Good afternoon, and welcome to the Caesars Entertainment Third Quarter 2013 Earnings Call. My name is Jay, and I will be facilitating the audio portion of today's interactive broadcast. [Operator Instructions] At this time, I would like to turn the call over to Mr. Eric Hession, Senior Vice President of Finance and Treasurer. Please go ahead, sir.

Hi. Thanks, everybody, for joining, and we apologize for the delay. We were working through some technical issues with the Internet connection, but it should be working now. So I'd like to welcome everybody to the Caesars Entertainment Third Quarter 2013 Results Conference Call. Joining me today are Gary Loveman, our Chief Executive Officer; and Donald Colvin, our Chief Financial Officer. Following our prepared remarks, we'll turn the call over to your questions. A copy of our press release, today's prepared remarks and a replay of this conference call will be available in the Investor Relations section of our website at caesars.com. Before I turn the call over to Gary, I'd like to call your attention to the following information. The Safe Harbor disclaimer in our public documents covers this call and the simultaneous webcast at caesars.com. The forward-looking statements made during this conference call reflect the opinion of management as of the date of this call. There are risks and uncertainties with such statements, which are detailed in our filings with the SEC. Please be advised that developments subsequent to this call are likely to cause these statements to become outdated with the passage of time. We do not intend, however, to update the information provided today prior to our next quarterly conference call. Further, today, we are reporting on third quarter 2013 results. These results are not necessarily indicative of results in future periods. Also, please note that prior to this call, we furnished a Form 8-K of this afternoon's press release to the SEC. Property EBITDA and adjusted EBITDA are non-GAAP financial measures. Reconciliations of net income and loss to property EBITDA and net income and loss to adjusted EBITDA can be found in the tables in our press release. This call, the website and its replay are the property of Caesars. It's not for rebroadcast or use by any other party without the prior written consent of Caesars. If you do not agree with these terms, please disconnect now. By remaining on the line, you agree to be bound by these terms. I'd now like to turn the call over to our CEO, Gary Loveman.

Thank you, Eric, and welcome, everyone. Since we were together 3 months ago, there has certainly been no shortage of developments here at Caesars. Most of these have involved positive news, involving the execution of our strategy and our efforts to address the company's capital structure. Before I update you on these events, I'd like to spend a moment talking about 2 recent pieces of news that you have no doubt read about by now. Ten days ago, we announced the withdrawal of our application as a qualifier in Massachusetts. After we received a report from the Gaming Commission staff that said we had not demonstrated Caesars' suitability, our parents in the project -- our parents, that's some deep psychological issue, I suppose -- our partners in the project asked us to withdraw, and we agreed. The staff report raised certain issues, particularly with regard to our trademark licensing agreement with the Gansevoort Hotel Group and an ill-defined association between one of that company's passive minority investors and an international crime group, speculated on in the popular press. On top of the fact that this individual has never been charged or convicted of anything, our arrangement with Gansevoort was limited to the use of the company's brand on the former Bill's Gamblin' Hall & Saloon in Las Vegas. The hotel and casino were always going to be operated solely by Caesars. This relationship was scrutinized by our time-tested investigative and compliance process and approved by our independent Compliance Committee, which consists of experienced, accomplished executives and former gaming regulators. Let me be clear: we've always supported high standards for operators in our business, and we believe that setting and maintaining these standards is good for the company and the industry. Indeed, we've prospered under those circumstances for more than 75…

Thank you, Gary. As Gary mentioned, we made significant progress over the last several months towards our goal of improving our balance sheet and overall capital structure. Through a combination of debt refinancings, an equity issuance and a strategic asset sale, the company is better equipped financially to execute on the strategy that Gary outlined and which we are actively pursuing. Breaking down the transactions in greater detail. On October 11, we completed the $4.65 billion Caesars Entertainment Resort Properties, or CERP, refinancing transaction, comprised of $2.5 billion credit facility, $1 billion of first lien notes and $1.15 billion of second lien notes. We also have an undrawn revolver totaling $269.5 million. The proceeds fully repaid the outstanding Caesars CMBS facility and also refinanced the Octavius/Linq Senior Secured Loan. As a result of the refinancing effort, we captured approximately $100 million in discounted repurchases and reduced total borrowings by approximately $200 million. Given that the transaction closed after quarter end, the results reported today do not reflect the impact of this refinancing. In today's earnings release, we did provide some CERP financial information as if the transaction had been completed on September 30 rather than October 11. As a result, Octavius/Linq is accounted for in both CEOC and CERP financials this quarter. On September 25, we raised approximately $200 million in cash via a public equity offering. We issued 10.34 million shares, including the over-allotment at a net price of $19.4 per share to Caesars. The shares were issued via the $500 million shelf registration statement that has been in place since shortly after the IPO in February of 2012. This recent issuance is in addition to the approximately $15 million we had issued via the company's at-the-market program from the start of the program through Q3. The offering closed…

Thank you, Donald. 2014 promises to be a very exciting year for Caesars as we introduce new developments here in Las Vegas, in Baltimore and online. Our new entities and our steady attention to the capital structure improvement creates the foundation for further growth and enhancements to our network. With that, we're happy to take your questions.

[Operator Instructions] The first question comes from the line of James Taylor with Bank of America.

I guess just one housekeeping item on the bad debt expense that you mentioned in the press release. Can you just, I guess, quantify that and maybe just give a little more detail? Was it a matter of a collection in the quarter? Are you -- or you're reducing your assumptions going forward?

I think with this bad debt that's on [ph] here -- I mean, it's obviously -- we've got a model, and we just update every quarter based on different recoveries. So there's no -- there's nothing fundamental there. It's a model that we have agreed with our independent accountants, and it's just updated based on the latest estimates of recoveries.

Okay. I guess moving on to CapEx. Obviously, from the last quarter guidance, the CapEx budget's come down quite a bit. Can you just maybe -- I mean, you gave a good sort of detailed explanation. But generally, is that just some of the capital projects being pushed into '14 and the sort of maintenance CapEx is staying the same? Is that -- am I thinking about that correctly?

Yes. Mainly the former.

I think there's a couple of variables there. We instituted [indiscernible] greater level of discipline in the CapEx that would qualify to our spend. And you've asked for more justifications in some areas, especially for [indiscernible] maintenance investments. And so that has resulted in a saving. And I think that is a saving we're happy to take to the bank. Other projects have just been delayed as Gary mentioned. And when we do a plan, our capital investments this year are very, very high compared to previous years, and our ability to spend it was always focused on the back end, and some of that has just slipped into next year. So nothing to read into that. It's just a little bit slow on spend compared to original projections.

Okay. And I guess just finally, not to get in too sensitive a subject, but I guess in Massachusetts, obviously, we were surprised as everyone I'm sure -- not as surprised as you guys -- by the recent news. I guess the biggest thing that comes to my mind is given the sort of limited nature of the relationship, I guess I don't understand why you didn't have the option to drop the Gansevoort, what you decided to do subsequently anyway, and just remedy the situation? Is that -- I don't know if you can answer that question or if that was a conversation you had with the regulators. And then I guess [indiscernible]...

Yes, I can answer it. I don't know why we couldn't either. Typically, in gaming jurisdictions, if there's an issue that causes concern to the regulator, you have a reasonable opportunity to cure the problem. In this instance, as your question has as its premise, this was a very distant relationship between ourselves and in -- minority path and equity owner of an entity from whom we were simply licensing a trademark. And we offered a variety of cures to this problem, and the Gaming Commission was unwilling to take any of them as a remedy, which was, in my view, quite extraordinary.

Understood. I guess just the last follow-on is, do you have any update on what you plan to do with the brand at this point? Or is that in the works?

With the Caesars brand in Baltimore [indiscernible]?

I'm sorry, sorry, sorry. For the brand of the Bill's remodel.

[indiscernible] with Bill's. No, we're working on what we want to do as a brand for that hotel. Most of the materials to reconstruct it have been ordered, so we know what the building is going to look like, what the -- how the hotel rooms are designed. And we'll sort out, with the help of our Chief Marketing Officer, how we want to brand it.

The next question comes from Susan Berliner with JPMorgan. Susan Berliner - JP Morgan Chase & Co, Research Division: I was wondering if I could start first with -- I'm just trying to make sure I'm comparing apples-to-apples with regard to the OpCo Vegas. I'm assuming that it included the Octavius/Linq lease? And also, just wondering if OpCo got the compensation for the Linq in the third quarter?

So yes, it did include the lease, and it did not get the compensation in the third quarter. Susan Berliner - JP Morgan Chase & Co, Research Division: So, Eric, can you just follow-up, I guess, with the compensation for the Linq? Is that still going to be the -- I think it was $69 million of bonds. Or is there any change there with regards to the compensation?

No. There was no change. It was, as you referred to, the combination of the bonds and the cash. Susan Berliner - JP Morgan Chase & Co, Research Division: Okay, right. Okay. And then I guess just the news that just hit with regards to selling the Claridge hotel tower. If you can give any color on that, as well as any other topics with regards to potential asset sales, how you're viewing the market now?

Yes, sure. I'll talk about it briefly and then Gary can jump in on other potential sales. But the Claridge, it was a good opportunity for both us and the buyer. We've had that property next to Bally's for a while. The buyer had a vision and wanted to come in and redo a number of the rooms, redo the lobby and invest capital in the property and remove the gaming, as we'd done about a year ago. So from our standpoint, it's good for the city, it's good for our properties because they'll drive customers to the hotel. And we thought it was a good transaction to undertake. The Claridge has never been an integral part of our Atlantic City strategy, so we thought it was an opportune time to divest the property to somebody who wanted to modify and invest more capital in it.

So I don't think our posture on divestitures has changed. There are a few properties that we've been willing to entertain interest in. In some cases, it's worked out like the sale to Penn of the St. Louis property or in this instance, the hotel. In general, the interest is higher in markets where we have multiple properties, but I don't think our posture on that has changed much. We remain receptive to inquiries. Susan Berliner - JP Morgan Chase & Co, Research Division: Great. My last question was just on, I guess, online gaming. If you can provide any additional commentary, either on Nevada, what you see going forward in New Jersey? And is this -- if there's any chatter out there on California?

Well, we're very pleased with the performance of the business in Nevada. Thus far, it's early on, it's a small market. But you can check a variety of sources and get indications of how our business is fairing against the incumbents, and I think you'll agree that it's off to a good start. We anticipate that New Jersey is ready to go on the 26th of November, as we suggested in our remarks, and so we're ready to go at that time. As far as California is concerned, I think tribal leadership across the major tribes in California has called us around a view that this is something they want to support. So I'm generally optimistic that they'll find their way there. I think the governor is very supportive, so it's always been a question of -- and of course, he has a lot of influence over both houses of the legislature. So I think in the event we get the tribal leadership to the right place, we'll see something favorable in California.

Your next question comes from David Farber with Credit Suisse.

Gary, I had a -- just a couple follow ups on Boston, I just like to get your thoughts. Given the recent Commission decisions, how do you think other gaming commissions or authorities might look at Caesars licenses away from Boston? Is there any takeaway there or anything to think about on a go-forward basis, especially given Growth Venture Partners? Any thoughts there? And then a couple of follow-ups.

No. Look, Caesars is under regulatory scrutiny every minute by jurisdictions all the time. So we're being relicensed and reevaluated. Our executives are being found suitable again constantly. And I really believe the lesson in the Massachusetts decision will be that this standard is not a productive one. I don't believe that -- the way in which that decision was considered or reasoned, will be something that a lot of other jurisdictions will decide makes sense for them. So I -- while I believe we have a responsibility to carefully and responsibly take our regulators through our own thinking on this and our own process, as well as whatever the Massachusetts investigators considered, I don't believe that it bodes poorly for anything that either we or CGP will do. I mean, our partners choose us for this because we had a pristine regulatory reputation, and I don't believe that this experience will act as a mark on that.

Okay, that's helpful. I appreciate your thoughts there. Just a housekeeping item, just giving you guys [indiscernible] hold in the quarter in your prepared remarks. Any way you can sort of help us normalize between CEOC and CERP, just given the entities? Do you have that offhand potentially?

Yes. Las Vegas is mostly CEOC at Caesars Palace. Atlantic City is mainly at Harrah's.

That was the voice of Jacqueline Beato.

I recognize that voice.

Often confused with Donald Colvin. Not at this instance.

And just lastly -- actually to the -- after the close, there was, I guess, just a press release describing the over-allotment from the sponsors. I just wanted to understand it, is the takeaway that Caesars will just own a slightly lesser percentage than they did before, given the sponsors are ponying up another -- what looks like $50 million each?

Well, they're just seeking the ability to take any position that other subscription rivals has failed to execute. The total number of shares available to people other than Caesars is constrained if you own [ph] more than 43% of the total. So at a minimum, CZR will own 57% of Caesars' acquisition. It's just a matter of who owns the other 43%.

Yes. This is just like any other shareholder indicating their interest to own stock. It's just they're such a large shareholder and they indicated that to us that we thought we'd disclose it.

Great, okay. Then lastly, either for Gary or whoever wants to answer, just -- obviously seeing some nice improvements in Las Vegas. The regional trends, I guess, are telling a slightly different story. I was just -- given at this point what's 9 months to the year, curious what to hear -- how you guys think about what's driving performance in some of the regional markets because they seem to continue to be softer. And I'm just curious what you think is driving that. And then that's it for me.

Well, I'll offer a thought, and my colleagues may modify it. Remember, in Vegas, a lot of the benefit we're experiencing is outside the casino. And of course, Vegas has dramatically more to offer outside the casino than do most of the regional markets. So that's a big advantage here. In the regional markets, you notice our trip counts are off, and our spend per trip is either steady or improving. I think, generally, in retail experiences across the country, people are not as active as they've been in prior years, and that's a troubling trend for lots of retail operations, including destination entertainment such as ours. I think until the economy improves and people feel a higher degree of confidence in their circumstances, we may see less-than-robust trends on visitation and perhaps continuing improvement in spend. What Tariq, my CMO colleague, and I are working very hard on is providing enough value for the experience as a -- that we solicit our guests to consider that they make more trips, that they find more unique and particularly inviting things to do in our places, and that stimulates better trip growth.

I think it's also fair to add that we are not expecting any sharp return from there, but we'll welcome it. And as we manage our business, we are driving improved performance through a series of initiatives that I mentioned and also privileging investments in the hospitality area here, particularly in Vegas. And a lot of the benefits from these you will see in the first half of next year, as Gary mentioned. We have suffered a lot from the disruption of construction, and that headwind will become a tailwind. So despite the weak regional gaming markets, we're still very excited about our opportunities to improve our financial performance on a go-forward basis.

The next question comes from Shaun Kelley with Bank of America Merrill Lynch.

Maybe just to stick with the operating environment question for a moment, Gary, I think in the prepared remarks you mentioned that Vegas was looking like up high single digit, at least on the hotel side for next year? But could you drill down on that comment a little bit, just in terms of -- is that -- are you talking bookings or kind of revenue/RevPAR? Is that cash or total? And is that for the full year or just for first quarter? And I can repeat that if you can't remember it all.

No. I think you just tried to dimensionalize the algebra of the question, but thank you. We're talking about the group business. Our forward-looking statement was about the group business. We do see a robust 2014. Our specific statement about comparables was limited to the first quarter, where we said it was the best specific quarter for that business we've seen since the financial crisis, and that is reflected both in occupancy and rate. Now as you know, we build the booking structure on top of the group peaks. So with stronger group occupancy and rate comes stronger FIT rate, less dependence on low-level casino guests. And the whole structure works favorably from that basis.

Great. And then my second question would just be switching gears back to CGP and CIE. Just curious, there weren't any kind of additional or subsequent metrics as it relates to CIE in this release. But just curious, will that be provided to us at a future date or, I guess, with an update on the filing in terms of how that business is performing through 9/30? Obviously, I think we can back into -- try and back into a piece of it through your other -- sort of your other line item? But if you could just give us a little color on that.

Yes, Shaun. This is Eric. Since we're in registration, we're limited on exactly what we can discuss, so there's not a lot of additional information provided here. We will be providing financial statements in the future about that entity in particular once the transaction is complete.

Great. And then maybe just one more on the overall structure but -- for the -- one of the few non-debt guys on the call. If you could just give us -- give me a sense of where -- the $360 million that's going to come in or going to be paid out of CGP back to the company, is that going to come into the parent? Or does that go straight into CEOC? And just what's the general thought or intention behind the use of that cash?

Yes. The cash comes into the subsidiaries of CEOC where it -- where the assets were held, so it would be the Planet Hollywood unrestricted subsidiary and Baltimore. We haven't determined the use of those particular proceeds yet.

Great. And last one would just be, and I don't know if it's possible to give, but just a general sense on a pro forma cash interest expense number after the -- all the transactions that take place on a kind of a quarterly or an annual run-rate basis, after -- particularly after the CMBS refi would be helpful.

Yes. We're not able to provide that on the call today, Shaun, because of the question of the use of the cash and a few other items that haven't been necessarily disclosed in the statements. But once we got all the statements out for the 3 entities, then we'll be able to provide that to you.

The next question comes from Anthony Powell with Barclays.

Given some of the weak trends we've seen in the regional markets, what are you envisioning for the use of proceeds at CGP after these [indiscernible] Baltimore being one of the new launches. Are you planning on pursuing more growth opportunities in the U.S.? Or are you looking abroad?

Well, I think we'll look at both. I hate to give a sort of trivial answer, but the money will go where we think the perceived returns are highest. So to the degree there are international markets, remember that CIE's growth has included some acquisitive activity, and I'm sure that people would be excited about supporting that effort, although the amounts are generally rather small. But it can go to helping activities here in Las Vegas. And if we found new major urban markets like we did in Baltimore that were opening up, those would be attractive uses as well.

Just want to follow-up on the... I'm sorry...

[indiscernible] that will be the decision of the CAC board, which is -- upon which I do not serve and we do not have but a small amount of overlap between the CZR board and the CAC board.

Understood. And one follow-up on the bad debt charge reversal in Las Vegas. How should we think about that next year? Was there kind of a better collection, the trend that kind of drilled a formula? Or was there something else that we shouldn't repeat as we look at the model for '14 and beyond?

No. Just that we'll redo an aging of the debt. And based upon a risk assessment of the aging in the collections, then we adjust the accrual appropriately. So I think you shouldn't see that as being in any way indicative of a new pattern. So I think just business as usual, bad debt depends on the help of some of our major customers. And it goes up and it goes down.

The next question comes from Kelly Knybel with Deutsche Bank.

I was just wondering, I know you guys talked a little bit about 2014 in Vegas, and kind of what you guys are kind of expecting as far as organic growth, growth in the market versus how much your growth projects are going to add to the top line next year? And if you could kind of share your views on that?

I think -- I'd say it is a -- we are confident that we are not waiting for the economy to bail us out, and we are driving our own destiny. And I think if you were to parse it with the different things, we still anticipate that the regional gaming market next year will be challenged. We see the Vegas gaming market kind of flat-ish, I'd say, and the hospitality in Vegas are strong positive. And then you add on to that all the investments and the return we'll get from these investments being a big strong positive. So we see certainly our business improving next year as a result of the positive operating improvements we get from harvesting our investments, particularly in the Vegas market. But we don't believe there is going to be a snapback in the challenged regional markets next year.

The next question comes from Rich Hightower with ISI Group.

Just one follow-up on the Las Vegas group question that has been asked a couple of times. But just a point of clarification, is the high-single digit growth number, does that apply to the first quarter, the first half or the full year? I didn't quite catch that.

Full year.

Full year. Okay. So I think the same -- roughly the same comment was made last quarter, mentioning high single digit growth. Just curious as to what incremental change has occurred since then in terms of bookings?

I don't know that anything all that substantially has changed other than that the realization of bookings has continued to be at the pace we anticipated as the window [indiscernible] a bit.

Okay. And then my second question is also related to Vegas, but it concerns the second half of the infamous 8-K filed a couple of weeks ago. But just on the topic of anti-money laundering investigations and everything that's been announced, I mean, what do you guys think the government is looking for in terms of enhanced screening and background checks and verification of sources of funds and so on? Sorry, I don't know if you guys caught that.

Well, we don't really know. The government comes in and asks for very specific things. We cooperate fully, but they don't give us a very elaborate description of what it is that's motivating their interests. So until we know more, it's very hard to say. You know that one of our competitors settled a civil issue on this matter a few weeks ago, and whether or not this inquiry is related to that or not, none of us know.

The last question comes from Dennis Farrell with Wells Fargo.

I was wondering if you could just break out the pro forma EBITDA for CEOC post the spin out of CGP? And then also maybe address the desire to potentially participate in a sale-leaseback transaction with any gaming REITs out there.

So when you asked that question, my friend, Jacqueline Beato, was shaking her head aggressively negatively. So I think that means we're not going to break out pro forma use on the way you proposed. Although perhaps if you called my colleagues, you might be able to persuade them differently. At least at the moment, I don't think we're in a position to break that out for you. In terms of sale-leaseback to REITs, yes, we would. That is something we would contemplate if the circumstances were appropriate, recognizing the complexity of our capital structure as it is. You have to remember that those are not trivial undertakings for us. But if we found the right conditions that would support such a decision, we'd certainly consider it.

And just one thing, Dennis. If you look at the adjusted EBITDA calculation in the back for the debt covenant, it already backs out Planet Hollywood and Baltimore as an unrestricted portion. So when you look at the covenant EBITDA, it's not in there anyway.

I just was wondering if you could follow-up on Korea? I saw that there was a potential chance that you might try to rebid for that?

Yes. We're taking a look at whether it makes sense for us to take another swing at our proposal in Incheon. I don't know yet how we'll -- what call we'll make on that, but we are giving it some thought. And just returning to your earlier question, these decisions about financing and management are separable, and one is always looking for the lowest cost of capital to finance either a new or an ongoing project. And certainly, we are generally not the providers of low-cost capital despite Mr. Hession's efforts. So REITs typically are low-cost providers. And so where there are instances where you can arbitrage that, give someone a stable rent stream and they can capitalize it very successfully and we can operate it successfully, that's a happy marriage. So we'll look for opportunities like that if ones come along that fit our set of obligations. Operator, we're going to thank everyone for their participation on our call today, and that will conclude our third quarter earnings call. Thank you.