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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 awards30 
Settlement of preexisting relationships (net of receivable/payable)
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 debt2,356 
Other consideration paid48 
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 sale4,337 
Property and equipment, net55 
Goodwill1,148 
Intangible assets (a)
565 
Other noncurrent assets317 
Total assets$6,586 
Other current liabilities$242 
Liabilities related to assets held for sale (b)
2,142 
Deferred income taxes245 
Other noncurrent liabilities35 
Total liabilities2,664 
Noncontrolling interests10 
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, net317 
Goodwill63 
Intangible assets (a)
53 
Other noncurrent assets183 
Total assets$676 
Current liabilities$26 
Long-term debt272 
Other long-term liabilities182 
Total liabilities480 
Noncontrolling interests42 
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 equipment13,096 
Goodwill9,064 
Intangible assets (a)
3,394 
Other noncurrent assets710 
Total assets$29,804 
Current liabilities$1,771 
Financing obligation8,149 
Long-term debt6,591 
Noncurrent liabilities2,400 
Total liabilities18,911 
Noncontrolling interests18 
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)20212020
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)20212020
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)20202019
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
Face value of financial assets$186