Exhibit 99.1

Transaction overview

On March 3, 2014, Caesars Growth Partners, LLC (“CGP”), the indirect parent of Caesars Growth Properties Holdings, LLC (“CGPH” or the “Company”), announced that it had entered into a definitive agreement to acquire four casino properties (Bally’s Las Vegas, The Cromwell (formerly known as Bill’s Gamblin’ Hall & Saloon), The Quad (formerly known as The Imperial Palace) and Harrah’s New Orleans (collectively, the “Purchased Properties”) from Caesars Entertainment Operating Company, Inc. (“CEOC”), a subsidiary of Caesars Entertainment Corporation (“CEC”; NASDAQ: CZR). The total purchase price for the Purchased Properties is approximately $2.2 billion, which includes $185 million of assumed debt related to The Cromwell and planned capital expenditures of $223 million, resulting in cash consideration of approximately $1.8 billion. The definitive agreement was fully negotiated by and between a Special Committee of CEC Board of Directors (the “CEC Special Committee”) and a Special Committee of Caesars Acquisition Company’s (“CAC”) Board of Directors (the “CAC Special Committee”), each comprised solely of independent directors, and was recommended by both committees and approved by the Boards of Directors of CEC and CAC. The CEC Special Committee and the CAC Special Committee each was advised by its own legal and financial advisors. The CEC Special Committee, the CAC Special Committee and the Boards of Directors of CEC and CAC each received fairness opinions from firms with experience in valuation matters, which stated that, based upon and subject to (and in reliance on) the assumptions made, matters considered and limits of such review, in each case as set forth in the opinions, the purchase price was fair from a financial point of view to CEC and CGP, respectively.

Concurrently with the closing of the acquisition, CGP, which currently owns Planet Hollywood Resort & Casino (“PHW” or “Planet Hollywood” and, together with the Purchased Properties, the “Properties”), will contribute its equity ownership in Planet Hollywood, along with approximately $471 million of new cash equity (subject to fluctuations), into CGPH. The Cromwell will remain an unrestricted subsidiary outside of the credit. The acquisition of the Purchased Properties, as well as the refinancing of Planet Hollywood’s $485 million of existing CMBS debt, will be funded with $2.0 billion of debt financing that will be comprised of:

Summary of the credit facilities

Company overview

The parent of CGPH, Caesars Growth Partners, LLC, is a casino asset and entertainment company focused on acquiring and developing a portfolio of high-growth operating assets and equity and debt investments in the gaming and interactive entertainment industries. CGP is a joint venture between Caesars Acquisition Company (NASDAQ: CACQ), which owns a 42% economic interest (and 100% of the voting interest) in CGP. Two subsidiaries of Caesars Entertainment Corporation own a 58% economic interest (and 0% of the voting interest) in CGP. As of 3/25/14, CAC had a public equity market value of $2.2 billion, which implies a total equity value of $5.2 billion for CGP. CAC was formed to make an equity investment in CGP. CAC has a separate board of directors from Caesars Entertainment Corporation. In FY 2013, the Company generated revenue and an estimated range of projected run-rate adjusted EBITDA (incl. development projects) – Pro forma of $1,039 million and $287 million – $320 million⁽¹⁾, respectively.

($ in millions)

Note: See pages 29-33 for detail on adjusted EBITDA adjustments and page 75 for a reconciliation of net income to adjusted EBITDA.

The projections included below are based on current estimates of the Company, but they involve risks, uncertainties, assumptions and other factors that may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the projections. These projections reflect Management’s estimated range of projected run-rate adjusted EBITDA – pro forma once the projects described below are open or fully implemented and operated at a steady state, which may not occur until 12 to 24 months after the projects are completed and operations at each respective property commence. Prospective financial information is necessarily speculative in nature, and it can be expected that some or all of the assumptions of the information described below may not materialize or will vary significantly from actual results. The Company undertakes no obligation to update publicly any forward-looking statement for any reason after the date of this document to conform these statements to actual results or to changes to its expectations.

($ in millions)

				Combined FY 2013
		Adjusted EBITDA (1)		$249
		Plus: Planet Hollywood historical management fees (2)		18
		Plus: Cromwell 2013A EBITDA (3)		1
		Adjusted EBITDAM		$267
		Pro forma EBITDAM adjustments
		Plus: PF adj. for the full year benefit from Bally’s South Tower renovation		$6
		Plus: PF adj. for CGPH property-level cost savings yet to be realized		3
		Plus: PF adj. for lease payments received for the Grand Bazaar		3
		Adjusted EBITDAM - Pro forma		$279
		Estimated range for projected run-rate EBITDAM adjustments
		Less: CGPH’s share of unallocated corporate expenses, net of cost savings		($6) - ($13)
		Plus: Implementation of Harrah’s New Orleans resort fees		0 - 1
		Estimated range of projected run-rate adjusted EBITDAM - Pro forma		$266 - $273
		Estimated range for development project run-rate EBITDAM adjustments
		Plus: End of construction disruption related to the Linq and The Quad renovation		$14 - $25
		Plus: Impact of The Quad’s full renovation		31 - 47
		Estimated range of projected run-rate adjusted EBITDAM (incl. development project) - Pro forma		$311 - $345
		Less: CEOC’s 50% share of management fees (proposed) (4)		(23) - (24)
		Estimated range of projected run-rate adjusted EBITDA (incl. development project) - Pro forma		$287 - $320

		CGPH’s share of unallocated corporate expenses, net of cost savings(1)

		Harrah’s New Orleans resort fees

Comparable LV CZR properties(1) – net revenue		The Quad – net revenue
($ in millions)		($ in millions)

From 2011 to 2013, The Quad experienced a 27% decline in net revenue. During the same timeframe, comparable Las Vegas CZR properties experienced a 5.5% decrease in net revenue. Caesars management attributes the decline in The Quad’s net revenue during this timeframe to disruption related to CEOC’s $90 million renovation of The Quad and construction of the Linq project (which encompassed The Quad gaming floor as well as areas directly adjacent to The Quad).

CGPH estimates the negative revenue impact of Linq construction and The Quad renovation disruption was $26 million – $33 million in FY 2013. Assuming 55% - 75% of net revenue flow through to Adjusted EBITDAM, CGPH estimates the Adjusted EBITDAM impact of Linq disruption was $14 million - $25 million in FY 2013.

Impact of Linq construction and The Quad renovation disruptions

Renovation Adjusted EBITDAM uplift ⁽²⁾

($ in millions, except WPD and cash ADR)

Net revenue		Adj. EBITDA
($ in millions)		($ in millions)

Corporate structure chart

Caesars Enterprise Services, LLC

In connection with the transaction, Caesars Entertainment Operating Company, Inc., Caesars Entertainment Resort Properties, LLC and Caesars Growth Properties Holdings, LLC have agreed to use reasonable best efforts to establish a new services joint venture known as Caesars Enterprise Services, LLC (“ServicesCo”). The purpose of ServicesCo, subject to the review and approval of the special committees of CAC and Caesars Entertainment Corporation, is to provide certain centralized services to CEOC, CERP and CGPH, including but not limited to common management of the enterprise-wide intellectual property, which will be provided per a Shared Services Agreement by ServicesCo to each of the three entities, along with shared services operations across the portfolio of properties owned by CEOC, CERP, CGPH and their respective subsidiaries. The implementation of ServicesCo is subject to regulatory approval.

ServicesCo organizational chart

Acquisition transaction

On March 21, 2014, CAC, CGP, CEC and its subsidiaries CEOC and CERP, a wholly-owned subsidiary of CEC, received a letter (the “Letter”) from a law firm acting on behalf of unnamed clients who claim to hold Second-Priority Secured Notes of CEOC, alleging, among other things, that CEOC is insolvent and that CEOC’s owners improperly transferred or seek to transfer valuable assets of CEOC to affiliated entities in connection with: (a) the transaction agreement dated October 21, 2013 by and among CEC, certain subsidiaries of CEC and CEOC, CAC and CGP, which, among other things, provide for the asset transfers from subsidiaries of CEOC to CGP of the Planet Hollywood casino and interests in Horseshoe Baltimore that was consummated in 2013 (the “2013 CGP Transaction”); (b) the transfer by CEOC to CERP of Octavius Tower and Project Linq that was consummated in 2013; and (c) the contemplated transfers by CEOC to CGP of the Properties (the “Contemplated Transaction”). The Letter does not identify the holders or specify the amount of Second-Priority Secured Notes or other securities that they may hold. The Letter includes allegations that these transactions constitute or will constitute voidable fraudulent transfers and represent breaches of alleged fiduciary duties owed to CEOC creditors and that certain disclosures concerning the transactions were inadequate. The Letter demands, among other things, that the transactions be rescinded or terminated, as would be applicable.

CGP strongly believes there is no merit to the Letter’s allegations and will defend itself vigorously and seek appropriate relief should any action be brought. If a court were to order rescission of the 2013 CGP Transaction or enjoin consummation of the Contemplated Transaction, CGP and CGPH may have to return the Properties and/or the assets transferred to CGP in the 2013 CGP Transaction or their value to CEC or CEOC, be forced to pay additional amounts therefor, or to take other actions ordered by the court. In addition, if the Contemplated Transaction were consummated and a court were to find that those transfers were improper, that could trigger a default under CGPH’s credit facilities and notes and a court could fashion a number of remedies, including declaring that the liens on the returned assets securing CGPH’s credit facilities and the notes are not valid or enforceable, or that they may be equitably subordinated or otherwise impaired. These consequences could have a material adverse effect on CGP’s and CGPH’s business, financial condition, results of operations and prospects and on the ability of lenders and noteholders to recover on claims under the credit facilities and the notes.

The Company’s properties consist of well-known, large entertainment facilities that bear some of the most highly recognized brand names in the gaming industry, including Planet Hollywood, Bally’s and Harrah’s. These brands have a strong identity and enjoy widespread customer recognition. The strategic location of the Company’s properties in both Las Vegas and New Orleans offers a variety of competitive advantages.

Geographic footprint

All of CGPH’s operating casinos have a successful track record of strong, stable revenue and free cash flow.

The Company’s Las Vegas assets generate a majority of their revenue from non-gaming sources, which generally tend to be higher-margin, higher-growth offerings. As part of the Company’s focus on expanding non-gaming business, the Company has and continues to invest significant capital towards its lodging, entertainment, food and beverage offerings. Further, the Company’s continued focus on newer and more luxurious offerings in the Las Vegas market is expected to result in higher spend per customer.

Though Harrah’s New Orleans generates the majority of its revenue from gaming, it has a leading market share and benefits from being one of four major gaming properties in the New Orleans market. Additionally, Harrah’s New Orleans is the only land-based casino in its market, and its share of the New Orleans market has improved by nearly 600 basis points over the past three years, from 54% in 2011 to 60% in 2013, based on gross gaming revenue as reported by the Louisiana Gaming Control Board. The Company believes the property will continue to benefit from the ongoing significant population growth in New Orleans, as well as strong trends in tourism.

Diverse revenue base
Planet Hollywood				The Quad
Bally’s Las Vegas				Harrah’s New Orleans

The Company’s Las Vegas properties are located near or adjacent to several new large-scale developments in the city, all of which the Company expects will drive increased visitation to its properties. These projects include the current renovations to The Quad and the ongoing redevelopment of The Cromwell. These improvements to The Quad and The Cromwell, in conjunction with Caesars Entertainment’s Project Linq development, are expected to generate increased foot traffic and result in the presence of additional visitors to the area, which Management expects will improve both gaming and non-gaming revenues at its properties.

Overview of current and future capital spending projects

Upon completion of the transaction, CGPH will have one of the strongest credit profiles relative to its peers.

Select comparable leverage statistics⁽¹⁾

CGPH benefits from stable EBITDA, consistently strong margins and attractive free cash flow dynamics. Between FY 2012 and FY 2013, CGPH properties averaged a Adjusted EBITDA margin of 24%. Additionally, maintenance capex requirements at CGPH properties have been consistently minimal. On average, maintenance capex has represented only 10% of EBITDA over the last two years leading to an average free cash flow conversion of 90% during the same period.

The Company’s parent, Caesars Growth Partners, LLC, has an independent capital structure. Certain CGP assets, such as Caesars Interactive Entertainment (and its assets), are currently unencumbered. Pro forma for the transaction, CGP will have approximately $409 million on its balance sheet, which provides it with significant liquidity and the capacity to deploy its cash towards value enhancing investments. Additionally, CGP currently has a portfolio of debt investments, which could provide an additional source of future liquidity.

As of March 25, 2013, CGP’s parent, CAC, has a market capitalization of $2.2 billion, which implies an equity value of $5.2 billion for CGP.

CGPH organizational structure

Summary of management agreement

In October 2013, CAC and CGP entered into a Management Services Agreement (“CGP MSA”) with CEOC, under which CEOC and its subsidiaries provide certain management services to CAC, CGP and their subsidiaries, in exchange for a service fee. In accordance with the CGP MSA, CAC, CGP and their subsidiaries have the ability, at the request of CAC’s Board of Directors, to receive administrative and operational services from CEOC, while leveraging Caesars Entertainment’s infrastructure, corporate services, various back-office support functions, as well as business advisory services, including assistance with identifying and analyzing opportunistic investments, developing corporate strategies, design and construction consultancy services and analyzing and executing financing activities. The CGP MSA will remain in place after the closing of the acquisitions.

Summary of property management agreements

At closing, each of the four acquired properties will enter into Property Management Agreements (“PMA”) with management subsidiaries of CEOC (the “Property Managers”). Planet Hollywood’s current PMA with a subsidiary of CEOC will remain in place. The ongoing management fees payable by each of the four acquired properties will consist of the following:

Planet Hollywood’s management fee structure includes:

Following the closing of the acquisitions, at CGP’s request and subject to receipt of any required regulatory approvals, the PMAs will be assigned to ServicesCo, which will thereafter perform the obligations of the Property Managers (in which case CEOC’s guarantee of the obligations under the assigned PMAs will be released).

Overview of Caesars Enterprise Services, LLC

In connection with the transaction, Caesars Entertainment Operating Company, Inc., Caesars Entertainment Resort Properties, LLC and Caesars Growth Properties Holdings, LLC have agreed to use reasonable best efforts to establish a new services joint venture known as Caesars Enterprise Services, LLC (“ServicesCo”). The purpose of ServicesCo, subject to the review and approval of the special committees of CAC and Caesars Entertainment Corporation, is to provide certain centralized services to CEOC, CERP and CGPH, including but not limited to common management of the enterprise-wide intellectual property, which will be provided per the Shared Services Agreement by ServicesCo to each of the three entities, along with shared services operations across the portfolio of properties owned by CEOC, CERP, CGPH and their respective subsidiaries. The implementation of ServicesCo is subject to regulatory approval and the review and approval of the CEC and CAC Special Committees.

Licensing of intellectual property

Upon the implementation of ServicesCo, CEOC, CERP, CGP, ServicesCo and Caesars License Company, LLC (“CLC”), will use reasonable best efforts to enter into a Cross-License Agreement (the “CLA”). Pursuant to the CLA:

CGP, CERP and the relevant owner of each Property (except Planet Hollywood) will license any intellectual property specific to each such Property that is owned by CGP, CERP or any such owner to ServicesCo and CEOC in connection with uses that are not specifically tied to the Properties and consistent with such current uses.

In addition, CEOC, CERP, CGP and Caesars Entertainment will continue to have access to corporate and other shared services provided by ServicesCo. Further, ServicesCo will assign to CGP, CERP or a subsidiary designated by CGP or CERP, all property-specific intellectual property (with respect to a CGP- or CERP-owned property, respectively) that is created from time to time by or on behalf of ServicesCo.

ServicesCo organizational chart

Overview of The Quad capital improvements

Historical gaming revenue and market share

($ in millions)

Source: Louisiana Gaming Control Board.

Disclaimer

The following unaudited combined financial data of the Properties for the years ended, and as of, December 31, 2012 and 2013 constitute forward-looking statements and are based upon CGPH’s preliminary internal estimates and best judgment of its performance. The estimates for the years ended, and as of, December 31, 2012 and 2013 may be subject to adjustments in connection with CGPH’s audit procedures. CGPH’s actual results for the years ended, and as of, December 31, 2012 and 2013 may differ materially from its current estimates. The preliminary financial data for the years ended, and as of, December 31, 2012 and 2013 included above has been prepared by, and is the responsibility of, management.

Balance sheet (unaudited)

Income statement (unaudited)

Adj. EBITDA reconciliation (unaudited)

Management’s discussion and analysis

Net revenues for 2013 decreased when compared with 2012, primarily driven by reductions in casino revenues. Disruption in operations at the Quad, and the closure of Bill’s Gamblin’ Hall & Saloon in 2012, to be renovated and reopened as the Cromwell, drove the significant reduction in gaming revenues. These same impacts caused adverse changes in food and beverage and rooms revenues at the Purchased Properties, which were mostly offset by increased food and beverage and rooms revenues at Planet Hollywood. Income from operations decreased in 2013 when compared with 2012 due to the impact of reduced revenues and the increase in remediation expenses associated with certain of the Purchased Properties. Remediation expenses are not a component of Adjusted EBITDA or Property EBITDA.