CAESARS ENTERTAINMENT OPERATING COMPANY, INC.
One Caesars Palace Drive
Las Vegas, Nevada 89109
August 11, 2017
VIA EDGAR Submission
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
| Attention: | Rahul Patel |
Office of Real Estate and Commodities
| Re: | Withdrawal Request |
Caesars Entertainment Operating Company, Inc. and Co-Applicants
Application for Qualification of Indenture on Form T-3
With respect to 8.50% Second-Priority Senior Secured Notes due 2024
Filed on July 8, 2016
File No. 022-29024
Dear Mr. Patel,
On July 8, 2016, Caesars Entertainment Operating Company, Inc., a Delaware corporation (the “Company”), and the Co-Applicants listed therein, filed with the Securities and Exchange Commission (the “Commission”), an Application for Qualification of Indenture on Form T-3 (File No. 022-29024) (the “Application”) under the Trust Indenture Act of 1939, as amended (the “TIA”).
In accordance with Section 307(a) of the TIA, the Company and the Co-Applicants hereby request withdrawal of the Application, including all exhibits thereto, immediately or as soon as practicable after the date hereof. The Company and the Co-Applicants are withdrawing the Application as the Company does not intend to pursue the contemplated offering of securities under an indenture required to be qualified under the TIA or otherwise. The Company and Co-Applicants confirm that no securities have been or will be distributed, issued or sold pursuant to the Application and that the Application has not been declared effective by the Commission.
If you have any questions regarding this matter, please contact Carol Anne Huff or Ana Sempertegui of Kirkland & Ellis LLP at (312) 862-2163 or (312) 862-2312, respectively.
| Very truly yours, |
/s/ John Payne |
| John Payne |
| President and Chief Executive Officer |
| cc: | Carol Anne Huff |
Ana Sempertegui
Kirkland & Ellis LLP
