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Assets Held for Sale
 6 Months Ended
Jun. 30, 2021
Discontinued Operations and Disposal Groups [Abstract]  
Assets Held for Sale Assets Held for Sale
The 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 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 - Continuing operations
Baton Rouge
On December 1, 2020, the Company entered into a definitive agreement with CQ Holding Company, Inc. to sell the equity interests of Belle of Baton Rouge Casino & Hotel (“Baton Rouge”). The definitive agreement provides that the consummation of the sale is subject to satisfaction of customary conditions, including receipt of required regulatory approvals, and is expected to close in the third quarter of 2021. Baton Rouge met the requirements for presentation as assets held for sale as of June 30, 2021.
The assets and liabilities held for sale of continuing operations, accounted for at carrying value unless fair value is lower, were as follows as of June 30, 2021 and December 31, 2020:
Baton Rouge
(In millions)June 30, 2021December 31, 2020
Assets:
Cash$2 $2 
Property and equipment, net2 2 
Other assets, net1 1 
Assets held for sale$5 $5 
Liabilities:
Current liabilities$3 $2 
Other long-term liabilities1 1 
Liabilities related to assets held for sale$4 $3 
The following information presents the net revenues and net loss for the Company’s property considered continuing operations, that is held for sale:
Baton Rouge
Three Months Ended June 30,Six Months Ended June 30,
(In millions)2021202020212020
Net revenues$5 $2 $9 $8 
Net loss— (3)(1)(13)
Held for sale - Sold
Evansville, MontBleu, Eldorado Shreveport, Kansas City and Vicksburg Divestitures
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 approximately $12 million. Evansville 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 purchase price for MontBleu is due no later than the first anniversary of the consummation of the transaction.
As a result of the execution of the agreement to sell MontBleu, an impairment charge totaling $45 million was recorded during the six months ended June 30, 2020 due to the carrying value exceeding the estimated net sales proceeds. The impairment
charges resulted in a reduction to the carrying amounts of the right-of-use assets, property and equipment, and goodwill and other intangibles totaling $18 million, $23 million and $4 million, respectively. MontBleu was within the Regional segment.
Prior to their respective closing dates in 2020, Eldorado Shreveport, Isle of Capri Casino Kansas City (“Kansas City”), and Lady Luck Casino Vicksburg (“Vicksburg”) met the requirements for presentation as assets held for sale under GAAP. However, they did not meet the requirements for presentation as discontinued operations. All properties were previously reported in the Regional segment.
The following information presents the net revenues and net income (loss) of held for sale properties, which were recently sold, for the three and six months ended June 30, 2021 and 2020:
Three Months Ended June 30, 2021Six Months Ended June 30, 2021
(In millions)MontBleuEvansvilleMontBleuEvansville
Net revenues$— $27 $11 $58 
Net income— 13 4 26 
Three Months Ended June 30, 2020
(In millions)Eldorado ShreveportKansas CityVicksburgMontBleuEvansville
Net revenues$7 $4 $2 $3 $7 
Net income (loss)2 (1)(1)2 (9)
Six Months Ended June 30, 2020
(In millions)Eldorado ShreveportKansas CityVicksburgMontBleuEvansville
Net revenues$30 $18 $7 $12 $40 
Net income (loss)4 2 (1)(40)(8)
The assets and liabilities held for sale were as follows as of December 31, 2020:
December 31, 2020
(In millions)MontBleuEvansville
Assets:
Cash$3 $7 
Property and equipment, net37 302 
Goodwill— 9 
Gaming licenses and other intangibles, net— 138 
Other assets, net32 49 
Assets held for sale$72 $505 
Liabilities:
Current liabilities$8 $12 
Other long-term liabilities63 24 
Liabilities related to assets held for sale$71 $36 
Held for sale - Discontinued operations
In connection with the William Hill Acquisition, the Company intends 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.
As a result of the Merger, certain Former Caesars properties, including Harrah’s Louisiana Downs, Caesars Southern Indiana, and Caesars UK Group, which includes Emerald Resorts & Casino, met held for sale criteria as of the date of the closing of the Merger. The sales of these properties are classified as held for sale with operations presented within discontinued operations. 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 $31 million as of June 30, 2021 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, which proceeds will be split between the Company and VICI. The sale is subject to satisfaction of customary conditions, including receipt of required regulatory approvals, and is expected to close in the third quarter of 2021.
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. The sale is subject to satisfaction of customary conditions, including receipt of required regulatory approvals, and is expected to close in the third quarter of 2021.
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 six months ended June 30, 2021:
Three Months Ended June 30, 2021
(In millions)Harrah’s Louisiana DownsCaesars UKCaesars Southern IndianaWilliam Hill International
Net revenues$16 $20 $65 $343 
Net income (loss)5 (39)9 (2)
Six Months Ended June 30, 2021
(In millions)Harrah’s Louisiana DownsCaesars UKCaesars Southern IndianaWilliam Hill International
Net revenues$29 $30 $114 $343 
Net income (loss)9 (46)9 (2)
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 June 30, 2021 and December 31, 2020:
June 30, 2021
(In millions)Harrah’s Louisiana DownsCaesars UKCaesars Southern Indiana
Assets:
Cash$6 $25 $10 
Property and equipment, net10 75 416 
Goodwill3 3 136 
Gaming licenses and other intangibles, net5 29 23 
Other assets, net1 78 7 
Assets held for sale$25 $210 $592 
Liabilities:
Current liabilities$8 $72 $17 
Other long-term liabilities (a)
5 111 335 
Liabilities related to assets held for sale$13 $183 $352 
December 31, 2020
(In millions)Harrah’s Louisiana DownsCaesars UKCaesars Southern Indiana
Assets:
Cash$6 $32 $8 
Property and equipment, net11 75 418 
Goodwill3 3 136 
Gaming licenses and other intangibles, net5 28 23 
Other assets, net— 117 4 
Assets held for sale$25 $255 $589 
Liabilities:
Current liabilities$6 $73 $13 
Other long-term liabilities (a)
6 120 332 
Liabilities related to assets held for sale$12 $193 $345 
____________________
(a)We have included $340 million and $336 million of deferred finance obligation as of June 30, 2021 and December 31, 2020, respectively, as held for sale liabilities for Caesars Southern Indiana and Harrah’s Louisiana Downs, which represent our preliminary purchase price allocation of the liability which will be derecognized upon completion of those divestitures.
Not included in the above table are assets and liabilities held for sale of $3.4 billion and $2.7 billion, respectively, related to William Hill International, which was held for sale on date that the William Hill Acquisition was consummated, as described in Note 2, and are considered discontinued operations. Liabilities held for sale include $627 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 comply with a maximum total net leverage ratio of 10.50 to 1.00 beginning the fiscal quarter ending on September 30, 2021. 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, $1.1 billion of debt, at book value which approximates fair value, 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 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.