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Assets and Liabilities Held for Sale | 12 Months Ended
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Dec. 31, 2021
Discontinued Operations and Disposal Groups [Abstract] |
Assets and Liabilities Held for Sale | Assets and Liabilities Held for SaleThe Company periodically divests assets that it does not consider core to its business to raise capital or, in some cases, to comply with conditions, terms, obligations or restrictions imposed by antitrust, gaming and other regulatory entities. The carrying value of assets that meet the criteria for asset held for sale are compared to the expected selling price and any expected losses are recorded immediately. Gains or losses associated with the disposal of assets held for sale are recorded within other operating costs, unless the assets represent a discontinued operation. Held for sale - Continuing operations Baton Rouge On December 1, 2020, the Company entered into a definitive agreement to sell the operations of Belle of Baton Rouge Casino & Hotel (“Baton Rouge”) to CQ Holding Company, Inc. As a result, an impairment charge totaling $50 million was recorded during the year ended December 31, 2020 due to the carrying value exceeding the estimated net sales proceeds. The transaction has received regulatory approvals and is expected to close in the first quarter of 2022, subject to other customary closing conditions. Baton Rouge met the requirements for presentation as assets held for sale as of December 31, 2021. The assets and liabilities held for sale within continuing operations, accounted for at carrying value unless fair value is lower, were as follows as of December 31, 2021 and 2020:
| Baton Rouge
(In millions) | December 31, 2021 |  | December 31, 2020
Assets: |  |  |
Cash | $ | 3 |  |  | $ | 2 |
Property and equipment, net | 2 |  |  | 2 |
Other assets, net | 1 |  |  | 1 |
Assets held for sale | $ | 6 |  |  | $ | 5 |
Liabilities: |  |  |
Current liabilities | $ | 3 |  |  | $ | 2 |
Other long-term liabilities | 1 |  |  | 1 |
Liabilities related to assets held for sale | $ | 4 |  |  | $ | 3 |
The following information presents the net revenues and net loss of our held for sale property, with operations included in continuing operations, that has not been sold:
| Baton Rouge
| Years Ended December 31,
(In millions) | 2021 |  | 2020
Net revenues | $ | 17 |  |  | $ | 15 |
Net loss | (2) |  |  | (70) |
Held for sale - Sold Presque, Nemacolin, Mountaineer, Caruthersville, Cape Girardeau, Kansas City, Vicksburg, Shreveport, MontBleu, and Evansville Divestitures The sale of Presque Isle Downs & Casino (“Presque”) closed on January 11, 2019 resulting in a gain on sale of $22 million, net of final working capital adjustments, for the year ended December 31, 2019. The sale of Lady Luck Casino Nemacolin (“Nemacolin”) closed on March 8, 2019 resulting in a gain of less than $1 million on the sale, net of final working capital adjustments, for the year ended December 31, 2019. The sales of Mountaineer Casino, Racetrack and Resort (“Mountaineer”), Lady Luck Casino Caruthersville (“Caruthersville”) and Isle Casino Cape Girardeau (“Cape Girardeau”) were consummated on December 6, 2019, resulting in a gain of $29 million for the year ended December 31, 2019. On July 1, 2020, the Company consummated the sale of the equity interests of the entities that hold Lady Luck Casino Vicksburg (“Vicksburg”) and Isle of Capri Kansas City (“Kansas City”) to Bally’s Corporation (formerly Twin River Worldwide Holdings, Inc.) for $230 million resulting in a gain of $8 million. On December 23, 2020, the Company consummated the sale of Eldorado Shreveport (“Shreveport”) to Bally's Corporation for $140 million resulting in a gain of $29 million. On April 24, 2020, the Company entered into a definitive agreement to sell the equity interests of MontBleu Casino Resort & Spa (“MontBleu”) to Bally’s Corporation. As a result, an impairment charge totaling $45 million was recorded during the year ended December 31, 2020 due to the carrying value exceeding the estimated net sales proceeds. On April 6, 2021, the Company consummated the sale of the equity interests of MontBleu to Bally’s Corporation for $15 million, subject to a customary working capital adjustment, resulting in a gain of less than $1 million. The purchase price for MontBleu is due no later than the first anniversary of the consummation of the transaction. On June 3, 2021, the Company consummated the sale of the real property and equity interests of Tropicana Evansville (“Evansville”) to Gaming and Leisure Properties, Inc. (“GLPI”) and Bally’s Corporation, respectively, for $480 million, subject to a customary working capital adjustment, resulting in a gain of $12 million. Prior to their respective closing dates, Presque, Nemacolin, Mountaineer, Caruthersville, Cape Girardeau, Kansas City, Vicksburg, Shreveport, MontBleu, and Evansville met the requirements for presentation as assets held for sale. However, they did not meet the requirements for presentation as discontinued operations. All properties were previously reported in the Regional segment. The following information presents the net revenues and net income (loss) of previously held for sale properties, which were recently sold:
|  |  |  |  |  |  | Year Ended December 31, 2021
(In millions) |  |  |  |  |  |  | Evansville |  | MontBleu
Net revenues |  |  |  |  |  |  | $ | 58 |  |  | $ | 11 |
Net income |  |  |  |  |  |  | 26 |  |  | 4 |
|  |  |  |  | Year Ended December 31, 2020
(In millions) |  |  |  |  | Kansas City |  | Vicksburg |  | Shreveport |  | Evansville |  | MontBleu
Net revenues |  |  |  |  | $ | 18 |  |  | $ | 7 |  |  | $ | 68 |  |  | $ | 98 |  |  | $ | 31 |
Net income (loss) |  |  |  |  | 3 |  |  | (1) |  |  | 12 |  |  | (5) |  |  | (42) |
| Year Ended December 31, 2019
(In millions) | Presque |  | Nemacolin |  | Mountaineer |  | Cape Girardeau |  | Caruthersville |  | Kansas City |  | Vicksburg
Net revenues | $ | 3 |  |  | $ | 5 |  |  | $ | 118 |  |  | $ | 54 |  |  | $ | 33 |  |  | $ | 63 |  |  | $ | 21 |
Net income (loss) | — |  |  | (1) |  |  | 11 |  |  | 8 |  |  | 5 |  |  | 11 |  |  | (1) |
The assets and liabilities held for sale were as follows as of December 31, 2020:
| December 31, 2020
(In millions) | Evansville |  | MontBleu |  |
Assets: |  |  |  |  |
Cash | $ | 7 |  |  | $ | 3 |  |  |
Property and equipment, net | 302 |  |  | 37 |  |  |
Goodwill | 9 |  |  | — |  |  |
Gaming licenses and other intangibles, net | 138 |  |  | — |  |  |
Other assets, net | 49 |  |  | 32 |  |  |
Assets held for sale | $ | 505 |  |  | $ | 72 |  |  |
Liabilities: |  |  |  |  |
Other liabilities | $ | 12 |  |  | $ | 8 |  |  |
Long-term lease obligation | 24 |  |  | 63 |  |  |
Liabilities related to assets held for sale | $ | 36 |  |  | $ | 71 |  |  |
Held for sale - Discontinued operations On the closing date of the Merger, Harrah’s Louisiana Downs, Caesars UK group, which includes Emerald Resorts & Casino, and Caesars Southern Indiana met held for sale criteria. The operations of these properties are presented within discontinued operations. On September 3, 2020, the Company and VICI Properties L.P., a Delaware limited partnership (“VICI”) entered into an agreement to sell the equity interests of Harrah’s Louisiana Downs to Rubico Acquisition Corp. for $22 million, subject to a customary working capital adjustment. On November 1, 2021, the sale of Harrah’s Louisiana Downs was completed and the proceeds were split between the Company and VICI. The annual base rent payments under the Regional lease between Caesars and VICI remain unchanged. On December 24, 2020, the Company entered into an agreement to sell the equity interests of Caesars Southern Indiana to the Eastern Band of Cherokee Indians (“EBCI”) for $250 million, subject to customary purchase price adjustments. On September 3, 2021, the Company completed the sale of Caesars Southern Indiana, resulting in a gain of $12 million. In connection with this transaction, the Company’s annual base rent payments to VICI Properties under the Regional Master Lease were reduced by $33 million. Additionally, the Company and EBCI extended their existing relationship by entering into a 10-year brand license agreement, with cancellation rights in exchange for a termination fee at the buyer’s discretion following the fifth anniversary of the agreement, for the continued use of the Caesars brand and Caesars Rewards loyalty program at Caesars Southern Indiana. Caesars Southern Indiana was previously reported within the Regional segment and subsequent to the sale, as a result of the license agreement relating to the continued use of the Caesars brand and Caesars Rewards loyalty program at Caesars Southern Indiana, is reported within the Managed and Branded segment. On July 16, 2021, the Company completed the sale of Caesars UK Group, in which the buyer assumed all liabilities associated with the Caesars UK Group, and we recorded an impairment of $14 million within discontinued operations. At the time that the William Hill Acquisition was consummated, the Company’s intent was to divest William Hill International. Accordingly, the assets and liabilities of William Hill International are classified as held for sale with operations presented within discontinued operations. See Note 1 and Note 2. The following information presents the net revenues and net income (loss) for the Company’s properties that are part of discontinued operations for the year ended December 31, 2021:
| Year Ended December 31, 2021
(In millions) | Harrah’s Louisiana Downs |  | Caesars UK Group |  | Caesars Southern Indiana |  | William Hill International
Net revenues | $ | 48 |  |  | $ | 30 |  |  | $ | 155 |  |  | $ | 1,221 |
Net income (loss) | 10 |  |  | (30) |  |  | 27 |  |  | (18) |
The assets and liabilities held for sale as discontinued operations, accounted for at carrying value unless fair value was lower, were as follows as of December 31, 2020:
| December 31, 2020
(In millions) | Harrah’s Louisiana Downs |  | Caesars UK Group |  | Caesars Southern Indiana
Assets held for sale | $ | 25 |  |  | $ | 255 |  |  | $ | 589 |
Liabilities related to assets held for sale (a) | 12 |  |  | 193 |  |  | 345 |
____________________ (a)We have included $5 million and $331 million of deferred finance obligations as held for sale liabilities for and Harrah’s Louisiana Downs and Caesars Southern Indiana, respectively, which represent the estimated liability derecognized upon completion of the divestitures. Not included in the above table are assets and liabilities held for sale of $3.8 billion and $2.7 billion, respectively, related to William Hill International. Liabilities held for sale include $617 million of debt related to the asset sale bridge facility and the revolving credit facility, which are expected to be repaid upon the sale of William Hill International, as described in Note 1. The Bridge Credit Agreement includes a financial covenant requiring the Bridge Facility Borrower to maintain a maximum total net leverage ratio of 10.50 to 1.00. The borrowings under the Bridge Credit Agreement are guaranteed by the Bridge Facility Borrower and its material wholly-owned subsidiaries (subject to exceptions), and are secured by a pledge of substantially all of the existing and future property and assets of the Bridge Facility Borrower and the guarantors (subject to exceptions). In addition, $943 million of debt is held for sale related to two trust deeds assumed in the William Hill Acquisition. One trust deed relates to £350 million aggregate principal amount of 4.750% Senior Notes due 2026, and the other trust deed relates to £350 million aggregate principal amount of 4.875% Senior Notes due 2023. Each of the trust deeds contain a put option due to a change in control which allowed noteholders to require the Company to purchase the notes at 101% of the principal amount with interest accrued. The put period with respect to the William Hill Acquisition expired on July 26, 2021, and approximately £1 million of debt was repurchased. As of December 31, 2021, the Company was in compliance with the financial covenant related to the Bridge Credit Agreement and no financial covenants were noted related to the two trust deeds assumed in the William Hill Acquisition.

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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -URI http://asc.fasb.org/topic&trid=2155823 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 + Details
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