On December 5, 2012, Caesars Entertainment Corporation (the "Registrant") announced the intent of its wholly owned subsidiaries, Caesars Operating Escrow LLC and Caesars Escrow Corporation (the "Escrow Issuers"), to offer, through a private placement, $300,000,000 aggregate principal amount of 9% senior secured notes due 2020, subject to market and other conditions. The press release related to the notes was attached as Exhibit 99.1 to the Registrant's Current Report on Form 8-K, dated December 5, 2012.

On December 6, 2012, the Escrow Issuers priced $750,000,000 aggregate principal amount of 9% senior secured notes due 2020 at an issue price of 98.25%, plus accrued interest from August 22, 2012. The notes are being offered in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended. The notes will be issued under the same indenture governing the 9% senior secured notes due 2020 that were issued on August 22, 2012 (the "Existing Notes"), but the notes and the Existing Notes will not be fungible until the completion of a registered exchange offer pursuant to which holders that exchange their notes and/or Existing Notes will collectively receive registered 9% senior secured notes due 2020 that will have a single CUSIP number and thereafter be fungible. The closing of the offering is subject to a number of conditions. Upon the satisfaction of certain conditions, Caesars Entertainment Operating Company, Inc. will assume the Escrow Issuers' obligations under the notes and the indenture.

The Registrant is disclosing under Item 8.01 of this Current Report on Form 8-K the foregoing information and the information attached to this Current Report on Form 8-K as Exhibit 99.1, which information is incorporated by reference herein. This information, which has not been previously reported, is excerpted from an offering memorandum, as supplemented, that is being disseminated in connection with the notes offering described above.

(d) Exhibits. The following exhibit is being filed herewith:

Exhibit
  No.                                   Description
99.1      Disclosure in connection with the distribution of the offering
          memorandum for $750,000,000 aggregate principal amount of 9% senior
          secured notes due 2020.