combination of cash, newlyissued debt and equity in a reorganized CEOC valued at approximately 89 cents on the dollar, and second lien noteholders will receive equity in the reorganized company. 24. The RSA is unrelated to the transactions that Plaintiffs challenge in the Motions. The challenged transactions were completed months before the RSA was entered into, and none of those transactions was undertaken pursuant to that agreement. Likewise, none of the B-7 lenders at whose behest the CEC guarantee was released in May 2014 was a party to the RSA. 25. On July 21, 2015, a deal was announced with certain second lien noteholders holding a significant amount of second lien CEOC debt. The agreement provides for a substantial improvement in recoveries for second lien noteholders including holders of the BOKF Notes including notes that are convertible into CEC equity, additional equity in a reorganized CEOC, and a potential cash component as well. The agreement will become effective when holders owning more than 50% of CEOC s second lien debt sign the agreement, and CEC and CEOC are hopeful they can continue to build support for this new offer. 8

85 Case 1:15-cv JSR 1:15-cv SAS Document Filed 07/24/15 05/10/16 Page 1011 of of Negotiations among representatives of CEC, the debtors, and CEOC s creditors are ongoing, and it is entirely possible that another plan will be developed and presented to the Bankruptcy Court, with different levels of distributions to the holders of the BOKF and UMB Notes based on, among other things, different contributions by CEC. 27. I attach true and correct copies of the relevant portions of the documents discussed in paragraphs 9, 10, and 14 above, as noted in the table below. Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Excerpt from Fitch Ratings Affirms Long-Term Debt Ratings of Harrah s from Fitch Ratings, dated June 21, 2005 Excerpt from Caesars: New Concerns About the Parent Guarantee Release Provisions from the Covenant Review report, dated October 16, 2013 Excerpt from PG 13: Thoughts on the parent guarantee to OpCo; still like 1st liens from Goldman Sachs report, dated October 25, 2013 Excerpt from Full House: The J.P. Morgan Credit Gaming/Lodging Monthly from J.P. Morgan, dated April 16, 2014 Excerpt from the Incremental Facility Amendment and Term B-7 Agreement, dated as of June 11, 2014, between Caesars Operating Escrow LLC, CEC, the Incremental Lenders, Bank of America, N.A., as Administrative Agent, Credit Suisse AG, Cayman Islands Branch, as Incremental Lender and Escrow Administrative Agent, and CEOC. 9

86 Case 1:15-cv JSR 1:15-cv SAS Document Filed 07/24/15 05/10/16 Page 1112 of of 1112 I hereby declare under penalty of perjury that the foregoing is true and correct. Dated: New York, New York July 24,

87 Case 1:15-cv JSR Document Filed 05/10/16 Page 1 of 7 Exhibit 14 Excerpts and Highlights from CEC Current Report (SEC Form 8-K) for the Period Ending (filed April 15, 2014) (the April 15, K )

88 Case 1:15-cv JSR Document Filed 05/10/16 Page 2 of 7 CAESARS ENTERTAINMENT CORP FORM 8-K (Current report filing) Filed 04/15/14 for the Period Ending 04/15/14 Address ONE CAESARS PALACE DRIVE LAS VEGAS, NV Telephone CIK Symbol CZR SIC Code Hotels and Motels Industry Casinos & Gaming Sector Services Fiscal Year 12/31 Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

89 Case 1:15-cv JSR Document Filed 05/10/16 Page 3 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 15, 2014 (April 15, 2014) Date of Report (Date of earliest event reported) Caesars Entertainment Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) (Commission File Number) (IRS Employer Identification Number) One Caesars Palace Drive Las Vegas, Nevada (Address of principal executive offices) (Zip Code) (702) (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 ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

90 Case 1:15-cv JSR Document Filed 05/10/16 Page 4 of 7 Item 7.01 Regulation FD Disclosure. Attached and incorporated herein by reference as Exhibit 99.1 is a copy of the Caesars Entertainment Operating Company, Inc. Financial Statements for the period ended December 31, These financial statements have also been published on Caesars Entertainment Corporation's website to satisfy lender reporting requirements. The information, including exhibits attached hereto, in this Current Report on Form 8-K is being furnished and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report on 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are being furnished herewith: 99.1 Caesars Entertainment Operating Company Financial Statements for the period ended December 31, 2013.

91 Case 1:15-cv JSR Document Filed 05/10/16 Page 5 of 7 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: April 15, 2014 By: / S / ERIC HESSION Eric Hession Senior Vice President and Treasurer

92 Case 1:15-cv JSR Document Filed 05/10/16 Page 6 of 7 Exhibit 99.1 Supplemental Discussion of Caesars Entertainment Operating Company, Inc. Financial Information On January 28, 2008, Caesars Entertainment Corporation ("Caesars Entertainment," "Caesars," or "CEC") was acquired by affiliates of Apollo Global Management, LLC and TPG Capital, LP in an all-cash transaction (the Acquisition ). A substantial portion of the financing of the Acquisition is comprised of bank and bond financing obtained by Caesars Entertainment Operating Company, Inc. (for purposes of this Exhibit, CEOC, the Company, we, our, or us, and including our subsidiaries when the context requires), a wholly owned subsidiary of Caesars Entertainment. This financing is neither secured nor guaranteed by Caesars Entertainment's other wholly owned subsidiaries, including certain subsidiaries that own properties that are secured under $4,650.0 million face value of financing issued by Caesars Entertainment Resort Properties ("CERP"). Therefore, we believe it is meaningful to provide information pertaining solely to the consolidated financial position and results of operations of CEOC and its subsidiaries. The CEOC consolidated condensed financial statements and other financial information and disclosures presented in this exhibit are unaudited and upon audit completion, such amounts and disclosures may change from what is presented herein. Index to Supplemental Disclosures Item Description Page 1 CEOC Operating Results and basis of presentation 2 CEOC Consolidated Condensed Financial Statements 3 Financial Statement Revisions 4 Properties 5 Consolidated Operating Results and Discussion Summary of 2014 Events Discussion of Results of Operations Liquidity and Capital Resources 6 Long-Term Debt 7 Collateral and Guarantors 8 Commitments, Contingencies and Guarantees 9 Non-GAAP Reconciliations

93 Case 1:15-cv JSR Document Filed 05/10/16 Page 7 of 7 costs even increase, resulting in decreased earnings. As a result, we have experienced substantial net losses since 2010, as well as operating losses in 2012 and 2013, resulting in a net stockholders deficit of $5,697.8 million as of December 31, Further, we expect to experience operating and net losses in 2014 and beyond. In addition to cash flows from operations, available sources of cash include amounts available under our current revolving credit facility. At December 31, 2013, the facility provided for up to $215.5 million, with $109.4 million maturing on January 28, As of March 31, 2014 the facility provided for $106.1 million, of which $9.6 million remained as available borrowing capacity. Our cash and cash equivalents, excluding restricted cash, totaled $1,440.0 million as of December 31, 2013 compared with $1,546.6 million at December 31, CEOC's liquidity was as follows as of December 31, 2013: (Dollars in millions) Cash, cash equivalents, and short term investments (1) $ 1,440.0 Revolver Capacity (2) Less: Revolver capacity committed to letters of credit (100.5) Less: Cash related to the Octavius Tower and LINQ project (1.8) Total Liquidity $ 1,553.2 (1) Excludes restricted cash. (2) At December 31, 2013, the CEOC revolver provided capacity up to $215.5 million, however $109.4 million of that revolver capacity matured on January 28, Restricted cash totaled $99.4 million as of December 31, Nearly all of the remaining restricted cash consists of cash reserved under loan agreements for development projects and certain expenditures incurred in the normal course of business, such as interest service, real estate taxes, property insurance, and capital improvements. Our operating cash inflows are typically used for operating expenses, debt service costs, working capital needs, and capital expenditures in the normal course of business. We experienced negative operating cash flows of $942.6 million in 2013, and we also expect to experience negative operating cash flows in 2014 and beyond. As described more fully in "Summary of 2014 Events," in the first quarter of 2014 we announced that CGP LLC will acquire certain assets from CEOC for $2,000.0 million in cash, less assumed debt. The transaction is expected to close in the second quarter of The net cash proceeds will impact the calculation of the senior secured leverage ratio ("SSLR") covenant (further described below) beginning in the first quarter 2014 to the extent it reduces first lien debt or increases cash of CEOC. From time to time, depending upon market, pricing, and other conditions, and on our cash balances and liquidity, we may seek to acquire or exchange notes or other indebtedness of the Company through open market purchases, privately negotiated transactions, tender offers, redemption, exchange offers or otherwise, upon such terms and at such prices as we may determine (or as may be provided for in the indentures governing the notes), for cash or other consideration, including our common stock. In addition, we have considered and will continue to evaluate potential transactions to reduce net debt, such as debt for debt exchanges, debt for equity exchanges and other transactions. We do not expect that cash flow from operations will be sufficient to repay CEOC's indebtedness in the long-term and we will have to ultimately seek a restructuring, amendment or refinancing of our debt, or if necessary, pursue additional debt or equity offerings. Our ability to refinance or restructure our debt, or to issue additional debt or equity, will depend upon, among other things: The condition of the capital markets at the time, which is beyond our control, Our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control; and Our continued compliance with the terms and covenants in our Credit Facilities, indentures and loan agreements that govern our debt. Under our Credit Facilities, we are required to satisfy and maintain specified financial ratios. Specifically, our Credit Facilities requires us to maintain an SSLR of no more than 4.75 to 1.0, which is the ratio of our senior first priority secured debt to LTM Adjusted EBITDA - Pro Forma - CEOC Restricted. This ratio excludes up to $3,700.0 million of first priority senior secured notes and up to $350.0 million aggregate principal amount of consolidated debt of subsidiaries that are not wholly owned. This ratio 23 CEOC

94 Case 1:15-cv JSR Document Filed 05/10/16 Page 1 of 16 Exhibit 15 Excerpts and Highlights from CEC Current Report (SEC Form 8-K) for the Period Ending May 2, 2014 (filed May 6, 2014) (the May 6, K )

95 Case 1:15-cv JSR Document Filed 05/10/16 Page 2 of 16 CAESARS ENTERTAINMENT CORP FORM 8-K (Current report filing) Filed 05/06/14 for the Period Ending 05/02/14 Address ONE CAESARS PALACE DRIVE LAS VEGAS, NV Telephone CIK Symbol CZR SIC Code Hotels and Motels Industry Casinos & Gaming Sector Services Fiscal Year 12/31 Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

96 Case 1:15-cv JSR Document Filed 05/10/16 Page 3 of 16 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 6, 2014 (May 2, 2014) Date of Report (Date of earliest event reported) Caesars Entertainment Corporation (Exact name of registrant as specified in its charter) Delaware (State of (Commission (IRS Employer Incorporation) File Number) Identification Number) Caesars Entertainment Operating Company, Inc. (Exact name of registrant as specified in its charter) Delaware (State of (Commission (IRS Employer Incorporation) File Number) Identification Number) One Caesars Palace Drive Las Vegas, Nevada (Address of principal executive offices) (Zip Code) (702) (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 ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

97 Collateral and Guarantors Case 1:15-cv JSR Document Filed 05/10/16 Page 4 of 16 Borrowings under the Credit Agreement were borrowed by the Borrower and guaranteed by Parent and the material, domestic wholly owned subsidiaries of the Borrower (subject to exceptions), and are secured by substantially all of the existing and future property and assets of the Borrower and the guarantors (other than Parent, whose guarantee is unsecured), including a pledge of the capital stock of the wholly owned domestic subsidiaries held by the Borrower and the guarantors (other than Parent) and 65% of the capital stock of the first-tier foreign subsidiaries held by the Borrower and the subsidiary guarantors, in each case subject to exceptions. Each of Bally s Las Vegas and The Quad are expected to be mortgaged under the Credit Agreement. The Cromwell will not be mortgaged but the Credit Agreement is secured by an indirect pledge of the equity interests of the subsidiary of the Borrower that holds The Cromwell. Restrictive Covenants and Other Matters Under the Credit Agreement, the Borrower may be required to meet specified leverage ratios in order to take certain actions, such as incurring certain debt or making certain restricted payments. In addition, the Credit Agreement includes negative covenants, subject to certain exceptions, restricting or limiting the Borrower s ability and the ability of its restricted subsidiaries to, among other things: (i) make non-ordinary course dispositions of assets; (ii) make certain mergers and acquisitions; (iii) make dividends and stock repurchases and optional redemptions (and optional prepayments) of subordinated debt; (iv) incur indebtedness; (v) make certain loans and investments; (vi) create liens; (vii) transact with affiliates; (viii) change the business of the Borrower and its restricted subsidiaries; (ix) enter into sale/leaseback transactions; (x) allow limitations on negative pledges and, in the case of its restricted subsidiaries, pay dividends or make distributions; (xi) change the fiscal year and (xii) modify subordinated debt documents. The Credit Agreement also includes negative covenants with respect to Parent, which will limit Parent s ability to undertake certain specified activities, as further detailed therein. Additionally, as previously disclosed, in connection with the transactions contemplated by the Transaction Agreement, Parent, the direct parent of the Borrower, entered into a commitment letter (the Commitment Letter ) with certain financial institutions (the Committed Lenders ), pursuant to which, subject to the conditions set forth therein, the Committed Lenders committed to provide a portion of the funds necessary to consummate such transactions. On May 5, 2014, in connection with the funding of the First Closing Term Loan, Parent agreed to terminate the Committed Lenders bridge financing commitments under the Commitment Letter, with related fees to be paid following the release of the gross proceeds of the Notes (as defined below) from escrow to fund the transactions contemplated under the Amended Agreement. In addition, Parent agreed that the Committed Lenders senior facilities commitments under the Commitment Letter will be terminated upon execution of a credit agreement in respect of such senior facilities and the funding and deposit of the proceeds of term loans thereunder into escrow pending consummation of the Second Closing. The fees payable to the Commitment Lenders in respect of the senior facilities will be paid following the release of the gross proceeds of the term loans from escrow to fund the transactions contemplated under the Amended Agreement. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to Caesars Entertainment s Current Report on Form 8-K filed on March 3, 2014, specifically to the terms of the Transaction Agreement attached as Exhibit 2.1 thereto, and the Amendment attached hereto as Exhibit 2.1, each of which is incorporated herein by reference. Item 1.02 Termination of a Material Definitive Agreement. On May 5, 2014, Caesars Entertainment completed the sale (the Disposition ) of 68.1 shares of CEOC s common stock, par value $0.01 per share (the CEOC Shares ), to certain investors. Caesars Entertainment received an aggregate purchase price of $6,150,000 for the CEOC Shares. As of May 5, 2014, after giving effect to the Disposition, Caesars Entertainment owns 95.0% of the common stock of CEOC. The CEOC Shares were offered pursuant to an exemption from the registration requirements of the Securities Act of

98 Case 1:15-cv JSR Document Filed 05/10/16 Page 5 of , as amended (the Securities Act ). The CEOC Shares are not 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. Upon the completion of the Disposition, Caesars Entertainment s guarantee of CEOC s outstanding secured and unsecured notes was automatically released. For detail on CEOC s debt that Caesars Entertainment previously guaranteed, see Note 9, Debt, to Caesars Entertainment s consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the Securities and Exchange Commission on March 17, 2014, which is incorporated by reference herein. Caesars Entertainment intends to use the net proceeds from the Disposition for general corporate purposes. CEOC did not incur any expenses in connection with, and will not receive any proceeds from, the Disposition. Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth under Item 1.01 is incorporated by reference herein into this Item Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 is incorporated by reference herein into this Item Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 2, 2014, CEOC amended its Certificate of Incorporation by filing an Amended and Restated Certificate of Amendment (the Amended Charter ), with the Delaware Secretary of State. The Amended Charter increased the total number of shares of capital stock authorized for issuance and contains certain other provisions consistent with Caesars Entertainment s certificate of incorporation. A copy of the Amended Charter is filed hereto as Exhibit 3.1 and is incorporated herein by reference. Item 7.01 Regulation FD Disclosure. Repayment of 2015 Maturities On May 6, 2014, Caesars Entertainment issued a press release announcing that CEOC will launch cash tender offers for any and all of its 5.625% Senior Notes due 2015 (the 5.625% Notes ) and any and all of its 10.00% Second-Priority Senior Secured Notes due 2018 (the 10.00% Notes ), subject to financing and other conditions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The press release also announced that in connection with the tender offers, on May 5, 2014, CEOC entered into note purchase agreements with a significant third-party holder and a subsidiary of Growth Partners (collectively, the Selling Holders ) to purchase (the Note Purchases ) from the Selling Holders approximately $746.4 million in aggregate principal amount (representing approximately 94.3%) of the 5.625% Notes for a purchase price of $1, per $1,000 principal amount, and approximately $108.7 million in aggregate principal amount (representing approximately 50.6%) of the 10.00% Notes for a purchase price of $1, per $1,000 principal amount. The closing of the Note Purchases is conditioned upon, among other things, CEOC receiving sufficient amount of net cash proceeds from the issuance of the Incremental Term Loans (as defined below) to refinance all of its existing indebtedness that matures in In addition, in respect of the purchase of notes held by a subsidiary of Growth Partners, Growth Partners has agreed to reinvest all of the proceeds received from such purchase in the Incremental Term Loans.

99 Bank Transactions Case 1:15-cv JSR Document Filed 05/10/16 Page 6 of 16 On May 6, 2014, CEOC announced that it is seeking to raise $1,750 million of new incremental term loans (the Incremental Term Loan ) under its senior secured credit facilities, with an anticipated maturity of March 1, $1,450 million (subject to certain adjustments) of the Incremental Term Loans are anticipated to be incurred prior to the effectiveness of the Bank Amendment (referred to below), and certain institutions have indicated a willingness to backstop a portion of the Incremental Term Loans. If the Bank Amendment is successful, CEOC intends to incur an additional $300 million (subject to certain adjustments) of the Incremental Term Loans. CEOC intends to use the net cash proceeds from the Incremental Term Loans to refinance its existing indebtedness that matures in 2015 and existing term loans. Lenders providing the initial $1,450 million of the Incremental Term Loans will support the proposed Bank Amendment described below. CEOC also announced its intent to seek amendments to its senior secured credit facilities to, among other things, (i) modify the financial maintenance covenant to increase the leverage ratio level and exclude incremental term loans incurred after March 31, 2014 (including the Incremental Term Loans) from the definition of Senior Secured Leverage Ratio for purposes of such covenant; (ii) permit CEOC to report at CEC or another parent entity s level on a consolidated basis and remove requirements regarding qualifications with respect to any audits of the financial statements; (iii) modify CEC s guarantee with respect to the senior secured credit facilities such that CEC s guarantee will be limited to a guarantee of collection with respect to obligations owed to the lenders who consent to the Bank Amendment; and (iv) modify certain other provisions of the senior secured credit facilities ((i) through (iv) above, the Bank Amendment ). CEOC intends to repay up to $400 million of outstanding term loans held by consenting lenders at par if the Bank Amendment is successful. The proposed Bank Amendment is subject to required regulatory approvals and market and other conditions, including applicable lenders consent, and may not occur as described in this report or at all. Caesars Entertainment is disclosing the foregoing information under Item 8.01 of this Current Report on Form 8-K. The information under this Item 8.01 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. Caesars Entertainment is also disclosing under Item 7.01 of this Current Report on Form 8-K the information attached to this report as Exhibit 99.2 (the Disclosure Material ), which information is incorporated by reference herein. The Disclosure Material, which has not been previously reported, was provided on May 6, 2014, to the investors in the Disposition. On May 6, 2014, Caesars Entertainment issued a press release announcing the First Closing, the First Closing Term Loan, the Disposition, the Incremental Term Loan and the proposed Bank Amendment. A copy of the press release is furnished as Exhibit The information set forth in this Item 7.01 of this Current Report on Form 8-K, Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of Caesars Entertainment 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. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

100 Item 8.01 Other Events. Case 1:15-cv JSR Document Filed 05/10/16 Page 7 of 16 Existing Caesars Growth Properties Indenture As previously disclosed, the Borrower and Caesars Growth Properties Finance, Inc. (together, the Issuers ), issued $675 million aggregate principal amount of their 9.375% second-priority senior secured notes due 2022 (the Notes ) pursuant to an indenture dated as of April 17, 2014, among the Issuers and U.S. Bank National Association, as trustee (the Indenture ). The Issuers deposited the gross proceeds of the offering of the Notes, together with additional amounts necessary to redeem the Notes, if applicable, into a segregated escrow account until the date that certain escrow conditions are satisfied (the Escrow Release Date ). The Indenture provides that, among other things, prior to the Escrow Release Date, the Issuers will not own, hold or otherwise have any interest in any assets other than the escrow account and cash or cash equivalents (the Pre-Escrow Release Covenant ). In connection with the First Closing, the Issuers are currently not in compliance with the Pre-Escrow Release Covenant. The Issuers intend to be in compliance with the Indenture prior to such default becoming an event of default under the Indenture by either consummating the Second Closing and releasing the gross proceeds of the notes from escrow or, following receipt of gaming and other required governmental approvals, transferring the assets related to the First Closing to another entity. There can be no assurances, however, that the Issuers will be successful in consummating the Second Closing or transferring such assets, and curing such default. Forward-Looking Statements This Current Report on Form 8-K contains or may contain forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of These statements can be identified by the fact that they do not relate strictly to historical or current facts. Caesars Entertainment and CEOC have based these forward-looking statements on its current expectations about future events. Further, statements that include words such as may, will, project, might, expect, believe, anticipate, intend, could, would, estimate, continue, present, preserve, or pursue, or the negative of these words or other words or expressions of similar meaning may identify forward-looking statements. These forward-looking statements are found at various places throughout this filing. These forward-looking statements, including, without limitation, those relating to future actions, new projects, strategies, future performance, the outcome of contingencies such as legal proceedings, and future financial results, wherever they occur in this filing, are necessarily estimates reflecting the best judgment of Caesars Entertainment s and CEOC s management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include without limitation: access to available and reasonable financing on a timely basis, including the new Incremental Term Loan (and related repayment of 2015 maturities) and Bank Amendment which may not be consummated on the terms contemplated or at all; shares of CEOC may not be listed in the future and, if they are listed, a market for CEOC shares may never develop; the assertion and outcome of litigation or other claims that may be brought against Caesars Entertainment by creditors of CEOC, some of whom have notified Caesars Entertainment of their objection to various transactions undertaken by Caesars Entertainment and its subsidiaries in 2013 and 2014; CEOC may not be able to expand its board of directors to include two independent directors;

101 Case 1:15-cv JSR Document Filed 05/10/16 Page 8 of 16 the impact of Caesars Entertainment s substantial indebtedness and the restrictions in Caesars Entertainment s debt agreements; the effects of local and national economic, credit and capital market conditions on the economy in general, and on the gaming industry in particular; the ability to realize the expense reductions from cost savings programs, including the program to increase Caesars Entertainment s working capital and excess cash by $500 million; the Second Closing may not be consummated on the terms contemplated or at all; the ability of Caesars Entertainment s customer-tracking, customer loyalty and yield-management programs to continue to increase customer loyalty and same-store or hotel sales; 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; the ability to recoup costs of capital investments through higher revenues; abnormal gaming holds ( gaming hold is the amount of money that is retained by the casino from wagers by customers); the effects of competition, including locations of competitors, competition for new licenses and operating and market competition; the ability to timely and cost-effectively integrate companies that Caesars Entertainment acquires into its operations; the potential difficulties in employee retention and recruitment as a result of Caesars Entertainment s substantial indebtedness, the ongoing downturn in the U.S. regional gaming industry, or any other factor; 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; severe weather conditions or natural disasters, including losses therefrom, including losses in revenues and damage to property, and the impact of severe weather conditions on Caesars Entertainment s ability to attract customers to certain of its facilities, such as the amount of losses and disruption to us as a result of Hurricane Sandy in late October 2012; litigation outcomes and judicial and governmental body actions, including gaming legislative action, referenda, regulatory disciplinary actions and fines and taxation; acts of war or terrorist incidents or uprisings, including losses therefrom, including losses in revenues and damage to property; the effects of environmental and structural building conditions relating to Caesars Entertainment s properties; access to insurance on reasonable terms for Caesars Entertainment s assets; and the impact, if any, of unfunded pension benefits under multi-employer pension plans.

102 Case 1:15-cv JSR Document Filed 05/10/16 Page 9 of 16 These forward-looking statements should, therefore, be considered in light of various important factors set forth above and from time to time in Caesars Entertainment s and CEOC s filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this filing. Caesars Entertainment and CEOC undertake no obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this filing or to reflect the occurrence of unanticipated events, except as required by law. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are being filed or furnished herewith: Exhibit No. Description 2.1* First Amendment to the Transaction Agreement, dated May 5, 2014, by and among Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc., Caesars License Company, LLC, Harrah s New Orleans Management Company, Corner Investment Company, LLC, 3535 LV Corp., Parball Corporation, JCC Holding Company II, LLC, Caesars Acquisition Company, Caesars Growth Partners, LLC 3.1* Amended and Restated Certificate of Incorporation of Caesars Entertainment Operating Company, Inc. 99.1** Text of press release related to the cash tender offers, dated May 6, ** Disclosure Material. 99.3** Text of press release related to the First Closing, the First Closing Term Loan, the Disposition, the Incremental Term Loan and the proposed Bank Amendment, dated May 6, * This exhibit is being filed with this Current Report on Form 8-K. ** This exhibit is being furnished with this Current Report on Form 8-K.

103 Case 1:15-cv JSR Document Filed 05/10/16 Page 10 of 16 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: May 6, 2014 By: /s/ Donald A. Colvin Name: Donald A. Colvin Title: Executive Vice President and Chief Financial Officer CAESARS ENTERTAINMENT OPERATING COMPANY, INC. Date: May 6, 2014 By: /s/ Donald A. Colvin Name: Donald A. Colvin Title: Executive Vice President and Chief Financial Officer

104 Exhibit No. EXHIBIT INDEX Description 2.1* First Amendment to the Transaction Agreement, dated May 5, 2014, by and among Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc., Caesars License Company, LLC, Harrah s New Orleans Management Company, Corner Investment Company, LLC, 3535 LV Corp., Parball Corporation, JCC Holding Company II, LLC, Caesars Acquisition Company, Caesars Growth Partners, LLC 3.1* Amended and Restated Certificate of Incorporation of Caesars Entertainment Operating Company, Inc. 99.1** Text of press release related to the cash tender offers, dated May 6, ** Disclosure Material. Case 1:15-cv JSR Document Filed 05/10/16 Page 11 of ** Text of press release related to the First Closing, the First Closing Term Loan, the Disposition, the Incremental Term Loan and the proposed Bank Amendment, dated May 6, * This exhibit is being filed with this Current Report on Form 8-K. ** This exhibit is being furnished with this Current Report on Form 8-K.

105 Case 1:15-cv JSR Document Filed 05/10/16 Page 12 of 16 Exhibit 2.1 FIRST AMENDMENT TO TRANSACTION AGREEMENT This FIRST AMENDMENT TO TRANSACTION AGREEMENT, dated as of May 5, 2014 (this Amendment ), is entered into by and among Caesars Entertainment Corporation, a Delaware corporation, Caesars Entertainment Operating Company, Inc., a Delaware corporation, Caesars License Company, LLC, a Nevada limited liability company, Harrah s New Orleans Management Company, a Nevada corporation, Parball Corporation, a Nevada corporation, 3535 LV Corp., a Nevada corporation, Corner Investment Company, LLC, a Nevada limited liability company, JCC Holding Company II, LLC, a Delaware limited liability company, Caesars Acquisition Company, a Delaware corporation, and Caesars Growth Partners, LLC, a Delaware limited liability company. WHEREAS, reference is hereby made to that certain Transaction Agreement, dated as of March 1, 2014, by and among the parties to this Amendment (together with the Annexes, Exhibits, Schedules, and attachments thereto, and as it may be amended, supplemented, modified or restated, from time to time, the Transaction Agreement ); WHEREAS, capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Transaction Agreement; and WHEREAS, the Transaction Agreement (prior to giving effect to this Amendment) was drafted in contemplation of a contemporaneous closing of the First Transaction (as defined in this Amendment) and the Second Transaction (as defined in this Amendment). The Parties desire to amend the terms and conditions of the Transaction Agreement to provide for the separate closings of the First Transaction and the Second Transaction, as more fully described in this Amendment, and it is the Parties intention that, after giving effect to this Amendment, the Transaction Agreement shall be interpreted in a manner consistent with the separate closings of the First Transaction and the Second Transaction. NOW, THEREFORE, in consideration of the foregoing promises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: Section 1.1 Amendments to Recitals of the Transaction Agreement. (a) The second recital to the Transaction Agreement is hereby amended and restated in its entirety as follows: WHEREAS, the Caesars Parties will effect a restructuring (the Restructuring Transactions ) pursuant to which, among other things, (i) CEOC will contribute (a) prior to the First Closing, all of the outstanding equity interests in CIC to a newly formed and wholly owned limited liability company ( CIC NewCo Parent ); and (b) prior to the Second Closing, all of the outstanding equity interests in JCC Holding to a newly formed and wholly owned limited liability company ( JCC NewCo Parent and, together with CIC NewCo Parent, the NewCo Parent Sellers ); (ii) (a) prior to the First Closing, 3535 LV will contribute all of its assets and liabilities (except as provided in Section 8.14(b) )

106 Case 1:15-cv JSR Document Filed 05/10/16 Page 13 of 16 and assign the employment of, and any and all employment-related obligations (including but not limited to employment Contracts and any Labor Agreements to which 3535 LV is party) of, its employees (the 3535 LV Assigned Employment Obligations ) to a newly formed and wholly owned limited liability company (the 3535 LV NewCo Subsidiary Seller ), (b) prior to the First Closing, Parball and each Subsidiary of Parball will contribute all of their respective assets (other than, in the case of Parball, (i) the equity interests of its Subsidiaries, and (ii) all of its right, title and interest in the Laundry Facility (as defined below)) and liabilities (except as provided in Section 8.14(b) ) and assign the employment of, and any and all employment-related obligations (including but not limited to employment Contracts and any Labor Agreements to which Parball or any Subsidiary of Parball is party) of, its employees (collectively, the Parball Assigned Employment Obligations and together with the 3535 LV Assigned Employment Obligations, collectively the Assigned Employment Obligations ) to newly formed and wholly owned limited liability companies (collectively, the Parball NewCo Subsidiary Sellers and together with the 3535 LV NewCo Subsidiary Seller, the NewCo Subsidiary Sellers, and together with the NewCo Parent Sellers, the NewCo Sellers ) and (c) immediately following such contributions by each of 3535 LV, Parball and each Subsidiary of Parball, the NewCo Subsidiary Sellers will contribute all of their respective assets and liabilities and the applicable Assigned Employment Obligations to newly formed and wholly owned limited liability companies (such newly formed limited liability companies wholly owned by the Parball NewCo Subsidiary Sellers and the 3535 LV NewCo Subsidiary Seller respectively, collectively the NewCo LLCs ); and (iii) the Caesars Parties will form or cause to be formed, prior to the First Closing, the Quad Manager, the Cromwell Manager and the Bally s Manager, in each case, all as more fully described on Exhibit A hereto; (b) The third recital to the Transaction Agreement is hereby amended and restated in its entirety as follows: WHEREAS, subject to the conditions set forth herein, including receipt of the Gaming Licenses required therefor, Growth Partners or one or more of its designated direct or indirect Subsidiaries will purchase the following assets from Subsidiaries of Parent: (i) (a) from CIC NewCo Parent, all of the outstanding equity interests in CIC (the Cromwell Interests ), (b) from the 3535 LV NewCo Subsidiary Seller, all of the outstanding equity interests in 3535 LV NewCo (the Quad Interests ), (c) from the Parball NewCo Subsidiary Sellers, all of the outstanding equity interests in the Parball NewCos (collectively, the Bally s Interests ), (d) from the Quad Manager, the Cromwell Manager and the Bally s Manager, the Management Fee Stream with respect to The Quad, The Cromwell and Bally s, respectively, and (e) from CLC, the Caesars Parties and their respective Subsidiaries, the Purchased Intellectual Property related to each of The Quad, The Cromwell and Bally s (such assets described in this clause (i), collectively, the First Transaction Purchased Assets ), and (ii) (a) from JCC NewCo Parent, all the outstanding equity interests in JCC Holding (the Harrah s Interests ), (b) from the New Orleans Property Manager, the Management Fee 2

107 Case 1:15-cv JSR Document Filed 05/10/16 Page 14 of 16 Exhibit 99.3 Stephen Cohen Media Caesars Entertainment Corporation (212) Jennifer Chen Investors Caesars Entertainment Corporation (702) Caesars Entertainment Announces Comprehensive Financing Plan Designed to Position Caesars Entertainment Operating Co. for Stock Listing and Significant Deleveraging CEOC Launches First Lien Incremental Term Loan and Refinancing of All 2015 Maturities Caesars Entertainment Sells 5% of CEOC Equity to Group of Institutional Investors, Agrees to Pursue Listing of CEOC Equity CEOC Completes Sale of Three Las Vegas Properties to Caesars Growth Partners CEOC Launches Credit Facility Amendment CEOC to Expand Board of Directors LAS VEGAS, May 6, 2014 Caesars Entertainment Corporation (NASDAQ: CZR) ( Caesars Entertainment ) today announced a series of steps designed to position its subsidiary, Caesars Entertainment Operating Co. ( CEOC ), for a stock listing and significant deleveraging. The actions include: a new $1.75 billion first lien debt offering by CEOC, the proceeds of which will be used to redeem all of CEOC s existing 2015 maturities and repay existing bank debt; the sale by Caesars Entertainment of 5% of CEOC s equity to institutional investors, in connection with which Caesars Entertainment has agreed that CEOC will pursue a listing of such shares in the future; the closing of the previously announced sale of three CEOC-owned Las Vegas properties to Caesars Growth Partners; the launch of an amendment of CEOC s credit facility; expansion of CEOC s board of directors, with the intention of adding two new independent directors following regulatory approval. The actions we are taking today, combined with previous capital structure improvements and our investments to expand and upgrade our network as well as our ongoing focus on operational efficiency, lay the foundation for both significant deleveraging and value creation at CEOC, said Gary Loveman, Chairman and CEO of Caesars Entertainment. Our past actions have created substantial value in two stable structures, Caesars Entertainment Resort Properties ( CERP ) and Caesars Growth Partners, with standalone equity market capitalizations of $2.6 billion at Caesars Entertainment and $1.8 billion at Caesars Acquisition Company, the managing member and 42% economic owner of Caesars Growth Partners, implying over $4 billion of equity value at Caesars Growth Partners. With the completion of CEOC s sale of Bally s Las Vegas, The Cromwell and The Quad Resort & Casino and the anticipated closing of the sale of Harrah s New Orleans to Caesars Growth Partners, CEOC will have more than $3 billion

108 Case 1:15-cv JSR Document Filed 05/10/16 Page 15 of 16 in cash and will have sold its most capital-intensive and longer-term payout projects to Caesars Growth Partners. The transaction is designed to ensure continued access for CEOC and each of the properties being sold to the Total Rewards network and other Caesars resources. Loveman continued, When completed, today s actions will remove all of CEOC s 2015 maturities so that CEOC will have no significant maturities until 2016, and we intend to now turn our attention to extending the 2016 and 2017 maturities. Upon completion of the credit facility amendment announced today, CEOC will have added headroom under its maintenance covenant, providing CEOC with additional stability to execute its business plan. Finally, if CEOC successfully lists its equity securities, this independent listing should help facilitate the eventual raising of equity as well as liability management and debt reduction initiatives. First Lien Term Loan As part of its comprehensive financing plan, CEOC today launched a transaction to raise $1.75 billion of first lien debt. The debt will be raised as a new term loan B-7 tranche under CEOC s credit facility. As of the date of this announcement, CEOC has already received orders for approximately $1.7 billion of the new B-7 tranche from several institutions and will seek additional commitments this week. As a condition to the proposed financing, new B-7 lenders have required that the Caesars Entertainment guarantee of CEOC debt be limited to bank debt holders that consent to the amendment launched today, plus up to no more than approximately $2.9 billion of additional indebtedness. Assuming a $1.75 billion offering, CEOC intends to use the proceeds from the new first lien term loan and cash on its balance sheet to repay all of CEOC s 2015 maturities, which consist of approximately $29 million of term loans due 2015, $215 million of second lien notes due 2015 and $792 million of unsecured notes due 2015 and to repay $800 million of term loans under CEOC s existing credit facility. Caesars Growth Partners has committed to use all of the proceeds from the repayment of the $427 million of unsecured notes due 2015 that it owns to purchase a portion of the new term loan B-7 tranche. Pro forma for the proposed refinancing, CEOC will have no significant debt maturities until Further, CEOC anticipates having discussions with representatives of certain holders of its first lien notes to raise the possibility of increasing the size of the new B-7 term loan and using a portion of the incremental proceeds to retire existing first lien notes and additional indebtedness under the CEOC credit facility. Credit Facility Amendment CEOC is also launching a credit facility amendment to provide covenant relief and additional runway for CEOC. Upon receipt of amendment consents from lenders representing at least a majority of CEOC s outstanding credit facility, CEOC s maintenance covenant level will be modified, among other changes. In addition, CEOC s credit agreement and other loan documents will be modified to provide that, after the effectiveness of the amendment, Caesars Entertainment shall provide a guarantee of collection and not of payment. As requested by CEOC s lenders under the new B-7 tranche, the Caesars Entertainment guarantee will be limited to consenting bank debt holders, plus up to no more than approximately $2.9 billion of additional indebtedness. Holders of approximately $2.1 billion of the credit facility have already approved the amendment. Lenders that consent to the amendment will receive a principal paydown and a one-time fee pursuant to the terms of the amendment. The amendment period will be closed upon the receipt of consents for a majority of the credit facility and satisfaction of other customary closing conditions. Asset Sales CEOC also announced the closing of the previously announced sale of Bally s Las Vegas, The Cromwell (formerly Bill s Gamblin Hall & Saloon) and The Quad Resort & Casino to Caesars Growth Partners, following the receipt of approval from the Nevada Gaming Commission. The sale of Harrah s New Orleans is expected to close following approval by the Louisiana Gaming Control Board. The sale is expected to close in the second quarter.

109 Case 1:15-cv JSR Document Filed 05/10/16 Page 16 of 16 Sale of Certain CEOC Equity Caesars Entertainment also completed the sale of 5% of the equity in CEOC to institutional investors in a private transaction. The sale of equity could, once listed, result in a liquid and tradable equity currency that may facilitate future capital markets transactions. CEOC may use its equity for liability management and debt reduction initiatives. The sale of equity in CEOC resulted in the release of the Caesars Entertainment guarantee of CEOC s bonds in accordance with the terms of the bond indentures. Caesars Entertainment may seek to expand the group of investors with a goal of increasing the number of holders of CEOC equity in order to help qualify the CEOC equity for listing on a national securities exchange. Since the leveraged buyout in 2008, Caesars Entertainment and its affiliates (the Company ) have executed a series of financial transactions, operational improvements and investments intended to improve the Company s financial condition and position it for sustainability and growth. Those actions have included more than 45 separate capital markets transactions at CEOC, CERP and Caesars Growth Partners, resulting in $5 billion of gross debt reduction since the LBO, and $9 billion of pre-2015 maturity debt extended. The Company s equity sponsors, Apollo and TPG, have invested approximately $500 million of additional follow-on equity capital in Caesars Growth Partners since the LBO in support of the Company s initiatives. In February 2012, Caesars Entertainment completed a $16 million IPO. Today, Caesars Entertainment has a market capitalization of $2.6 billion and substantial trading volume. The Company believes today s transaction could position CEOC to similarly deleverage and create value. Over the course of the last six years, our Company has invested in the expansion of its network, including the acquisition of Planet Hollywood, the development of four new properties in Ohio and Maryland, the launch of an interactive business and the upgrade of our properties in Las Vegas, Loveman said. The Las Vegas projects include the completion of the Octavius and Nobu towers at Caesars Palace, the LINQ and the High Roller, the development of The Cromwell and substantial investments at The Quad, Bally s Las Vegas, Planet Hollywood and Paris. Concurrently, the Company centralized its operations, increasing efficiency and reducing expenses. Additionally, in 2013, the Company initiated a program to improve working capital and excess cash by $500 million and to generate $500 million of operating and EBITDA improvements. CEOC Board Expansion CEOC plans to expand its board of directors to add two independent directors following regulatory approval. About the Company: ### The Company is the world s most geographically diversified casino-entertainment company. Since its beginning in Reno, Nevada, 75 years ago, the Company 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. The Company 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. We are committed to environmental sustainability and energy conservation and recognize the importance of being a responsible steward of the environment. For more information, please visit Forward-Looking Statements This release contains or may contain forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of These statements can be identified by the fact that they do not relate strictly to historical or current facts. The Company has based these forward-looking

110 Case 1:15-cv JSR Document Filed 05/10/16 Page 1 of 7 Exhibit 16 Excerpts and Highlights from CEC (SEC Form 10Q) for the Period Ending March 31, 2014 (filed May 9, 2014) (the March Q )

111 Case 1:15-cv JSR Document Filed 05/10/16 Page 2 of 7 CAESARS ENTERTAINMENT CORP FORM 10-Q (Quarterly Report) Filed 05/09/14 for the Period Ending 03/31/14 Address ONE CAESARS PALACE DRIVE LAS VEGAS, NV Telephone CIK Symbol CZR SIC Code Hotels and Motels Industry Casinos & Gaming Sector Services Fiscal Year 12/31 Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

112 (Mark One) Case 1:15-cv JSR Document Filed 05/10/16 Page 3 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2014 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 or For the transition period from to Commission File No CAESARS ENTERTAINMENT CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) One Caesars Palace Drive, Las Vegas, Nevada (Address of principal executive offices) (702) (Registrant s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) (Zip Code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at May 1, 2014 Common stock, $0.01 par value 144,214,527

113 Case 1:15-cv JSR Document Filed 05/10/16 Page 4 of 7 CAESARS ENTERTAINMENT CORPORATION INDEX PART I. FINANCIAL INFORMATION Page Item 1. Unaudited Financial Statements Consolidated Condensed Balance Sheets 3 Consolidated Condensed Statements of Operations 4 Consolidated Condensed Statements of Comprehensive Loss 5 Consolidated Condensed Statements of Stockholders Equity/(Deficit) 6 Consolidated Condensed Statements of Cash Flows 7 Notes to Consolidated Condensed Financial Statements 9 Item 2. Management s Discussion and Analysis of Financial Condition and Results of Operations 38 Item 3. Quantitative and Qualitative Disclosures About Market Risk 53 Item 4. Controls and Procedures 53 PART II. OTHER INFORMATION Item 1. Legal Proceedings 54 Item 1A. Risk Factors 54 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 54 Item 3. Defaults Upon Senior Securities 54 Item 4. Mine Safety Disclosures 54 Item 5. Other Information 54 Item 6. Exhibits 55 SIGNATURE 57 We have proprietary rights to a number of trademarks used in this Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2014 (this "Form 10-Q"), that are important to our business, including, without limitation, Caesars, Caesars Entertainment, Caesars Palace, Harrah s, Total Rewards, Horseshoe, Paris Las Vegas, Flamingo, and Bally's. In addition, Caesars Interactive Entertainment, Inc., which is a majority-owned subsidiary of Caesars Growth Partners, LLC, has proprietary rights to the Slotomania, Bingo Blitz and World Series of Poker ("WSOP") trademarks. We have omitted the registered trademark ( ) and trademark ( ) symbols for such trademarks named in this Quarterly Report on Form 10-Q.. 2

114 Case 1:15-cv JSR Document Filed 05/10/16 Page 5 of 7 PART I FINANCIAL INFORMATION Item 1. Unaudited Financial Statements CAESARS ENTERTAINMENT CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (In millions, except par value) Assets See accompanying Notes to Consolidated Condensed Financial Statements. 3 March 31, 2014 December 31, 2013 Current assets Cash and cash equivalents ($972.6 and $976.9 attributable to our VIEs) $ 2,483.4 $ 2,771.2 Restricted cash ($22.9 and $28.8 attributable to our VIEs) Receivables, net ($65.2 and $54.8 attributable to our VIEs) Deferred income taxes ($3.3 and $7.0 attributable to our VIEs) Prepayments and other current assets ($11.6 and $15.6 attributable to our VIEs) Inventories Total current assets 3, ,770.3 Property and equipment, net ($608.3 and $516.0 attributable to our VIEs) 13, ,237.9 Goodwill ($126.6 and $112.8 attributable to our VIEs) 3, ,063.3 Intangible assets other than goodwill ($203.1 and $180.0 attributable to our VIEs) 3, ,487.7 Investments in and advances to non-consolidated affiliates Restricted cash ($203.6 and $231.6 attributable to our VIEs) Deferred income taxes ($9.5 and $0.0 attributable to our VIEs) 13.5 Deferred charges and other ($25.8 and $11.0 attributable to our VIEs) Assets held for sale Liabilities and Stockholders Deficit $ 24,376.7 $ 24,688.9 Current liabilities Accounts payable ($104.9 and $54.8 attributable to our VIEs) $ $ Accrued expenses and other current liabilities ($169.5 and $126.1 attributable to our VIEs) 1, ,212.3 Interest payable ($1.1 and $5.5 attributable to our VIEs) Deferred income taxes ($0.4 and $0.0 attributable to our VIEs) Current portion of long-term debt ($0.1 and $47.8 attributable to our VIEs) Total current liabilities 2, ,530.8 Long-term debt ($720.0 and $673.9 attributable to our VIEs) 20, ,918.4 Deferred credits and other ($80.2 and $67.3 attributable to our VIEs) Deferred income taxes ($10.1 and $3.8 attributable to our VIEs) 2, ,476.0 Commitments and contingencies (Note 15) 26, ,592.7 Stockholders deficit Common stock: voting; $0.01 par value; and shares issued Treasury Stock: 2.2 and 2.2 shares (16.3) (16.3) Additional paid-in capital 7, ,230.5 Accumulated deficit (10,707.1) (10,320.7) Accumulated other comprehensive loss (21.2) (16.9) Total Caesars stockholders deficit (3,502.2) (3,122.0) Noncontrolling interests 1, ,218.2 Total deficit (2,276.8 ) (1,903.8 ) $ 24,376.7 $ 24,688.9

115 Case 1:15-cv JSR Document Filed 05/10/16 Page 6 of 7 CAESARS ENTERTAINMENT CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) basis in the three months ended March 31, 2014 as the SSLR calculations give effect to the cash to be received and the reduction to LTM Adjusted EBITDA - Pro Forma - CEOC Restricted for the properties sold. In addition, the SSLR calculation going forward will be impacted to the extent the proceeds reduce first lien debt or increase CEOC cash. From time to time, depending upon market, pricing, and other conditions, and on our cash balances and liquidity, we may seek to acquire or exchange notes or other indebtedness of the Company s subsidiaries through open market purchases, privately negotiated transactions, tender offers, redemption, exchange offers or otherwise, upon such terms and at such prices as we may determine (or as may be provided for in the indentures governing the notes), for cash or other consideration, including our common stock. In addition, we have considered and will continue to evaluate potential transactions to reduce net debt, such as debt for debt exchanges, debt for equity exchanges and other transactions. We do not expect that our cash flow from operations will be sufficient to repay our indebtedness in the long-term and we will have to ultimately seek a restructuring, amendment or refinancing of our debt, or if necessary, pursue additional debt or equity offerings. Our ability to refinance or restructure our debt, or to issue additional debt or equity, will depend upon, among other things: The condition of the capital markets at the time, which is beyond our control, Our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control; and Our continued compliance with the terms and covenants in our credit facilities, indentures and loan agreements that govern our debt. Under CEOC's Credit Facilities, we are required to satisfy and maintain specified financial ratios. Specifically, our credit facilities require CEOC to maintain an SSLR of no more than 4.75 to 1.0, which is the ratio of CEOC's senior first priority secured debt to LTM Adjusted EBITDA - Pro Forma - CEOC Restricted. This ratio excludes up to $3,700.0 million of CEOC first priority senior secured notes and up to $350.0 million aggregate principal amount of consolidated debt of subsidiaries that are not wholly-owned. This ratio also reduces the amount of senior first priority secured debt by the amount of unrestricted CEOC cash on hand, which was $2,937.3 million as of March 31, 2014 after giving effect to the first and second closings of the transaction described in Note 5, " Property Transaction with CGP LLC and Related Financing." As of March 31, 2014, the CEOC SSLR was 3.73 to 1.0, after giving effect to the first and second closings of the transaction described in Note 5, " Property Transaction with CGP LLC and Related Financing." The first closing was completed on May 5, 2014, and included proceeds to CEOC of $1,340.0 million, minus assumed debt and other closing adjustments, for the sale of the Nevada Properties (as defined herein). While we were in compliance with the terms and conditions of all of our loan agreements, including CEOC s Credit Facilities and indentures as of March 31, 2014, in order to comply with the quarterly SSLR covenant under the CEOC Credit Facility in the future, we will need to achieve a certain amount of LTM Adjusted EBITDA - Pro-Forma - CEOC Restricted and/or reduced levels of total senior secured net debt (total senior secured debt less unrestricted cash). The factors that could impact the foregoing include (a) changes in gaming trips, spend per trip and hotel metrics, which we believe are correlated to consumer spending and confidence generally and spending by consumers for gaming and other entertainment activities, (b) our ability to effect cost savings initiatives, (c) our ability to complete asset sales, including the transaction described more fully in Note 5, (d) issuing additional second lien or unsecured debt, or project financing, (e) reducing net debt through open market purchases, privately negotiated transactions, redemptions, tender offers or exchanges, (f) equity issuances, (g) reductions in capital expenditures spending, or (h) a combination thereof. In addition, under certain circumstances, the CEOC Credit Facilities allow us to apply cash contributions received by CEOC from CEC as an increase to LTM Adjusted EBITDA - Pro Forma - CEOC Restricted, if CEOC is unable to meet its SSLR, in order to cure any breach. Based upon our current operating forecast, the expected closing of the CEOC-CGP LLC Property Transaction described above and in Note 5, " Property Transaction with CGP LLC and Related Financing ", and our ability to achieve one or more of the other factors noted above, including our ability to cure a breach of the SSLR, in certain circumstances, with cash contributions from CEC, we believe that we will have sufficient liquidity to fund our operations and meet our debt service obligations and that we will continue to be in compliance with the CEOC SSLR during the next twelve months. 10

116 Case 1:15-cv JSR Document Filed 05/10/16 Page 7 of 7 CAESARS ENTERTAINMENT CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) CONDENSED CONSOLIDATING BALANCE SHEET MARCH 31, 2014 (In millions) CEC (Parent Guarantor) Subsidiary Issuer Subsidiary Guarantors of Parent and Subsidiary Guaranteed Debt (a) Subsidiary Non- Guarantors of Parent and Subsidiary Guaranteed Debt (b) Subsidiary Non- Guarantors of Parent-Only Guaranteed Debt (a) + (b) Consolidating/ Eliminating Adjustments Total Assets Current assets Cash and cash equivalents $ $ $ $ 1,323.3 $ 1,589.1 $ $ 2,483.4 Restricted cash Receivables, net of allowance for doubtful accounts (9.1) Deferred income taxes (118.0 ) 4.6 Prepayments and other current assets (2.4 ) Inventories Intercompany receivables (560.1 ) Total current assets , , ,756.5 (689.6 ) 3,406.8 Property and equipment, net , , ,145.0 (3.5 ) 13,347.9 Goodwill 1, , , ,077.4 Intangible assets other than goodwill 3.4 2, , ,462.0 Investments in subsidiaries 6, , ,230.0 (8,197.5 ) Investments in and advances to nonconsolidated affiliates Restricted cash Deferred income taxes (403.5 ) 13.5 Deferred charges and other (91.7 ) Intercompany receivables , (3,628.0 ) Assets held for sale Liabilities and Stockholders (Deficit)/Equity Current liabilities $ $ 11,690.8 $ 12,964.3 $ 12,230.8 $ 25,195.1 $ (13,013.8 ) $ 24,376.7 Accounts payable $ 0.5 $ $ $ $ $ $ Interest payable Accrued expenses and other current liabilities ,022.8 (11.5) 1,310.3 Deferred income taxes (118.0 ) Current portion of long-term debt Intercompany payables (560.1 ) Total current liabilities 3.2 1, , ,142.2 (689.6 ) 2,840.8 Long-term debt 16, , ,903.6 (991.5 ) 20,994.3 Accumulated losses of subsidiaries in excess of investment 3,957.7 (3,957.7) Deferred credits and other (86.6 ) Deferred income taxes 8.5 1, , ,779.8 (366.1 ) 2,422.2 Intercompany payables , ,312.6 (3,628.0 ) 4, , , , ,469.7 (9,719.5 ) 26,653.5 Total Caesars stockholders (deficit)/equity (3,511.3 ) (6,196.6 ) 7, , ,500.0 (3,294.3 ) (3,502.2 ) Noncontrolling interests 1, , ,225.4 Total (deficit)/equity (3,511.3 ) (6,196.6 ) 7, , ,725.4 (3,294.3 ) (2,276.8 ) $ $ 11,690.8 $ 12,964.3 $ 12,230.8 $ 25,195.1 $ (13,013.8 ) $ 24,

117 Case 1:15-cv JSR Document Filed 05/10/16 Page 1 of 8 Exhibit 17 Excerpts and Highlights from CEC Current Report (SEC Form 8-K) for the Period Ending (filed May 30, 2014) (the May 30, K )

118 Case 1:15-cv JSR Document Filed 05/10/16 Page 2 of 8 CAESARS ENTERTAINMENT CORP FORM 8-K (Current report filing) Filed 05/30/14 for the Period Ending 05/30/14 Address ONE CAESARS PALACE DRIVE LAS VEGAS, NV Telephone CIK Symbol CZR SIC Code Hotels and Motels Industry Casinos & Gaming Sector Services Fiscal Year 12/31 Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

119 Case 1:15-cv JSR Document Filed 05/10/16 Page 3 of 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 30, 2014 ( May 30, 2014 ) Date of Report (Date of earliest event reported) Caesars Entertainment Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) (Commission File Number) (IRS Employer Identification Number) One Caesars Palace Drive Las Vegas, Nevada (Address of principal executive offices) (Zip Code) (702) (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 ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

120 Case 1:15-cv JSR Document Filed 05/10/16 Page 4 of 8 Item 7.01 Regulation FD Disclosure. Attached and incorporated herein by reference as Exhibit 99.1 is a copy of the Caesars Entertainment Operating Company, Inc. Financial Statements for the period ended March 31, These financial statements have also been published on Caesars Entertainment Corporation's website to satisfy lender reporting requirements. The information, including exhibits attached hereto, in this Current Report on Form 8-K is being furnished and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report on 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are being furnished herewith: 99.1 Caesars Entertainment Operating Company Financial Statements for the period ended March 31, 2014.

121 Case 1:15-cv JSR Document Filed 05/10/16 Page 5 of 8 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: May 30, 2014 By: / S / ERIC HESSION Eric Hession Senior Vice President and Treasurer

122 Case 1:15-cv JSR Document Filed 05/10/16 Page 6 of 8 Exhibit 99.1 Supplemental Discussion of Caesars Entertainment Operating Company, Inc. Financial Information On January 28, 2008, Caesars Entertainment Corporation ("Caesars Entertainment," "Caesars," or "CEC") was acquired by affiliates of Apollo Global Management, LLC and TPG Capital, LP in an all-cash transaction (the Acquisition ). A substantial portion of the financing of the Acquisition is comprised of bank and bond financing obtained by Caesars Entertainment Operating Company, Inc. (for purposes of this Exhibit, CEOC, the Company, we, our, or us, and including our subsidiaries when the context requires), a wholly owned subsidiary of Caesars Entertainment. This financing is neither secured nor guaranteed by Caesars Entertainment's other wholly owned subsidiaries, including certain subsidiaries that own properties that are secured under $4,650.0 million face value of financing issued by Caesars Entertainment Resort Properties ("CERP"). Therefore, we believe it is meaningful to provide information pertaining solely to the consolidated financial position and results of operations of CEOC and its subsidiaries. The CEOC consolidated condensed financial statements and other financial information and disclosures presented in this exhibit are unaudited and upon audit completion, such amounts and disclosures may change from what is presented herein. As described in " Recent Developments " within Item 4, on May 5, 2014, Caesars Entertainment completed the sale of 68.1 shares of CEOC s unregistered common stock to certain qualified institutional buyers. The CEOC shares were offered pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended. Upon completion of the sale, Caesars Entertainment s guarantee of CEOC s outstanding secured and unsecured notes was automatically released. Accordingly, CEOC will begin filing forms required under the Securities Exchange Act of 1934 starting with its Form 10-Q for the period ending June 30, As such, there are no future plans to provide further Supplemental Discussions of Caesars Entertainment Operating Company, Inc. s Financial Information as exhibits to Form 8-K. Index to Supplemental Disclosures Item Description Page 1 CEOC Operating Results and Basis of Presentation 2 CEOC Consolidated Condensed Financial Statements 3 Properties 4 Consolidated Operating Results and Discussion Recent Developments 8 Discussion of Results of Operations 9 Liquidity and Capital Resources 12 5 Long-Term Debt 16 6 Collateral and Guarantors 20 7 Commitments, Contingencies and Guarantees 21 8 Non-GAAP Reconciliations 22 9 CEOC Quarterly Consolidated Condensed Statements of Operations

123 Case 1:15-cv JSR Document Filed 05/10/16 Page 7 of 8 Item 1. CEOC Operating Results and Basis of Presentation Consolidated CEOC Results The following tables represent CEOC's unaudited Consolidated Condensed Balance Sheets as of March 31, 2014 and December 31, 2013, and its unaudited Consolidated Condensed Statements of Operations and unaudited Consolidated Condensed Statements of Cash Flows for the three months ended March 31, 2014 and The results of operations and cash flows for the following properties have been classified as discontinued operations for all periods presented: Our land concession and all related subsidiaries in Macau were sold in November 2013; Alea Leeds casino in England, which was closed in March 2013; and Golden Nugget casino in England, which was closed in February Due to CEOC's continuing involvement with the LINQ and Octavius Tower of Caesars Palace Las Vegas, CEOC continues to consolidate the related net assets and income statement impacts into CEOC's financial results subsequent to CERP's ownership of these properties in October These amounts are presented separately in a tabular presentation in Item 4, " Consolidated Operating Results and Discussion " to provide greater visibility into the impact of this accounting on the CEOC financial statements Revised Quarterly Financial Information During the fourth quarter 2013, the Company recast prior CEOC results to reflect the following: a change in methodology for accounting for income taxes to a standalone basis of reporting; a change in methodology for pension accounting to the immediate recognition method of accounting for actuarial gains and losses; correction of prior period errors in CEOC financial reports for intercompany insurance; and correction of previously identified immaterial errors. As a result, all financial information for the interim periods during 2013 previously reported in exhibit 99.1 of CEC's Current Report on Form 8- K filed with the SEC on April 15, 2014 have been revised to reflect these adjustments. The income taxes within the 2013 interim periods have been adjusted to reflect each period's allocation of the 2013 annual tax benefit. We have provided adjusting Consolidated Condensed Statements of Operations for each of the four quarters of 2013 in Item 9, " CEOC Quarterly Consolidated Condensed Statements of Operations," which present adjusting information necessary to understand the recasted interim quarterly financial information as compared to the interim quarterly financial information previously reported as Exhibits to CEC Forms 10-Q through the third quarter All discussion of results contained in the accompanying Consolidated Operating Results and Discussion to the Consolidated Condensed Statement of Operations in Item 2 reflect the revisions contained in Item 9. 2

124 Case 1:15-cv JSR Document Filed 05/10/16 Page 8 of 8 and the reduction to LTM Adjusted EBITDA - Pro Forma - CEOC Restricted for the properties sold. In addition, our SSLR calculation going forward will be impacted to the extent the proceeds reduce first lien debt or increase cash. From time to time, depending upon market, pricing, and other conditions, and on our cash balances and liquidity, we may seek to acquire or exchange notes or other indebtedness of the Company through open market purchases, privately negotiated transactions, tender offers, redemption, exchange offers or otherwise, upon such terms and at such prices as we may determine (or as may be provided for in the indentures governing the notes), for cash or other consideration, including our common stock. In addition, we have considered and will continue to evaluate potential transactions to reduce net debt, such as debt for debt exchanges, debt for equity exchanges and other transactions. We do not expect that cash flow from operations will be sufficient to repay our indebtedness in the long-term and we will have to ultimately seek a restructuring, amendment or refinancing of our debt, or if necessary, pursue additional debt or equity offerings. Our ability to refinance or restructure our debt, or to issue additional debt or equity, will depend upon, among other things: The condition of the capital markets at the time, which is beyond our control, Our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control; and Our continued compliance with the terms and covenants in our Credit Facilities, indentures and loan agreements that govern our debt. Under our Credit Facilities, we are required to satisfy and maintain specified financial ratios. Specifically, our Credit Facilities require us to maintain an SSLR of no more than 4.75 to 1.0, which is the ratio of our senior first priority secured debt to LTM Adjusted EBITDA - Pro Forma - CEOC Restricted. This ratio excludes up to $3,700.0 million of first priority senior secured notes and up to $350.0 million aggregate principal amount of consolidated debt of subsidiaries that are not wholly owned. This ratio also reduces the amount of senior first priority secured debt by the amount of unrestricted and pro forma cash on hand which was $2,937.3 million as of March 31, 2014, giving effect to the CEOC-CGP LLC Property Transaction, which closed in May As of March 31, 2014, the SSLR was 3.73 to 1.0 on a pro forma basis, after giving effect to the closing of this transaction. While we were in compliance with the terms and conditions of all of our loan agreements, including our Credit Facilities and indentures, as of March 31, 2014, in order to comply with the quarterly SSLR covenant under our Credit Facility in the future, we will need to achieve a certain amount of LTM Adjusted EBITDA - Pro-Forma - CEOC Restricted and/or reduced levels of total senior secured net debt (total senior secured debt less unrestricted cash). The factors that could impact the foregoing include (a) changes in gaming trips, spend per trip and hotel metrics, which we believe are correlated to consumer spending and confidence generally and spending by consumers for gaming and other entertainment activities, (b) our ability to effect cost savings initiatives, (c) asset sales, (d) issuing additional second lien or unsecured debt, or project financing, (e) reducing net debt through open market purchases, privately negotiated transactions, redemptions, tender offers or exchanges, (f) equity issuances, (g) reductions in capital expenditures spending, or (h) a combination thereof. On May 6, 2014, we announced a number of material transactions that, if completed, are expected to have a material impact on our debt covenants and compliance. These transactions will increase the allowed SSLR maintenance covenant as well as exclude the new incremental term loans from the calculation, both of which will provide additional flexibility for CEOC. See " Recent Developments " within Item 4. In addition, under certain circumstances, the Credit Facilities allow us to apply cash contributions received from CEC as an increase to LTM Adjusted EBITDA - Pro Forma - CEOC Restricted, if we are unable to meet our SSLR, in order to cure any breach. Based upon our current operating forecast, the closing of our asset sale to CGP LLC described above, and our ability to achieve one or more of the other factors noted above, including our ability to cure a breach of the SSLR in certain circumstances with cash contributions from CEC, we believe that we will have sufficient liquidity to fund our operations and meet our debt service obligations and that we will continue to be in compliance with the SSLR during the next twelve months. 14

125 Case 1:15-cv JSR Document Filed 05/10/16 Page 1 of 4 Exhibit 30 Excerpts and Highlights from Amended and Supplemental Complaint, Caesars Entertainment Operating Company Inc. and Caesars Entertainment Corporation v. Appaloosa Investment Limited Partnership I, et al., Index No /2014 [NYSCEF Doc. No. 54] (the Caesars NY Complaint )

126 FILED: NEW YORK COUNTY CLERK 09/15/ :03 PM INDEX NO /2014 NYSCEF DOC. NO. Case 54 1:15-cv JSR Document Filed 05/10/16 RECEIVED Page 2 of NYSCEF: 4 09/15/2014 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK x CAESARS ENTERTAINMENT OPERATING COMPANY, INC. and CAESARS ENTERTAINMENT CORPORATION, - against - Plaintiffs, APPALOOSA INVESTMENT LIMITED PARTNERSHIP I; PALOMINO FUND LTD.; THOROUGHBRED FUND L.P.; THOROUGHBRED MASTER LTD.; AVENUE CREDIT STRATEGIES FUND; AVENUE INVESTMENTS, LP; AVENUE - COPPERS OPPORTUNITIES FUND, L.P.; AVENUE INTERNATIONAL MASTER, LP; LYXOR/AVENUE OPPORTUNITIES FUND LIMITED; MANAGED ACCOUNTS MASTER FUND SERVICES - MAP10; AVENUE SS FUND VI (MASTER), LP; AVENUE SPECIAL OPPORTUNITIES FUND I, L.P.; CANYON CAPITAL ADVISORS LLC, ON BEHALF OF ALL OF ITS PARTICIPATING FUNDS AND MANAGED ACCOUNTS THAT ARE BENEFICIAL HOLDERS OF THE NOTES; CASPIAN CAPITAL LP; CENTERBRIDGE CREDIT PARTNERS, L.P.; CENTERBRIDGE CREDIT PARTNERS MASTER, L.P.; CENTERBRIDGE SPECIAL CREDIT PARTNERS II, L.P.; CONTRARIAN CAPITAL MANAGEMENT L.L.C. ON BEHALF OF ALL MANAGED ACCOUNTS AND AFFILIATED ENTITIES THAT ARE BENEFICIAL HOLDERS OF THE NOTES; ELLIOTT MANAGEMENT CORPORATION; OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P.; OCM OPPORTUNITIES FUND VII DELAWARE, L.P.; OCM OPPORTUNITIES FUND VIIB DELAWARE, L.P.; OAKTREE OPPORTUNITIES FUND VIII DELAWARE, L.P.; OAKTREE OPPORTUNITIES FUND VIIIB DELAWARE, L.P.; OAKTREE FF INVESTMENT FUND, L.P. CLASS B; SPECIAL VALUE EXPANSION FUND, LLC; SPECIAL VALUE OPPORTUNITIES FUND, LLC; TENNENBAUM OPPORTUNITIES PARTNERS V, LP; THIRD AVENUE FOCUSED CREDIT FUND; and WILMINGTON SAVINGS FUND SOCIETY, FSB, in its : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : Index No /2014 AMENDED AND SUPPLEMENTAL COMPLAINT

127 Case 1:15-cv JSR Document Filed 05/10/16 Page 3 of For all of the reasons noted above, by selling the four properties to another Caesars-affiliated entity, CEOC was able to take advantage of higher multiples than would have been obtainable in a sale outside the Caesars group. Keeping those properties within the Caesars group was beneficial for CEOC because it produced a higher sales price and kept the properties within the Total Rewards network so that their success also benefited CEOC. 88. The Special Committee received independent advice from Centerview Partners LLC and Duff & Phelps, LLC ( D&P ) on the transaction. Centerview opined that the $2 billion purchase price was fair from a financial point of view and that it was reasonably equivalent to the aggregate of the enterprise value of the properties being sold and the value of 50% of the management fees payable to their managers. D&P opined that the Four Properties Transaction was on terms that were no less favorable to CEOC than terms obtainable in a comparable arm s length transaction with a non-cec affiliate. The CEOC Refinancing 89. On May 6, 2014, CEC and CEOC announced that they had entered into the CEOC Refinancing, a transaction designed, like the Four Properties Transaction, to improve CEOC s financial health. As a result of the CEOC Refinancing, CEOC was able to repay its debts maturing prior to 2016, ease its liquidity constraints, and reduce the likelihood of default or breach of a financial covenant. The major features of the CEOC Refinancing are as follows: (a) (b) $1.75 billion was raised in an additional credit facility; CEC sold 5% of CEOC s outstanding stock to entities unaffiliated with CEC for a price indicating a $123 million equity valuation of CEOC. CEC and CEOC agreed to proceed with a listing of CEOC s shares, which will benefit CEOC by creating a liquid and tradable equity currency that could facilitate future debt-forequity exchanges. The sale of CEOC stock, which resulted in termination of the Parent Guarantee, was made at the insistence of lenders who agreed to provide the $1.75 billion of new capital only if the guarantee was terminated. Termination of the guarantee provided enhanced credit support for the new $1.75 billion loan; and 22

128 Case 1:15-cv JSR Document Filed 05/10/16 Page 4 of 4 (c) The lenders under the Second Amended and Restated Credit Agreement, dated as of March 1, 2012, among CEC, CEOC, and the lenders thereto (the Credit Agreement ), consented to amend it by, among other things: (i) relaxing certain financial covenants; (ii) making CEC s guarantee of the Credit Agreement obligations a guarantee of collection rather than of payment; and (iii) limiting that guarantee to debt held by consenting lenders and $2.9 billion of additional indebtedness. CEOC used the proceeds of the CEOC Refinancing to retire virtually all existing debt maturing before Specifically, CEOC retired (i) 98% of the $214.8 million in aggregate principal amount of 10.00% Second Priority Senior Secured Notes due 2015; (ii) 99.1% of the $792 million in aggregate principal amount of 5.625% Senior Notes due 2015; and (iii) 100% of the $29 million aggregate principal amount in term loans due The CEOC Refinancing closed on July 25, 2014, after regulatory approvals were obtained. 91. The CEOC Refinancing was a watershed moment for CEOC, as it achieved the following: (a) (b) there is no significant maturity remaining through the end of 2015 and there was a $578 million reduction in 2016 maturities, greatly improving CEOC s cash flow profile; and there is very little risk that CEOC would violate its sole financial maintenance covenant. 92. With approximately $2 billion of cash, no near-term maturities, and minimal risk of covenant default, the way was clear for CEOC to continue to operate and service its debt through 2014, 2015, and potentially into This significant time period provided CEOC with the time and stability to continue to deleverage and refinance its debt. Creditors acting in good faith would be extremely pleased with this outcome. However, as Defendants actions have made clear, they would rather try to drive CEOC into default in the near term, in

129 Case 1:15-cv JSR Document Filed 05/10/16 Page 1 of 14 Exhibit 34 Highlighted CEC Current Report (SEC Form 8-K) for the Period ending July 25, 2014 (filed July 28, 2014) (the July 28, K )

130 Case 1:15-cv JSR Document Filed 05/10/16 Page 2 of 14 CAESARS ENTERTAINMENT CORP FORM 8-K (Current report filing) Filed 07/28/14 for the Period Ending 07/25/14 Address ONE CAESARS PALACE DRIVE LAS VEGAS, NV Telephone CIK Symbol CZR SIC Code Hotels and Motels Industry Casinos & Gaming Sector Services Fiscal Year 12/31 Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

131 Case 1:15-cv JSR Document Filed 05/10/16 Page 3 of 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 25, 2014 (July 25, 2014) Date of Report (Date of earliest event reported) Caesars Entertainment Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) (Commission (IRS Employer File Number) Identification Number) One Caesars Palace Drive Las Vegas, Nevada (Address of principal executive offices) (Zip Code) (702) (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 ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

132 Item 1.01 Case 1:15-cv JSR Document Filed 05/10/16 Page 4 of 14 Entry into a Material Definitive Agreement. Caesars Entertainment Corporation ( CEC ) previously announced on its Current Report on Form 8-K, dated June 17, 2014, that Caesars Operating Escrow LLC (the Escrow Borrower ), an unrestricted subsidiary under Caesars Entertainment Operating Company, Inc. ( CEOC ) s debt agreements, closed on $1,750 million of new term loans (the B-7 Term Loan ). CEC further announced that the Escrow Borrower deposited the net proceeds of the B-7 Term Loan into a segregated escrow account and that those funds would remain in such account until the date that certain escrow conditions were satisfied. The escrow conditions included, among others, the receipt of all required regulatory approvals and, with respect to the release of $300 million of the B-7 Term Loan, the effectiveness of the Bank Amendment (as defined below). On July 25, 2014, the escrow conditions were satisfied and the B-7 Term Loan was assumed by CEOC and became incremental term loans governed by and incorporated into CEOC s Amended Credit Facilities (as defined below). CEOC intends to use the net cash proceeds from the B-7 Term Loan to refinance its existing indebtedness that matures in 2015, including to pay for notes accepted or purchased in its previously announced cash tender offers or note purchase agreements, respectively, and existing term loans and for other general corporate purposes. As previously announced, the expiration time for the cash tender offers is 5:00 p.m., New York City time, on July 25, On July 25, 2014, CEOC also announced the effectiveness of the Bank Amendment. The Bank Amendment amends CEOC s Second Amended and Restated Credit Agreement, dated as of March 1, 2012 (the Credit Facilities ), among CEOC, as borrower, CEC, the lenders from time to time party thereto and other parties thereto (such amended facilities, the Amended Credit Facilities ) to: (i) modify the financial maintenance covenant to increase the leverage ratio level and exclude incremental term loans incurred after March 31, 2014 (including the B-7 Term Loan) from the definition of Senior Secured Leverage Ratio for purposes of such covenant; (ii) permit CEOC to report at CEC or another parent entity s level on a consolidated basis and remove requirements regarding qualifications with respect to any audits of the financial statements; (iii) modify CEC s guarantee with respect to the Credit Facilities such that CEC s guarantee will be limited to a guarantee of collection with respect to obligations owed to the lenders who consented to the Bank Amendment; and (iv) modify certain other provisions of the Credit Facilities ((i) through (iv) above, the Bank Amendment ). Under the Amended Credit Facilities, the B-7 Term Loan has a maturity of March 1, 2017; provided that if the aggregate principal amount of Term B-5-B Loan and Term B-6-B Loan outstanding on the date that is 90 days prior to March 1, 2017 exceeds $500.0 million, the Term B Facility Maturity Date for B-7 Term Loan shall be such date that is 90 days prior to March 1, In connection with the effectiveness of the Bank Amendment, Credit Suisse AG, Cayman Islands Branch has been appointed to replace Bank of America, N.A. as the administrative agent and collateral agent under the Amended Credit Facilities and related loan documents. Item 2.03 Creation of a Direct Financial Obligation. The information set forth under Item 1.01 is incorporated by reference herein into this Item 2.03.

133 Case 1:15-cv JSR Document Filed 05/10/16 Page 5 of 14 Exhibit 10.1 AMENDMENT AGREEMENT (this Agreement ) dated as of July 25, 2014, among CAESARS ENTERTAINMENT CORPORATION, a Delaware corporation ( Holdings ), CAESARS ENTERTAINMENT OPERATING COMPANY, INC., a Delaware corporation (the Borrower ), the LENDERS party hereto, BANK OF AMERICA, N.A., as administrative agent under the Second Amended and Restated Credit Agreement dated as of March 1, 2012, among Holdings, the Borrower, the Lenders party thereto from time to time and the agents, arrangers and bookrunners party thereto, as in effect on the date hereof (the Existing Credit Agreement ), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent under the Amended Credit Agreement (as defined below) (the New Administrative Agent ), and the other arrangers and bookrunners party hereto. WHEREAS, Holdings and the Borrower desire to (i) amend the Existing Credit Agreement and certain other Loan Documents (such term and other capitalized terms used in these recitals and not otherwise defined having the meaning set forth in Section 1 below) to modify the maturity of and interest rate on certain of the Term Loans (as defined in the Existing Credit Agreement) and to make certain other changes set forth herein and in the Amended Credit Agreement, (ii) terminate the Existing Guaranty and Pledge Agreement (as defined below) and (iii) enter into the Modified Guaranty and Pledge Agreement (as defined below); and WHEREAS, each Lender who executes and delivers (or is deemed to have delivered) a counterpart to this Agreement has agreed (i) to amend the Loan Documents to reflect the terms set forth herein, (ii) to the termination of the Existing Guaranty and Pledge Agreement and (iii) to the entry into the Modified Guaranty and Pledge Agreement, in each case, subject to the conditions set forth herein; NOW, THEREFORE, Holdings, the Borrower, the Required Amendment Lenders, the other Lenders party hereto, the Former Administrative Agent and the New Administrative Agent hereby agree as follows: SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement referred to below or, if not defined therein, in the Existing Credit Agreement. As used in this Agreement, the following capitalized terms shall have the following meanings: B-7 Incremental Amendment means that certain Incremental Facility Amendment and Term B-7 Agreement, among Caesars Operating Escrow LLC, Holdings, the lenders from time to time party thereto, the Former Administrative Agent, Credit Suisse AG, Cayman Islands Branch and, upon the assumption of the Term B-7 Loans pursuant to the terms thereof, the Borrower, pursuant to which the Term B-7 Loans were established, as amended, restated, supplemented or otherwise modified from time to time. Consent means the consent of a Lender to the terms of this Agreement, evidenced by receipt by the New Administrative Agent and the Former Administrative Agent

134 Case 1:15-cv JSR Document Filed 05/10/16 Page 6 of 14 (or their respective counsel) of either (i) a counterpart of this Agreement signed on behalf of such Lender or (ii) written evidence satisfactory to the New Administrative Agent and the Former Administrative Agent (which may include telecopy or electronic transmission of a signed signature page to this Agreement) that such Lender has signed a counterpart to this Agreement. In addition, the execution and delivery by any Lender of a signature page or counterpart to the B-7 Incremental Amendment as an Initial Term B-7 Lender thereunder shall also constitute the execution and delivery of a Consent hereunder. Consent Period shall mean the period during which the Lenders may deliver a Consent to the New Administrative Agent and the Former Administrative Agent for inclusion in the determination of the Consenting Lenders hereunder, which such Consent Period shall commence at 9:00 am New York City time on May 7, 2014 and end at 5:00 pm New York City time on May 12, Consenting Lender means any Lender that delivers a Consent to the New Administrative Agent and the Former Administrative Agent during the Consent Period. In addition, each Initial Term B-7 Lender shall be deemed to be a Consenting Lender hereunder (other than for purposes of Section 4(d) hereof). Former Administrative Agent means Bank of America, N.A., in its capacity as administrative agent under the Existing Credit Agreement. Initial Term B-7 Loans means the Initial Term B-7 Loans under the B-7 Incremental Amendment. Initial Term B-7 Lender means each Lender with a Term B-7 Initial Loan Commitment (as defined in the B-7 Incremental Amendment) or an Initial Term B-7 Loan. Non-Declining Consenting Lender means each Consenting Lender holding Term B-4 Loans that has elected in its Consent delivered to the New Administrative Agent and the Former Administrative Agent during the Consent Period to accept the repayment of such Consenting Lender s Term B-4 Loans pursuant to Section 5(a). Required Amendment Lenders means, at any time, the Required Lenders (as defined in the Existing Credit Agreement). For the avoidance of doubt, the Initial Term B-7 Loans will be included in the calculation of the Required Amendment Lenders hereunder, with each Initial Term B-7 Lender constituting a Consenting Lender hereunder (other than for purposes of Section 4(d) hereof). SECTION 2. Amendment and Restatement of the Existing Credit Agreement. Subject to the terms and conditions set forth herein, on the Amendment Effective Date (as defined below), the Existing Credit Agreement shall be amended and restated to read in its entirety as set forth in Exhibit A hereto (the Amended Credit Agreement ), and the New Administrative Agent is hereby directed by the Required Amendment Lenders and the other Lenders party hereto to enter into a Reaffirmation Agreement substantially in the form of Exhibit B hereto (the Reaffirmation Agreement ) and such other Loan Documents and to take such other actions as the New Administrative Agent determines may be necessary or desirable to give effect to the transactions contemplated hereby. From and after the effectiveness of such -2-

135 Case 1:15-cv JSR Document Filed 05/10/16 Page 7 of 14 amendment and restatement, the terms Agreement, this Agreement, herein, hereinafter, hereto, hereof and words of similar import, as used in the Amended Credit Agreement, shall, unless the context otherwise requires, refer to the Existing Credit Agreement as amended and restated in the form of the Amended Credit Agreement, and the term Credit Agreement, as used in the other Loan Documents, shall mean the Amended Credit Agreement. The Lenders further consent to the entry by the New Administrative Agent into the amendment or reaffirmation of any Loan Document (including, without limitation, further amendments to the documents attached hereto), on or following the Amendment Effective Date, deemed necessary or advisable by the New Administrative Agent to perfect, or continue the perfection (with the same priority) of, the Liens securing the Obligations, or to facilitate the transfer or incorporate the agency of the Agents thereunder or otherwise advisable based on the advice of counsel (including with respect to rounding, administrative adjustments and other mechanical changes to reflect the elections of the Lenders hereunder, the amendments and the agency provisions). SECTION 3. Termination of Existing Guaranty and Pledge Agreement. Subject to the terms and conditions set forth herein, on the Amendment Effective Date, the Amended and Restated Guaranty and Pledge Agreement, dated as of January 28, 2008 and amended and restated on June 10, 2009, as in effect on the date hereof (the Existing Guaranty and Pledge Agreement ), made by Holdings (formerly known as Harrah s Entertainment, Inc.) in favor of the Former Administrative Agent, in its capacity as administrative agent and collateral agent for the Lenders, shall be automatically terminated and Holdings shall be automatically released from all liability thereunder from and after such date. SECTION 4. Conditions. The amendments set forth in Section 2 and the termination set forth in Section 3 shall become effective on the date (the Amendment Effective Date ) when each of the following conditions has been satisfied (or waived as set forth in Section 9.08 of the Existing Credit Agreement): (a) The New Administrative Agent and the Former Administrative Agent (or their respective counsel) shall have received (i) from the New Administrative Agent, the Former Administrative Agent, Holdings and the Borrower either (1) a counterpart of this Agreement signed on behalf of such party or (2) written evidence satisfactory to the New Administrative Agent and the Former Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) from Lenders constituting the Required Amendment Lenders either (1) a Consent to this Agreement or (2) evidence that such Lender is an Initial Term B-7 Lender. (b) The New Administrative Agent shall have received, on behalf of itself, the Lenders and the L/C Issuer on the Amendment Effective Date or, to the extent permitted by the New Administrative Agent, after the Amendment Effective Date pursuant to arrangements to be agreed between the Borrower and the New Administrative Agent (such date, the Opinion Date ), a written opinion with respect to the Amendment Transactions (as defined in the B-7 Incremental Amendment), the Initial Term B-7 Loans (as defined in the B-7 Incremental Amendment) and the Modified Guaranty and Pledge Agreement of (i) Paul, Weiss, Rifkind, Wharton & Garrison LLP or other counsel reasonably acceptable to the New Administrative Agent, as counsel for the Loan Parties, and (ii) each local counsel specified on Schedule 1 or -3-

136 Case 1:15-cv JSR Document Filed 05/10/16 Page 8 of 14 other counsel reasonably acceptable to the New Administrative Agent, in each case, (a) dated the Opinion Date, (b) addressed to the New Administrative Agent, the Lenders and the L/C Issuer on the Amendment Effective Date and (c) in form and substance reasonably satisfactory to the New Administrative Agent. Each of Holdings and the Borrower hereby instructs its counsel to deliver such opinions. (c) The New Administrative Agent shall have received from the Borrower a consent fee payable for the account of each Consenting Lender holding a Revolving Facility Commitment (as defined in the Existing Credit Agreement) equal to 2.0% of the aggregate principal amount of such Lender s Revolving Facility Commitment as of the Amendment Effective Date. (d) The New Administrative Agent shall have received from the Borrower a consent fee payable for the account of the Consenting Lenders holding Term Loans (excluding, for the avoidance of doubt, Initial Term B-7 Loans) in an aggregate amount equal to $50.0 million, which amount shall be payable to each Consenting Lender on a pro rata basis (based on the aggregate principal amount of Term Loans (other than Initial Term B-7 Loans) held by such Consenting Lender as of the Amendment Effective Date). (e) The New Administrative Agent and the Former Administrative Agent shall have received all fees payable thereto on or prior to the Amendment Effective Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of Cahill, Gordon & Reindel LLP ) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (f) The Reaffirmation Agreement shall have been executed and delivered by each party thereto. (g) Each of the Former Administrative Agent and the New Administrative Agent shall have received on the Amendment Effective Date a completed Life-of-Loan Federal Emergency Management Agency standard flood hazard determination with respect to each portion of any Mortgaged Property on which any building as defined in the Flood Disaster Protection Act of 1973 is located (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each other applicable Loan Party relating thereto), and each of the Former Administrative Agent and the New Administrative Agent shall have received on the Amendment Effective Date or, with respect to the New Administrative Agent, within ten Business Days (or such longer period as agreed between the New Administrative Agent and the Borrower) after the Amendment Effective Date, a copy of, or a certificate as to coverage under, flood insurance policies for any property located in a special flood hazard area, to the extent required to comply with the Flood Disaster Protection Act of 1973 or any successor statue thereto as in effect as of the Amendment Effective Date. (h) Each Loan Party shall have obtained all consents and approvals required to be obtained by it in connection with the execution and delivery of this Agreement. -4-

137 Case 1:15-cv JSR Document Filed 05/10/16 Page 9 of 14 (i) Holdings and the New Administrative Agent shall have entered into the Guaranty and Pledge Agreement, substantially in the form of Exhibit C hereto (the Modified Guaranty and Pledge Agreement ), and the Consenting Lenders hereby authorize and direct the New Administrative Agent to execute and deliver such Modified Guaranty and Pledge Agreement. SECTION 5. Repayment of Term Loans. On the Amendment Effective Date, the Borrower shall repay Term Loans held by Consenting Lenders at par in an aggregate principal amount equal to $400.0 million (the Paydown Amount ) in the following order of priority: (a) First, to repay outstanding Term B-4 Loans of Non-Declining Consenting Lenders (the B-4 Submitted Amount ) at par. If the B-4 Submitted Amount exceeds the Paydown Amount, the Borrower shall repay portions of the B-4 Submitted Amount of Non-Declining Consenting Lenders on a pro rata basis based on the aggregate principal amounts of Term B-4 Loans held by Non-Declining Consenting Lenders. (b) Second, to repay outstanding Term B-5 Loans and Term B-6 Loans of Consenting Lenders (the B-5/B-6 Submitted Amount ) at par. If the B-5/B-6 Submitted Amount exceeds the amount of the remaining Paydown Amount available, the Borrower shall repay portions of the B-5/B-6 Submitted Amount of Consenting Lenders on a pro rata basis based on the aggregate principal amounts of Term B-5 Loans and Term B-6 Loans held by Consenting Lenders. (c) Third, with any remaining Paydown Amount, to repay outstanding Term Loans held by Consenting Lenders as the Borrower shall elect. SECTION 6. Consent to Application of Net Proceeds. Each of the Consenting Lenders hereby (a) agrees that all net proceeds of any Asset Sale outstanding under the Existing Credit Agreement as of the Amendment Effective Date or in respect of which a binding agreement shall have been entered into as of the Amendment Effective Date shall be deemed to have been applied in accordance with the Amended Credit Agreement as of the Amendment Effective Date and (b) waives any further required application of such net proceeds (the Excluded Net Proceeds ) from and after the Amendment Effective Date. SECTION 7. Certain Consequences of Effectiveness. On and after the Amendment Effective Date, the rights and obligations of the parties to the Existing Credit Agreement and each other Loan Document (as defined in the Existing Credit Agreement, the Existing Loan Documents ) shall be governed by the Amended Credit Agreement and each Existing Loan Document as amended hereby (including the Modified Guaranty and Pledge Agreement); provided that (i) the rights and obligations of the parties to the Existing Credit Agreement and the other Existing Loan Documents (other than the Existing Guaranty and Pledge Agreement and other than Section 6.10 of the Existing Credit Agreement (for which Section 6.10 of the Amended Credit Agreement will be deemed to have applied from and after March 31, 2014)) with respect to the period prior to the Amendment Effective Date shall continue to be governed by the provision of the Existing Credit Agreement and Existing Loan Documents prior to giving effect to this Agreement and the amendments contemplated hereby (and all accrued -5-

138 Case 1:15-cv JSR Document Filed 05/10/16 Page 10 of 14 interest and fees under the Existing Credit Agreement shall continue to be payable on the dates such amounts would be payable pursuant to the Existing Credit Agreement) and (ii) the Existing Guaranty and Pledge Agreement shall be automatically terminated on the Amendment Effective Date and Holdings shall be automatically released from any obligations thereunder from and after such date. The Existing Credit Agreement and the other Existing Loan Documents, as specifically amended hereby, are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects. SECTION 8. Replacement of Administrative Agent and Collateral Agent. The parties hereto hereby agree that from and after the Amendment Effective Date, the New Administrative Agent shall be the Administrative Agent and Collateral Agent under the Amended Credit Agreement and the other Loan Documents until such time, if any, as a replacement Administrative Agent or Collateral Agent is appointed in accordance with the Amended Credit Agreement, and the Former Administrative Agent shall cease to be the Administrative Agent and Collateral Agent under the Loan Documents. The New Administrative Agent shall have no liability of any kind for any act or omission of the Former Administrative Agent under any Loan Document. The Former Administrative Agent shall be entitled to all rights, privileges and immunities under the Amended Credit Agreement and the other Loan Documents provided to the Administrative Agent, Collateral Agent, Swingline Lender and L/C Issuer with respect to its activities in such capacities under the 2008 Credit Agreement, the 2011 Credit Agreement and the Existing Credit Agreement. Each of the parties to the Amended Credit Agreement hereby consents and agrees to all releases of Collateral and Subsidiary Loan Parties made by the Former Administrative Agent in its capacity as Administrative Agent and Collateral Agent under the 2008 Credit Agreement, the 2011 Credit Agreement and the Existing Credit Agreement and furthermore agrees that neither the Former Administrative Agent nor any of its Affiliates, nor any of their respective officers, directors, employees, agents, attorney s-in-fact or representatives shall have any liability in connection therewith. Additionally, each of the parties to this Agreement hereby waives any claim against the Former Administrative Agent, its Affiliates and their respective officers, directors, employees, agents, attorney s-in-fact or representatives based on any claim that any of such parties knew or should have known of any inaccuracy of any representations in the 2008 Credit Agreement, the 2011 Credit Agreement, the Existing Credit Agreement or any other Loan Document or the existence of any Default or Event of Default thereunder. Each of the parties to this Agreement hereby agrees that the Former Administrative Agent, its Affiliates and their respective officers, directors, employees, agents, attorney s-in-fact or representatives shall be entitled to provide the New Administrative Agent (or any successor to the New Administrative Agent that acts as Administrative Agent or Collateral Agent under the Loan Documents) and its Affiliates and their respective officers, directors, employees, agents, attorney s-in-fact or representatives any information related to its service as Administrative Agent and Collateral Agent under the Loan Documents. The Former Administrative Agent, its Affiliates and their respective officers, directors, employees, agents, attorney s-in-fact or representatives shall be express third party beneficiaries of this paragraph. The New Administrative Agent, the Former Administrative Agent and the applicable Loan Parties are hereby authorized, without any further consent of any Lender, to enter into any amendments or supplements to the Loan Documents and any intercreditor agreement previously entered into by the Former Administrative Agent in its capacity as Administrative Agent or -6-

139 Case 1:15-cv JSR Document Filed 05/10/16 Page 11 of 14 Collateral Agent and to make all filings and amendments to previous filings as the New Administrative Agent determines in its sole discretion are necessary or desirable to effect the purposes of this Agreement. SECTION 9. Further Agreements. (a) The Borrower shall deliver or cause to be delivered to the New Administrative Agent within 120 days after the Amendment Effective Date (or such later date as the New Administrative Agent may permit), the following items (in each case subject to Section 5.10(g) of the Existing Credit Agreement): (i) customary written opinions of local counsel to the Borrower and the applicable Loan Parties in each jurisdiction in which any Mortgaged Property is located, and of admiralty counsel to the Borrower and the applicable Loan Parties with respect to each Mortgaged Vessel, with respect to the perfection of the Collateral Agent s liens on the applicable Mortgaged Properties and Mortgaged Vessels, and the enforceability of the Mortgages and Ship Mortgages, each as amended by the respective Mortgage Amendment (as defined below), in each case (a) addressed to the New Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuers as of such date of delivery and (b) in form and substance consistent with such opinions delivered in previous transactions under the Existing Credit Agreement or otherwise reasonably satisfactory to the New Administrative Agent; (ii) with respect to each Mortgage Amendment, a written opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP or other counsel reasonably acceptable to the New Administrative Agent, as counsel for the Loan Parties where the applicable Loan Party executing such Mortgage Amendment is organized, regarding the due execution and delivery of the applicable Mortgage Amendment, the corporate formation, existence and good standing of the applicable Loan Party, in each case (a) addressed to the New Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuers as of such date of delivery and (b) in form and substance consistent with such opinions delivered in previous transactions under the Existing Credit Agreement or otherwise reasonably satisfactory to the New Administrative Agent; (iii) an assignment and/or amendment to the applicable Mortgage or Ship Mortgage (naming Credit Suisse AG, Cayman Islands Branch, as Collateral Agent, as new mortgagee/beneficiary thereunder) in form and substance reasonably satisfactory to the New Administrative Agent (pursuant to the advice of local counsel or admiralty counsel to the Borrower and the applicable Loan Parties) and in proper form for recording in the public records where the applicable Mortgage or Ship Mortgage is recorded (each, a Mortgage Amendment ) and a UCC-3 assignment and/or amendment (naming Credit Suisse AG, Cayman Islands Branch, as Collateral Agent, as new secured party thereunder) with respect to any UCC-1 financing statement; (iv) with respect to each Mortgaged Property and each Mortgaged Vessel, a title search dated as of a date on or after the Amendment Effective Date or otherwise reasonably acceptable to the New Administrative Agent, conducted by a title insurance -7-

140 Case 1:15-cv JSR Document Filed 05/10/16 Page 12 of 14 company reasonably satisfactory to the New Administrative Agent (Chicago Title and First American being deemed satisfactory) that reflects that such Mortgaged Property or Mortgaged Vessel, as applicable, is free and clear of all title defects and encumbrances other than Permitted Liens; and (v) to the extent available at commercially reasonable rates, an ALTA 10 (or similar mortgage assignment or successor-inindebtedness ) endorsement with respect to the existing mortgage title insurance policy (each, a Mortgage Policy ) relating to the Mortgage encumbering each Mortgaged Property, naming Credit Suisse AG, Cayman Islands Branch, as Collateral Agent, as the insured under each such Mortgage Policy, in form and substance reasonably satisfactory to the New Administrative Agent. (b)(i) Holdings shall, and shall cause the Borrower and any other applicable Loan Party that is a licensee or registered holding company under the Gaming Laws applicable to the State of Nevada (the Nevada Gaming Laws ) to file, with the Gaming Authorities having jurisdiction in Nevada (the Nevada Gaming Authorities ) any applications required to be made under Nevada Gaming Laws in connection with the pledge and delivery of the Pledged Equity (as defined in the Modified Guaranty and Pledge Agreement) and the Pledged Stock (as defined in the Collateral Agreement) to the New Administrative Agent pursuant to the Modified Guaranty and Pledge Agreement and the Collateral Agreement, respectively (the Nevada Stock Pledge ) (such Pledged Equity and Pledged Stock are collectively referred to herein as the Nevada Pledged Stock ), within 10 Business Days after the Amendment Effective Date (or such later date as the New Administrative Agent may permit) (the date on which such applications are filed, the Application Date ). (ii) Holdings, the Borrower and the other applicable Loan Parties shall use commercially reasonably efforts to obtain approval from the Nevada Gaming Authorities in respect of the Nevada Stock Pledge (the Approvals ) within 150 days after the Application Date (or such later date as the New Administrative Agent may permit). (iii) Upon the receipt of any and all Approvals, Holdings, the Borrower and the other applicable Loan Parties shall promptly (and in any event within five days after the date of the Approvals (or such later date as the New Administrative Agent may permit)) deliver or cause to be delivered to the New Administrative Agent or any custodian agent of the New Administrative Agent in the State of Nevada, any and all certificates or other instruments (if any) representing such Nevada Pledged Stock, together with stock powers or other instruments of transfer with respect thereto endorsed in blank. SECTION 10. Effectiveness; Counterparts; Amendments. This Agreement shall become effective when copies hereof that, when taken together, bear the signatures of Holdings, the Borrower, the New Administrative Agent, the Former Administrative Agent and the Required Amendment Lenders (including the deemed signatures of the Initial Term B-7 Lenders) shall have been received by the New Administrative Agent and the Former Administrative Agent. This Agreement may not be amended nor may any provision hereof be waived except pursuant to a writing signed by the New Administrative Agent, the Former Administrative Agent, Holdings, the Borrower and the Required Amendment Lenders. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which -8-

141 Case 1:15-cv JSR Document Filed 05/10/16 Page 13 of 14 when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. SECTION 11. No Novation. This Agreement shall not extinguish the Loans outstanding under the Existing Credit Agreement. Nothing herein contained shall be construed as a substitution or novation of the Loans outstanding under the Existing Credit Agreement, which shall remain outstanding after the Amendment Effective Date as modified hereby. Notwithstanding any provision of this Agreement, the provisions of Sections 2.14, 2.15, 2.16, and 9.05 of the Existing Credit Agreement as in effect immediately prior to the Amendment Effective Date will continue to be effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the Amendment Effective Date. SECTION 12. Notices. All notices hereunder shall be given in accordance with the provisions of Section 9.01 of the Amended Credit Agreement. SECTION 13. Applicable Law; Waiver of Jury Trial. (A) THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. (B) EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 9.11 OF THE EXISTING CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN. SECTION 14. Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in the Borough of Manhattan, and any appellate court from any thereof (collectively, New York Courts ), in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined only in such New York State or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction, except that each of Holdings and the Borrower agrees that (i) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have more contacts with the State of New York than any other jurisdiction), and (ii) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts. -9-

142 Case 1:15-cv JSR Document Filed 05/10/16 Page 14 of 14 (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York Courts. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. [signature pages follow] -10-

143 Case 1:15-cv JSR Document Filed 05/10/16 Page 1 of 8 Exhibit 38 Highlighted CEC Current Report (Form 8- K) for the Period Ending July 25, 2014 (filed July 29, 2014) (the July 29, K )

144 Case 1:15-cv JSR Document Filed 05/10/16 Page 2 of 8 CAESARS ENTERTAINMENT CORP FORM 8-K (Current report filing) Filed 07/29/14 for the Period Ending 07/25/14 Address ONE CAESARS PALACE DRIVE LAS VEGAS, NV Telephone CIK Symbol CZR SIC Code Hotels and Motels Industry Casinos & Gaming Sector Services Fiscal Year 12/31 Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

145 Case 1:15-cv JSR Document Filed 05/10/16 Page 3 of 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 29, 2014 (July 25, 2014) Date of Report (Date of earliest event reported) Caesars Entertainment Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) (Commission (IRS Employer File Number) Identification Number) One Caesars Palace Drive Las Vegas, Nevada (Address of principal executive offices) (Zip Code) (702) (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 ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

146 Item 7.01 Regulation FD Disclosure. Case 1:15-cv JSR Document Filed 05/10/16 Page 4 of 8 Settlement of Tender Offers and Note Purchases On July 29, 2014, Caesars Entertainment Corporation ( Caesars Entertainment ) issued a press release announcing the completion of its subsidiary s, Caesars Entertainment Operating Company, Inc. ( CEOC ), previously announced cash tender offers for any and all of CEOC s 5.625% Senior Notes due 2015 (the 5.625% Notes ) and any and all of CEOC s 10.00% Second-Priority Senior Secured Notes due 2015 (the 10.00% Notes ). As of the expiration time CEOC had received tenders for $44,345,000 aggregate principal amount of the 5.625% Notes and $103,016,000 aggregate principal amount of the 10.00% Notes, all of which were accepted by CEOC for purchase. Caesars Entertainment also announced that CEOC completed the purchase of 5.625% Notes and 10.00% Notes pursuant to the previously announced note purchase agreements with a significant third-party holder and a subsidiary of Caesars Growth Partners, LLC ( CGP ). CGP received approximately $451.9 million of consideration (including accrued and unpaid interest) as part of the note purchase transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Payment of Existing Term Loans As previously announced by Caesars Entertainment on July 25, 2014, the escrow conditions were satisfied and the $1,750 million of new term loans (the B-7 Term Loan ) was assumed by CEOC and became incremental term loans governed by and incorporated into CEOC s amended credit facilities. In connection with the assumption of the B-7 Term Loans and the consummation of the amendment to the credit facilities, CEOC repaid approximately $16 million in aggregate principal amount of B-1 term loans, approximately $13 million in aggregate principal amount of B-3 term loans, approximately $578 million in aggregate principal amount of B-4 term loans, approximately $54 million in aggregate principal amount of B-5 term loans and approximately $133 million in aggregate principal amount of B-6 term loans under CEOC s existing credit facilities. As previously announced by Caesars Entertainment and CEOC on May 6, 2014, CGP had committed to use all of the proceeds from the note purchase transaction described above to purchase a portion of the B-7 Term Loan. CGP did not receive an allocation of Term B-7 Loans from the arrangers in the marketing and allocation process. The information set forth in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of Caesars Entertainment 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. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD. Item 9.01 Other Events. (d) Exhibits. The following exhibit is being furnished herewith: Exhibit No. Description 99.1 Text of press release, dated July 29, 2014.

147 Case 1:15-cv JSR Document Filed 05/10/16 Page 5 of 8 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: July 29, 2014 By: /s/ S COTT E. W IEGAND Name: Scott E. Wiegand Title: Senior Vice President, Deputy General Counsel and Corporate Secretary

148 Exhibit No. Description Case 1:15-cv JSR Document Filed 05/10/16 Page 6 of Text of press release, dated July 29, EXHIBIT INDEX

149 Case 1:15-cv JSR Document Filed 05/10/16 Page 7 of 8 Exhibit 99.1 Contact: Gary Thompson Media Jennifer Chen Investors Caesars Entertainment Corporation Caesars Entertainment Corporation (702) (702) Caesars Entertainment Announces Completion of Tender Offers for Caesars Entertainment Operating Company, Inc. s Debt Securities LAS VEGAS July 29, 2014 Caesars Entertainment Corporation ( Caesars ) (NASDAQ: CZR) announced today the completion of its subsidiary s, Caesars Entertainment Operating Company, Inc. (the Issuer or CEOC ), previously announced cash tender offers to purchase any and all of the outstanding $791,767,000 aggregate principal amount of CEOC s 5.625% Senior Notes due 2015 (the 5.625% Notes ) and any and all of the outstanding $214,800,000 aggregate principal amount of CEOC s 10.00% Second-Priority Senior Secured Notes due 2015 (the 10.00% Notes and, together with the 5.625% Notes, the Notes ). The tender offers expired at 5:00 p.m., New York City time, on July 25, 2014 (the Expiration Time ). The Issuer received tenders from the holders of $44,345,000 aggregate principal amount of the 5.625% Notes and $103,016,000 aggregate principal amount of the 10.00% Notes by the Expiration Time. The Issuer has accepted for purchase all of the Notes validly tendered (and not validly withdrawn). The Issuer has paid total consideration of $1, per $1,000 principal amount of the 5.625% Notes and total consideration of $1, per $1,000 principal amount of the 10.00% Notes, plus any accrued and unpaid interest from the last interest payment date to, but not including, the payment date. In addition, pursuant to the previously announced note purchase agreements with a significant third-party holder and a subsidiary of Caesars Growth Partners, LLC (the CGP Holder and, together with the third party holder, the Selling Holders ), CEOC purchased (the Note Purchases ) from the Selling Holders approximately $740.5 million in aggregate principal amount of the 5.625% Notes for a purchase price of $1, per $1,000 principal amount and approximately $106.6 million in aggregate principal amount (including 10.00% Notes purchased through a mandatory redemption) of the 10.00% Notes for a purchase price of $1, per $1,000 principal amount, in each case, plus accrued and unpaid interest to, but not including, the closing date. As a result of the tender offers and the Note Purchases, the Issuer has retired approximately 99.1% of the outstanding amount of the 5.625% Notes and approximately 98.0% of the outstanding amount of the 10.00% Notes. The Issuer engaged Citigroup Global Markets Inc. to act as Dealer Manager in connection with the tender offers for the Notes. About Caesars Caesars is the world s most geographically diversified casino-entertainment company. Since its beginning in Reno, Nevada, more than 75 years ago, Caesars has grown through development of new resorts, expansions and acquisitions, and now operates casinos on three continents. The company s resorts operate

150 Case 1:15-cv JSR Document Filed 05/10/16 Page 8 of 8 primarily under the Caesars, Harrah s and Horseshoe brand names. Caesars 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 is committed to environmental sustainability and energy conservation and recognizes the importance of being a responsible steward of the environment. 2

151 Case 1:15-cv JSR Document Filed 05/10/16 Page 1 of 3 Exhibit 42 Yahoo Finance Historical CEC Stock Trading Price on May 5, 2014 (the CZR May 5, 2014 Historical Stock Price )

152 5/9/2016 CZR Historical Prices Caesars Entertainment Corporati Stock - Yahoo! Finance Page 1 of 2 Case 1:15-cv JSR Document Filed 05/10/16 Page 2 of 3 Home Mail Search News Sports Finance Celebrity Weather Answers Flickr Mobile Try More Yahoo Finance on Firefox» Search Finance 99+ Search Web Finance Home My Portfolio My Quotes News Market Data Yahoo Originals Business & Finance Personal Finance CNBC Contributors Enter Symbol Look Up Mon, May 9, 2016, 7:56pm EDT - US Markets are closed Report an Issue Dow 0.20% Nasdaq 0.30% CZR Because trade Find CZROut you 0.13 More invest can Restrictions apply. Caesars Entertainment Corporation (CZR) - NasdaqGS (1.92%) 3:59PM EDT After Hours : (0.00%) 5:06PM EDT - Nasdaq Real Time Price Watchlist Like 55 Historical Prices Get Historical Prices for: GO Set Date Range Start Date: May Eg. Jan 1, 2010 End Date: May Daily Weekly Monthly Dividends Only Get Prices First Previous Next Last Prices Date Open High Low Close Volume Adj Close* May 5, , * Close price adjusted for dividends and splits. First Previous Next Last Download to Spreadsheet Currency in USD. Ad Topics That Might Interest You Best Index Funds 2. Top Bank CD Rates Today 3. High Yield Bond ETFs 4. 5 Best IRA Accounts 5. Top Performing Dividend ETFs 6. Refinance Mortgage Rates 7. Most Popular Leveraged ETFs 8. Top Mutual Funds to Invest Feedback ads Copyright 2009 Yahoo! All rights reserved. Quotes are real-time for NASDAQ, NYSE, and NYSE MKT. See also delay times for other exchanges. All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.