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Assets Held for Sale
 9 Months Ended
Sep. 30, 2022
Discontinued Operations and Disposal Groups [Abstract]  
Assets Held for Sale Assets Held for Sale
The Company periodically divests assets to raise capital or, in previous cases, to comply with conditions, terms, obligations or restrictions imposed by antitrust, gaming and other regulatory entities. The carrying value of the net assets 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 - Sold
Baton Rouge, MontBleu and Evansville Divestitures
On May 5, 2022, the Company consummated the sale of the equity interests of Belle of Baton Rouge Casino & Hotel (“Baton Rouge”) to CQ Holding Company, Inc., subject to a customary working capital adjustment, resulting in a loss of $3 million. Baton Rouge was within the Regional segment.
On April 6, 2021, the Company consummated the sale of the equity interests of MontBleu Casino Resort & Spa (“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 Company received the payment in full on April 5, 2022. MontBleu was within the Regional segment.
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 (formerly Twin River Worldwide Holdings, Inc.), respectively, for $480 million, subject to a customary working capital adjustment, resulting in a gain of $12 million. Evansville was within the Regional segment.
The following information presents the net revenues and net income (loss) of previously held for sale properties, which were recently sold:
Baton Rouge
(In millions)Three Months Ended September 30, 2022Nine Months Ended September 30, 2022
Net revenues$— $6 
Net loss— (1)
Three Months Ended September 30, 2021Nine Months Ended September 30, 2021
(In millions)Baton RougeMontBleuEvansvilleBaton RougeMontBleuEvansville
Net revenues$4 $— $— $13 $11 $58 
Net income (loss)(2)— — (3)4 26 
The assets and liabilities held for sale were as follows as of December 31, 2021:
Baton Rouge
(In millions)December 31, 2021
Assets:
Cash$3 
Property and equipment, net2 
Other assets, net1 
Assets held for sale$6 
Liabilities:
Current liabilities$3 
Other long-term liabilities1 
Liabilities related to assets held for sale$4 
Held for sale - Discontinued operations
On the closing date of the Merger, Harrah’s Louisiana Downs, Caesars Southern Indiana and Caesars UK Group, which includes Emerald Resorts & Casino met held for sale criteria. The operations of these properties, until their respective date of divestiture, have been presented within discontinued operations. Additionally, 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 these reporting units were classified as held for sale with operations presented within discontinued operations. See Note 1 and Note 2.
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 proceeds were split between the Company and VICI. The annual base rent payments under the Regional Master Lease between Caesars and VICI remained 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 under the Regional Master Lease were reduced by $33 million. Additionally, the Company and EBCI entered into a 10-year brand license agreement for the continued use of the Caesars brand and Caesars Rewards loyalty program at Caesars Southern Indiana. The agreement contains cancellation rights in exchange for a termination fee at the buyer’s discretion following the fifth anniversary of the agreement.
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 recorded an impairment of $14 million within discontinued operations.
The following information presents the net revenues and net income (loss) for the Company’s properties that are part of discontinued operations for the three and nine months ended September 30, 2022 and 2021:
William Hill International
(In millions)Three Months Ended September 30, 2022Nine Months Ended September 30, 2022
Net revenues$— $820 
Net loss— (448)
Three Months Ended September 30, 2021Nine Months Ended September 30, 2021
(In millions)Harrah’s Louisiana DownsCaesars UK GroupCaesars Southern IndianaWilliam Hill InternationalHarrah’s Louisiana DownsCaesars UK GroupCaesars Southern IndianaWilliam Hill International
Net revenues$13 $— $41 $454 $42 $30 $155 $797 
Net income (loss)3 (1)18 (39)12 (30)27 (41)
Not included in table above are assets and liabilities held for sale of $3.8 billion and $2.7 billion, respectively, as of December 31, 2021, related to William Hill International that were divested on July 1, 2022. Liabilities held for sale as of December 31, 2021 includes $617 million of debt related to the Bridge Credit Agreement, which was repaid upon the sale of William Hill International on July 1, 2022, as described in Note 1. The Bridge Credit Agreement included 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 were guaranteed by the Bridge Facility Borrower and its material wholly-owned subsidiaries (subject to exceptions), and were 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, $850 million of debt was held for sale related to two trust deeds assumed in the William Hill Acquisition. One trust deed related to £350 million aggregate principal amount of 4.750% Senior Notes due 2026, and the other trust deed related to £350 million aggregate principal amount of 4.875% Senior Notes due 2023. Each of the trust deeds contained 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 expired on July 26, 2021, and approximately £1 million of debt was repurchased. No financial covenants were noted related to the two trust deeds assumed in the William Hill Acquisition. The two trust deeds were included within liabilities held for sale, which were disposed of on July 1, 2022 with the completion of the sale of William Hill International.