XML 56 R30.htm IDEA: XBRL DOCUMENT
v3.22.0.1

Acquisitions, Purchase Price Accounting and Pro forma Information (Tables) | 12 Months Ended
--- | ---
Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract] |
Schedule of Purchase Consideration Calculation |
(In millions) | Consideration
Cash for outstanding William Hill common stock | $ | 3,909 |
Fair value of William Hill equity awards | 30 |
Settlement of preexisting relationships (net of receivable/payable) | 7 |
Settlement of preexisting relationships (net of previously held equity investment and off-market settlement) | (34) |
Total purchase consideration | $ | 3,912 |
(In millions) | Consideration
Cash for additional ownership interest | $ | 55 |
Preexisting relationships (net of receivable/payable) | 18 |
Preexisting relationships (net of previously held equity investment) | 81 |
Total purchase consideration | $ | 154 |
The total purchase consideration for Former Caesars was $10.9 billion. The estimated purchase consideration in the acquisition was determined with reference to its acquisition date fair value.
(In millions) | Consideration
Cash consideration paid | $ | 6,090 |
Shares issued to Former Caesars shareholders (a) | 2,381 |
Cash paid to retire Former Caesars debt | 2,356 |
Other consideration paid | 48 |
Total purchase consideration | $ | 10,875 |
____________________ (a)Former Caesars common stock was converted into the right to receive approximately 0.3085 shares of the Company’s Common Stock, with a value equal to approximately $12.41 in cash (based on the volume weighted average price per share of the Company’s Common Stock for the ten trading days ending on July 16, 2020).
Summary of Purchase Consideration to Identifiable Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary allocation of the purchase consideration to the identifiable assets acquired and liabilities assumed of William Hill, with the excess recorded as goodwill as of December 31, 2021:
(In millions) | Fair Value
Other current assets | $ | 164 |
Assets held for sale | 4,337 |
Property and equipment, net | 55 |
Goodwill | 1,148 |
Intangible assets (a) | 565 |
Other noncurrent assets | 317 |
Total assets | $ | 6,586 |
Other current liabilities | $ | 242 |
Liabilities related to assets held for sale (b) | 2,142 |
Deferred income taxes | 245 |
Other noncurrent liabilities | 35 |
Total liabilities | 2,664 |
Noncontrolling interests | 10 |
Net assets acquired | $ | 3,912 |
____________________ (a)Intangible assets consist of gaming rights valued at $80 million, trademarks valued at $27 million, developed technology valued at $110 million, reacquired rights valued at $280 million and customer relationships valued at $68 million. (b)Includes debt of $1.1 billion related to William Hill International at the acquisition date. The following table summarizes the preliminary allocation of the purchase consideration to the identifiable assets and liabilities of Horseshoe Baltimore, with any potential excess recorded as goodwill as of December 31, 2021:
(In millions) | Fair Value
Current assets | $ | 60 |
Property and equipment, net | 317 |
Goodwill | 63 |
Intangible assets (a) | 53 |
Other noncurrent assets | 183 |
Total assets | $ | 676 |
Current liabilities | $ | 26 |
Long-term debt | 272 |
Other long-term liabilities | 182 |
Total liabilities | 480 |
Noncontrolling interests | 42 |
Net assets acquired | $ | 154 |
____________________ (a)Intangible assets consist of gaming rights valued at $43 million and customer relationships valued at $10 million. The following table summarizes the allocation of the purchase consideration to the identifiable assets acquired and liabilities assumed of Former Caesars, with the excess recorded as goodwill as of December 31, 2021:
(In millions) | Fair Value |  |
Current and other assets | $ | 3,540 |  |  |
Property and equipment | 13,096 |  |  |
Goodwill | 9,064 |  |  |
Intangible assets (a) | 3,394 |  |  |
Other noncurrent assets | 710 |  |  |
Total assets | $ | 29,804 |  |  |
Current liabilities | $ | 1,771 |  |  |
Financing obligation | 8,149 |  |  |
Long-term debt | 6,591 |  |  |
Noncurrent liabilities | 2,400 |  |  |
Total liabilities | 18,911 |  |  |
Noncontrolling interests | 18 |  |  |
Net assets acquired | $ | 10,875 |  |  |
____________________ (a)Intangible assets consist of gaming rights valued at $396 million, trade names valued at $2.1 billion, the Caesars Rewards programs valued at $523 million and customer relationships valued at $425 million.
Schedule of Unaudited Pro Forma Information | The unaudited pro forma financial information does not include the operations of William Hill International as such operations were expected to be divested upon the acquisition date.
| Years Ended December 31,
(In millions) | 2021 |  | 2020
Net revenues | $ | 9,696 |  |  | $ | 3,834 |
Net loss | (893) |  |  | (1,991) |
Net loss attributable to Caesars | (896) |  |  | (1,989) |
The unaudited pro forma financial information is not necessarily indicative of the financial results that would have occurred had the consolidation of Horseshoe Baltimore occurred as of the dates indicated, nor is it indicative of any future results. In addition, the unaudited pro forma financial information does not reflect the expected realization of any synergies or cost savings associated with the consolidation.
| Years Ended December 31,
(In millions) | 2021 |  | 2020
Net revenues | $ | 9,693 |  |  | $ | 3,764 |
Net loss | (1,049) |  |  | (1,784) |
Net loss attributable to Caesars | (1,056) |  |  | (1,778) |
The unaudited pro forma financial information is not necessarily indicative of what the consolidated results of operations of the combined company were, nor does it reflect the expected realization of any synergies or cost savings associated with the acquisition.
| Years Ended December 31, |  |
(In millions) | 2020 |  | 2019 |  |
Net revenues | $ | 5,926 |  |  | $ | 10,534 |  |  |
Net loss | (2,738) |  |  | (1,069) |  |  |
Net loss attributable to Caesars | (2,670) |  |  | (1,065) |  |  |
Financing Receivable, Allowance for Credit Loss | A reconciliation of the difference between the purchase price of financial assets, including acquired markers, and the face value of the assets is as follows:
Purchase price of financial assets | $ | 95 |
Allowance for credit losses at the acquisition date based on the acquirer’s assessment | 89 |
Discount attributable to other factors | 2 |
Face value of financial assets | $ | 186 |

X
- Definition Tabular disclosure of allowance for credit loss on financing receivable. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section 50 -Paragraph 11B -URI http://asc.fasb.org/extlink&oid=123577603&loc=SL6953423-111524 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 326 -SubTopic 20 -Section 50 -Paragraph 13 -URI http://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447 + Details
Name: | us-gaap_AllowanceForCreditLossesOnFinancingReceivablesTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(3) -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
Name: | us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
Name: | us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=123413009&loc=d3e4845-128472 + Details
Name: | us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration