x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 62-1411755 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
One Caesars Palace Drive, Las Vegas, Nevada | 89109 | |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer | o | Accelerated filer | x |
Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | o |
Class | Outstanding at August 1, 2013 |
Common stock, $0.01 par value | 126,294,496 |
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Item 2. | ||
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Item 1. | ||
Item 1A. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
Item 5. | ||
Item 6. | ||
Item 1. | Unaudited Financial Statements |
June 30, 2013 | December 31, 2012 | ||||||
Assets | |||||||
Current assets | |||||||
Cash and cash equivalents | $ | 1,810.7 | $ | 1,757.5 | |||
Restricted cash | 88.4 | 833.6 | |||||
Receivables, net of allowance for doubtful accounts of $200.4 and $201.7 | 486.2 | 580.5 | |||||
Deferred income taxes | 124.1 | 114.9 | |||||
Prepayments and other current assets | 204.5 | 150.0 | |||||
Inventories | 46.3 | 52.0 | |||||
Assets held for sale | 5.4 | 5.1 | |||||
Total current assets | 2,765.6 | 3,493.6 | |||||
Property and equipment, net | 15,461.9 | 15,701.7 | |||||
Goodwill | 3,152.8 | 3,160.3 | |||||
Intangible assets other than goodwill | 3,881.7 | 3,985.7 | |||||
Investments in and advances to non-consolidated affiliates | 209.0 | 100.4 | |||||
Restricted cash | 246.0 | 364.6 | |||||
Deferred charges and other | 686.7 | 720.6 | |||||
Assets held for sale | 441.1 | 471.2 | |||||
$ | 26,844.8 | $ | 27,998.1 | ||||
Liabilities and Stockholders’ Deficit | |||||||
Current liabilities | |||||||
Accounts payable | $ | 327.5 | $ | 376.2 | |||
Interest payable | 284.8 | 233.7 | |||||
Accrued expenses | 1,157.4 | 1,094.7 | |||||
Current portion of long-term debt | 158.5 | 879.9 | |||||
Liabilities held for sale | 3.6 | 3.8 | |||||
Total current liabilities | 1,931.8 | 2,588.3 | |||||
Long-term debt | 20,912.8 | 20,532.2 | |||||
Deferred credits and other | 757.8 | 823.0 | |||||
Deferred income taxes | 3,930.9 | 4,334.1 | |||||
Liabilities held for sale | 49.6 | 52.1 | |||||
27,582.9 | 28,329.7 | ||||||
Commitments and contingencies (Note 17) | |||||||
Stockholders’ equity/(deficit) | |||||||
Common stock: voting; $0.01 par value; 128.5 and 127.5 shares issued | 1.3 | 1.3 | |||||
Treasury Stock: 2.2 and 2.1 shares | (16.3 | ) | (16.3 | ) | |||
Additional paid-in capital | 6,969.2 | 6,954.4 | |||||
Accumulated deficit | (7,710.3 | ) | (7,280.2 | ) | |||
Accumulated other comprehensive loss | (93.7 | ) | (70.9 | ) | |||
Total Caesars stockholders’ deficit | (849.8 | ) | (411.7 | ) | |||
Non-controlling interests | 111.7 | 80.1 | |||||
Total deficit | (738.1 | ) | (331.6 | ) | |||
$ | 26,844.8 | $ | 27,998.1 |
Quarter Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Revenues | |||||||||||||||
Casino | $ | 1,435.1 | $ | 1,551.9 | $ | 2,930.2 | $ | 3,176.9 | |||||||
Food and beverage | 386.1 | 385.3 | 766.2 | 767.4 | |||||||||||
Rooms | 322.3 | 316.4 | 610.5 | 620.2 | |||||||||||
Management fees | 17.2 | 12.3 | 27.8 | 21.9 | |||||||||||
Other | 284.8 | 202.8 | 547.6 | 398.2 | |||||||||||
Less: casino promotional allowances | (287.3 | ) | (305.0 | ) | (581.1 | ) | (614.8 | ) | |||||||
Net revenues | 2,158.2 | 2,163.7 | 4,301.2 | 4,369.8 | |||||||||||
Operating expenses | |||||||||||||||
Direct | |||||||||||||||
Casino | 819.6 | 898.1 | 1,654.4 | 1,822.9 | |||||||||||
Food and beverage | 169.5 | 169.7 | 334.7 | 331.5 | |||||||||||
Rooms | 82.2 | 80.7 | 155.5 | 155.8 | |||||||||||
Property, general, administrative, and other | 593.8 | 520.9 | 1,175.2 | 1,031.7 | |||||||||||
Depreciation and amortization | 141.3 | 175.5 | 303.0 | 355.0 | |||||||||||
Write-downs, reserves, and project opening costs, net of recoveries | 23.4 | 7.9 | 44.1 | 24.1 | |||||||||||
Intangible and tangible asset impairment charges | 104.7 | 33.0 | 124.7 | 207.0 | |||||||||||
Loss on interests in non-consolidated affiliates | 13.8 | 3.2 | 16.4 | 10.3 | |||||||||||
Corporate expense | 41.3 | 41.3 | 77.3 | 93.5 | |||||||||||
Acquisition and integration costs | 2.2 | 1.1 | 66.4 | 1.2 | |||||||||||
Amortization of intangible assets | 41.1 | 43.2 | 82.5 | 86.4 | |||||||||||
Total operating expenses | 2,032.9 | 1,974.6 | 4,034.2 | 4,119.4 | |||||||||||
Income from operations | 125.3 | 189.1 | 267.0 | 250.4 | |||||||||||
Interest expense, net of interest capitalized | (540.1 | ) | (496.5 | ) | (1,114.8 | ) | (1,058.5 | ) | |||||||
Gain on early extinguishments of debt | 41.3 | 33.7 | 4.6 | 79.5 | |||||||||||
Gain on partial sale of subsidiary | 44.1 | — | 44.1 | — | |||||||||||
Other income, including interest income | 4.8 | 6.5 | 8.3 | 14.7 | |||||||||||
Loss from continuing operations before income taxes | (324.6 | ) | (267.2 | ) | (790.8 | ) | (713.9 | ) | |||||||
Benefit for income taxes | 115.7 | 105.9 | 406.0 | 264.2 | |||||||||||
Loss from continuing operations, net of income taxes | (208.9 | ) | (161.3 | ) | (384.8 | ) | (449.7 | ) | |||||||
Discontinued operations | |||||||||||||||
Loss from discontinued operations | (0.3 | ) | (84.4 | ) | (44.2 | ) | (70.2 | ) | |||||||
Benefit/(provision) for income taxes | — | 3.9 | 2.8 | (3.0 | ) | ||||||||||
Loss from discontinued operations, net of income taxes | (0.3 | ) | (80.5 | ) | (41.4 | ) | (73.2 | ) | |||||||
Net loss | (209.2 | ) | (241.8 | ) | (426.2 | ) | (522.9 | ) | |||||||
Less: net (income)/loss attributable to non-controlling interests | (3.0 | ) | 0.1 | (3.9 | ) | 0.6 | |||||||||
Net loss attributable to Caesars | $ | (212.2 | ) | $ | (241.7 | ) | $ | (430.1 | ) | $ | (522.3 | ) | |||
Loss per share - basic and diluted | |||||||||||||||
Loss per share from continuing operations | $ | (1.69 | ) | $ | (1.29 | ) | $ | (3.10 | ) | $ | (3.58 | ) | |||
Loss per share from discontinued operations | — | (0.64 | ) | (0.33 | ) | (0.59 | ) | ||||||||
Net loss per share | $ | (1.69 | ) | $ | (1.93 | ) | $ | (3.43 | ) | $ | (4.17 | ) | |||
Weighted-average common shares outstanding - basic and diluted | 125.5 | 125.3 | 125.4 | 125.2 |
Quarter Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Net loss | $ | (209.2 | ) | $ | (241.8 | ) | $ | (426.2 | ) | $ | (522.9 | ) | |||
Other comprehensive income/(loss): | |||||||||||||||
Defined benefit plan adjustments | 0.2 | 1.5 | 4.8 | 2.3 | |||||||||||
Foreign currency translation adjustments | (5.6 | ) | (4.3 | ) | (25.7 | ) | 0.3 | ||||||||
Loss on derivatives reclassified into earnings | — | 7.2 | 3.9 | 14.3 | |||||||||||
Unrealized (losses)/gains on available-for-sale investments | (4.8 | ) | 0.2 | (4.7 | ) | (0.1 | ) | ||||||||
Total other comprehensive (loss)/income, before income taxes | (10.2 | ) | 4.6 | (21.7 | ) | 16.8 | |||||||||
Income tax benefit/(expense) related to items of other comprehensive (loss)/income | 0.3 | (1.7 | ) | (1.2 | ) | (4.6 | ) | ||||||||
Total other comprehensive (loss)/income, net of income taxes | (9.9 | ) | 2.9 | (22.9 | ) | 12.2 | |||||||||
Total comprehensive loss | (219.1 | ) | (238.9 | ) | (449.1 | ) | (510.7 | ) | |||||||
Less: amounts attributable to non-controlling interests: | |||||||||||||||
Net (income)/loss | (3.0 | ) | 0.1 | (3.9 | ) | 0.6 | |||||||||
Foreign currency translation adjustments | 0.1 | (0.5 | ) | 0.1 | (1.5 | ) | |||||||||
Total amounts attributable to non-controlling interests | (2.9 | ) | (0.4 | ) | (3.8 | ) | (0.9 | ) | |||||||
Comprehensive loss attributable to Caesars | $ | (222.0 | ) | $ | (239.3 | ) | $ | (452.9 | ) | $ | (511.6 | ) |
Caesars Stockholders | ||||||||||||||||||||||||||||||||
Common Stock | Treasury Stock | Additional Paid-in- Capital | Accumulated Deficit | Accumulated Other Comprehensive Income/(Loss) | Total Caesars Stockholders' Equity/(Deficit) | Non-controlling Interests | Total Equity/(Deficit) | |||||||||||||||||||||||||
Balance at December 31, 2011 | $ | 0.7 | $ | — | $ | 6,885.1 | $ | (5,782.7 | ) | $ | (96.4 | ) | $ | 1,006.7 | $ | 46.7 | $ | 1,053.4 | ||||||||||||||
Net loss | — | — | — | (522.3 | ) | — | (522.3 | ) | (0.6 | ) | (522.9 | ) | ||||||||||||||||||||
Share-based compensation | — | — | 17.7 | — | — | 17.7 | — | 17.7 | ||||||||||||||||||||||||
Initial public offering | 0.6 | — | 16.6 | — | — | 17.2 | — | 17.2 | ||||||||||||||||||||||||
Common stock issuances | — | — | 0.2 | — | — | 0.2 | — | 0.2 | ||||||||||||||||||||||||
Increase in treasury shares | * | (16.3 | ) | 16.3 | — | — | — | — | — | |||||||||||||||||||||||
Contributions and contractual obligations from non-controlling interests, net of distributions | — | — | — | — | — | — | 29.4 | 29.4 | ||||||||||||||||||||||||
Other comprehensive income, net of tax | — | — | — | — | 10.7 | 10.7 | 1.5 | 12.2 | ||||||||||||||||||||||||
Balance at June 30, 2012 | $ | 1.3 | $ | (16.3 | ) | $ | 6,935.9 | $ | (6,305.0 | ) | $ | (85.7 | ) | $ | 530.2 | $ | 77.0 | $ | 607.2 | |||||||||||||
Balance at December 31, 2012 | $ | 1.3 | $ | (16.3 | ) | $ | 6,954.4 | $ | (7,280.2 | ) | $ | (70.9 | ) | $ | (411.7 | ) | $ | 80.1 | $ | (331.6 | ) | |||||||||||
Net (loss)/income | — | — | — | (430.1 | ) | — | (430.1 | ) | 3.9 | (426.2 | ) | |||||||||||||||||||||
Share-based compensation | — | — | 11.6 | — | — | 11.6 | — | 11.6 | ||||||||||||||||||||||||
Common stock issuances | * | — | 12.6 | — | — | 12.6 | — | 12.6 | ||||||||||||||||||||||||
Issuances of common stock under stock incentive plans | * | — | 0.3 | — | — | 0.3 | — | 0.3 | ||||||||||||||||||||||||
Increase in treasury shares | — | * | (0.1 | ) | — | — | (0.1 | ) | — | (0.1 | ) | |||||||||||||||||||||
Contributions and contractual obligations from non-controlling interests | — | — | — | — | — | — | 35.3 | 35.3 | ||||||||||||||||||||||||
Decrease in non-controlling interests including distributions and write-downs | — | — | — | — | — | — | (7.5 | ) | (7.5 | ) | ||||||||||||||||||||||
Other comprehensive loss, net of tax | — | — | — | — | (22.8 | ) | (22.8 | ) | (0.1 | ) | (22.9 | ) | ||||||||||||||||||||
Purchase of additional interest in subsidiary | — | — | (9.6 | ) | — | — | (9.6 | ) | — | (9.6 | ) | |||||||||||||||||||||
Balance at June 30, 2013 | $ | 1.3 | $ | (16.3 | ) | $ | 6,969.2 | $ | (7,710.3 | ) | $ | (93.7 | ) | $ | (849.8 | ) | $ | 111.7 | $ | (738.1 | ) |
* | Amount rounds to zero. |
Six Months Ended June 30, | |||||||
2013 | 2012 | ||||||
Cash flows from operating activities | |||||||
Net loss | $ | (426.2 | ) | $ | (522.9 | ) | |
Adjustments to reconcile net loss to cash flows (used in)/provided by operating activities: | |||||||
Loss from discontinued operations | 41.4 | 73.2 | |||||
Gain on early extinguishments of debt | (4.6 | ) | (79.5 | ) | |||
Depreciation and amortization | 391.9 | 447.7 | |||||
Amortization of deferred finance costs and debt discount/premium | 170.0 | 163.6 | |||||
Reclassification from, and amortization of, accumulated other comprehensive loss | 4.3 | 14.3 | |||||
Non-cash write-downs and reserves, net of recoveries | 17.3 | 2.6 | |||||
Gain on partial sale of subsidiary | (44.1 | ) | — | ||||
Non-cash acquisition and integration costs | 48.9 | — | |||||
Unrealized (gains)/losses on fair value of derivatives | (66.5 | ) | 17.1 | ||||
Impairment of intangible and tangible assets | 124.7 | 207.0 | |||||
Loss on interests in non-consolidated affiliates | 16.4 | 10.3 | |||||
Stock-based compensation expense | 9.7 | 33.2 | |||||
Deferred income taxes | (408.9 | ) | (223.6 | ) | |||
Change in deferred charges and other | (0.8 | ) | (13.9 | ) | |||
Change in deferred credits and other | (8.3 | ) | (44.7 | ) | |||
Change in current assets and liabilities: | |||||||
Accounts receivable | 75.5 | (11.7 | ) | ||||
Prepayments and other current assets | (33.0 | ) | (39.8 | ) | |||
Accounts payable | (32.0 | ) | (10.9 | ) | |||
Interest payable | 51.8 | (7.2 | ) | ||||
Accrued expenses | 23.4 | 55.6 | |||||
Other | (7.9 | ) | 1.1 | ||||
Cash flows (used in)/provided by operating activities | (57.0 | ) | 71.5 | ||||
Cash flows from investing activities | |||||||
Acquisitions of property and equipment, net of change in related payables | (320.3 | ) | (192.0 | ) | |||
Change in restricted cash | 863.8 | 100.7 | |||||
Proceeds from partial sale of subsidiary, net of cash deconsolidated | 50.4 | — | |||||
Payments to acquire businesses, net of transaction costs and cash acquired | — | 15.2 | |||||
Investments in/advances to non-consolidated affiliates | (27.8 | ) | (13.9 | ) | |||
Purchases of investment securities | (1.7 | ) | (18.9 | ) | |||
Proceeds from the sale and maturity of investment securities | 16.1 | 12.9 | |||||
Other | (7.0 | ) | (4.2 | ) | |||
Cash flows provided by/(used in) investing activities | 573.5 | (100.2 | ) | ||||
Cash flows from financing activities | |||||||
Proceeds from the issuance of long-term debt | 1,589.5 | 1,710.1 | |||||
Debt issuance costs and fees | (47.3 | ) | (31.9 | ) | |||
Borrowings under lending agreements | — | 453.0 | |||||
Repayments under lending agreements | — | (608.0 | ) | ||||
Cash paid for early extinguishments of debt | (2,010.3 | ) | (1,450.6 | ) | |||
Cash paid for loan maturity extension fees | (23.3 | ) | — | ||||
Scheduled debt retirements | (7.1 | ) | (9.0 | ) | |||
Purchase of additional interests in subsidiary | — | (9.6 | ) | ||||
Contributions from non controlling interest owners | 35.3 | — | |||||
Proceeds from sale of additional interest in a subsidiary | — | 32.2 | |||||
Issuance of common stock, net of fees | 12.6 | 17.4 | |||||
Other | (13.0 | ) | (11.1 | ) | |||
Cash flows (used in)/provided by financing activities | (463.6 | ) | 92.5 | ||||
Cash flows from discontinued operations | |||||||
Cash flows from operating activities | 0.4 | 27.8 | |||||
Cash flows from investing activities | — | (2.5 | ) | ||||
Cash flows from financing activities | — | — | |||||
Net cash provided by discontinued operations | 0.4 | 25.3 | |||||
Net increase in cash and cash equivalents | 53.3 | 89.1 | |||||
Change in cash classified as assets held for sale | (0.1 | ) | 0.9 | ||||
Cash and cash equivalents, beginning of period | 1,757.5 | 891.2 | |||||
Cash and cash equivalents, end of period | $ | 1,810.7 | $ | 981.2 |
(In millions) | June 30, 2013 | December 31, 2012 | |||||
Assets | |||||||
Cash and cash equivalents | $ | 4.8 | $ | 4.7 | |||
Other current assets | 0.6 | 0.4 | |||||
Assets held for sale, current | $ | 5.4 | $ | 5.1 | |||
Property and equipment, net | $ | 441.1 | $ | 471.2 | |||
Assets held for sale, non-current | $ | 441.1 | $ | 471.2 | |||
Liabilities | |||||||
Accounts payable and accrued expenses | $ | 3.6 | $ | 3.8 | |||
Liabilities held for sale, current | $ | 3.6 | $ | 3.8 | |||
Deferred credits and other | $ | 0.2 | $ | 0.2 | |||
Deferred income taxes | 49.4 | 51.9 | |||||
Liabilities held for sale, non-current | $ | 49.6 | $ | 52.1 |
Quarter Ended June 30, | Six Months Ended June 30, | ||||||||||||||
(In millions) | 2013 | 2012 | 2013 | 2012 | |||||||||||
Net revenues | |||||||||||||||
Harrah's St. Louis | $ | — | $ | 64.9 | $ | — | $ | 128.5 | |||||||
Macau | 0.8 | 0.7 | 1.8 | 1.6 | |||||||||||
Alea Leeds | — | 1.2 | 0.7 | 2.7 | |||||||||||
Total net revenues | $ | 0.8 | $ | 66.8 | $ | 2.5 | $ | 132.8 | |||||||
Pre-tax income/(loss) from operations | |||||||||||||||
Harrah's St. Louis | $ | — | $ | 22.9 | $ | (0.7 | ) | $ | 41.9 | ||||||
Macau | 0.2 | (105.9 | ) | (20.5 | ) | (109.6 | ) | ||||||||
Alea Leeds | (0.5 | ) | (1.4 | ) | (23.0 | ) | (2.5 | ) | |||||||
Total pre-tax loss from discontinued operations | $ | (0.3 | ) | $ | (84.4 | ) | $ | (44.2 | ) | $ | (70.2 | ) | |||
Income/(loss), net of income taxes | |||||||||||||||
Harrah's St. Louis | $ | — | $ | 14.1 | $ | (0.4 | ) | $ | 25.7 | ||||||
Macau | 0.2 | (93.2 | ) | (18.0 | ) | (96.4 | ) | ||||||||
Alea Leeds | (0.5 | ) | (1.4 | ) | (23.0 | ) | (2.5 | ) | |||||||
Total loss from discontinued operations, net of income taxes | $ | (0.3 | ) | $ | (80.5 | ) | $ | (41.4 | ) | $ | (73.2 | ) |
(In millions) | June 30, 2013 | December 31, 2012 | |||||
Land and land improvements | $ | 7,095.6 | $ | 7,208.8 | |||
Buildings, riverboats, and improvements | 8,572.0 | 8,725.7 | |||||
Furniture, fixtures, and equipment | 2,567.8 | 2,491.0 | |||||
Construction in progress | 579.4 | 378.3 | |||||
18,814.8 | 18,803.8 | ||||||
Less: accumulated depreciation | (3,352.9 | ) | (3,102.1 | ) | |||
$ | 15,461.9 | $ | 15,701.7 |
Quarter Ended June 30, | Six Months Ended June 30, | ||||||||||||||
(In millions) | 2013 | 2012 | 2013 | 2012 | |||||||||||
Depreciation expense | $ | 142.8 | $ | 184.7 | $ | 306.4 | $ | 374.4 |
Amortizing Intangible Assets | Non-Amortizing Intangible Assets | ||||||||||
(In millions) | Goodwill | Other | |||||||||
Balance at December 31, 2012 | $ | 1,027.6 | $ | 3,160.3 | $ | 2,958.1 | |||||
Impairments | — | — | (23.0 | ) | |||||||
Amortization expense | (82.5 | ) | — | — | |||||||
Foreign currency translation | (0.4 | ) | — | (1.6 | ) | ||||||
Additions | 5.7 | — | — | ||||||||
Disposals | — | (14.9 | ) | — | |||||||
Other | (1.8 | ) | 7.4 | (0.4 | ) | ||||||
Balance at June 30, 2013 | $ | 948.6 | $ | 3,152.8 | $ | 2,933.1 |
June 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||
(Dollars in millions) | Weighted Average Remaining Useful Life (in years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||
Amortizing intangible assets | |||||||||||||||||||||||||
Customer relationships | 6.5 | $ | 1,456.9 | $ | (681.5 | ) | $ | 775.4 | $ | 1,456.7 | $ | (618.0 | ) | $ | 838.7 | ||||||||||
Contract rights | 1.5 | 144.1 | (72.3 | ) | 71.8 | 145.1 | (66.3 | ) | 78.8 | ||||||||||||||||
Patented technology | 3.3 | 160.8 | (88.1 | ) | 72.7 | 156.7 | (76.6 | ) | 80.1 | ||||||||||||||||
Gaming rights | 11.0 | 42.8 | (14.1 | ) | 28.7 | 42.8 | (12.8 | ) | 30.0 | ||||||||||||||||
Trademarks | — | — | — | — | 1.7 | (1.7 | ) | — | |||||||||||||||||
$ | 1,804.6 | $ | (856.0 | ) | 948.6 | $ | 1,803.0 | $ | (775.4 | ) | 1,027.6 | ||||||||||||||
Non-amortizing intangible assets | |||||||||||||||||||||||||
Trademarks | 1,699.0 | 1,699.7 | |||||||||||||||||||||||
Gaming rights | 1,234.1 | 1,258.4 | |||||||||||||||||||||||
2,933.1 | 2,958.1 | ||||||||||||||||||||||||
Total intangible assets other than goodwill | $ | 3,881.7 | $ | 3,985.7 |
Detail of Debt (Dollars in millions) | Final Maturity | Rate(s) at June 30, 2013 | Face Value at June 30, 2013 | Book Value at June 30, 2013 | Book Value at Dec. 31, 2012 | |||||||||||
Credit Facilities (a) | ||||||||||||||||
Term Loans B1 - B3 | 2015 | 3.19% - 3.28% | $ | 29.1 | $ | 29.1 | $ | 1,025.8 | ||||||||
Term Loan B4 | 2016 | 9.50% | 965.0 | 951.2 | 954.5 | |||||||||||
Term Loan B5 | 2018 | 4.44% | 991.9 | 988.9 | 1,218.8 | |||||||||||
Term Loan B6 | 2018 | 5.44% | 2,431.9 | 2,396.5 | 2,812.6 | |||||||||||
Revolving Credit Facility | 2014 | — | — | — | — | |||||||||||
Revolving Credit Facility | 2017 | — | — | — | — | |||||||||||
Secured Debt | ||||||||||||||||
Senior Secured Notes (a) | 2017 | 11.25% | 2,095.0 | 2,063.2 | 2,060.2 | |||||||||||
Senior Secured Notes (a) | 2020 | 8.50% | 1,250.0 | 1,250.0 | 1,250.0 | |||||||||||
Senior Secured Notes (a) | 2020 | 9.00% | 3,000.0 | 2,951.9 | 1,486.9 | |||||||||||
CMBS Financing | 2015 | (c) | 3.68% | 4,439.1 | 4,417.7 | 4,660.5 | ||||||||||
Second-Priority Senior Secured Notes (a) | 2018 | 12.75% | 750.0 | 743.4 | 742.9 | |||||||||||
Second-Priority Senior Secured Notes (a) | 2018 | 10.00% | 4,528.1 | 2,321.3 | 2,260.2 | |||||||||||
Second-Priority Senior Secured Notes (a) | 2015 | 10.00% | 214.8 | 179.2 | 173.7 | |||||||||||
Chester Downs Senior Secured Notes | 2020 | 9.25% | 330.0 | 330.0 | 330.0 | |||||||||||
PHW Las Vegas Senior Secured Loan | 2015 | (d) | 3.05% | 513.2 | 460.4 | 438.2 | ||||||||||
LINQ/Octavius Senior Secured Loan | 2017 | 9.25% | 450.0 | 446.8 | 446.5 | |||||||||||
Bill's Gamblin' Hall & Saloon Credit Facility | 2019 | 11.00% | 185.0 | 181.5 | 181.4 | |||||||||||
Subsidiary-Guaranteed Debt (b) | ||||||||||||||||
Senior Notes | 2016 | 10.75% | 478.6 | 478.6 | 478.6 | |||||||||||
Senior PIK Toggle Notes | 2018 | 10.75%-11.5% | 10.3 | 10.3 | 9.7 | |||||||||||
Unsecured Senior Debt (a) | ||||||||||||||||
5.375% | 2013 | 5.375% | 99.0 | 95.7 | 116.6 | |||||||||||
7.0% | 2013 | 7.00% | — | — | 0.6 | |||||||||||
5.625% | 2015 | 5.625% | 364.4 | 317.2 | 306.7 | |||||||||||
6.5% | 2016 | 6.50% | 248.7 | 206.6 | 200.9 | |||||||||||
5.75% | 2017 | 5.75% | 147.9 | 111.8 | 108.7 | |||||||||||
Floating Rate Contingent Convertible Senior Notes | 2024 | 0.57% | 0.2 | 0.2 | 0.2 | |||||||||||
Other Unsecured Borrowings | ||||||||||||||||
Special Improvement District Bonds | 2037 | 5.30% | 62.9 | 62.9 | 64.3 | |||||||||||
Other | 2014 | —% | 47.7 | 47.7 | 47.7 | |||||||||||
Capitalized Lease Obligations | to 2017 | 3.57% - 11.0% | 29.2 | 29.2 | 35.9 | |||||||||||
Total Debt | 23,662.0 | 21,071.3 | 21,412.1 | |||||||||||||
Current Portion of Long-Term Debt | (175.2 | ) | (158.5 | ) | (879.9 | ) | ||||||||||
Long-Term Debt | $ | 23,486.8 | $ | 20,912.8 | $ | 20,532.2 |
(a) | Guaranteed by Caesars Entertainment. |
(b) | Guaranteed by Caesars Entertainment and certain wholly-owned subsidiaries of CEOC |
(c) | Based on our ability and intent, assumes the exercise of extension options to move the maturity from 2014 to 2015, subject to certain conditions. |
(d) | Based on our ability and intent, assumes the exercise of extension options to move the maturity from 2013 to 2015, subject to certain conditions. |
Debt (dollars in millions) | Maturity | Face Value | Cash Paid | |||||
5.375% Unsecured Senior Notes | 2013 | $ | 26.2 | $ | 26.0 | |||
10.0% Second-Priority Senior Secured Notes | 2018 | 25.0 | 14.9 |
Effective Date | Notional Amount (In millions) | Fixed Rate Paid | Variable Rate Received as of June 30, 2013 | Next Reset Date | Maturity Date | |||||||||
April 25, 2011 | $ | 250.0 | 1.351 | % | 0.193 | % | July 25, 2013 | January 25, 2015 | ||||||
April 25, 2011 | 250.0 | 1.347 | % | 0.193 | % | July 25, 2013 | January 25, 2015 | |||||||
April 25, 2011 | 250.0 | 1.350 | % | 0.193 | % | July 25, 2013 | January 25, 2015 | |||||||
January 25, 2011 | 1,000.0 | 3.068 | % | 0.193 | % | July 25, 2013 | January 25, 2015 | |||||||
April 25, 2011 | 1,000.0 | 3.150 | % | 0.193 | % | July 25, 2013 | January 25, 2015 | |||||||
January 25, 2011 | 1,000.0 | 3.750 | % | 0.193 | % | July 25, 2013 | January 25, 2015 | |||||||
April 25, 2011 | 1,000.0 | 3.264 | % | 0.193 | % | July 25, 2013 | January 25, 2015 | |||||||
January 25, 2011 | 1,000.0 | 3.814 | % | 0.193 | % | July 25, 2013 | January 25, 2015 |
Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||
June 30, 2013 | December 31, 2012 | June 30, 2013 | December 31, 2012 | ||||||||||||||||||||
(In millions) | Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | |||||||||||||||
Derivatives not designated as hedging instruments | |||||||||||||||||||||||
Interest rate swaps | $ | — | $ | — | Deferred credits and other | $ | (237.1 | ) | Deferred credits and other | $ | (306.4 | ) | |||||||||||
Interest rate caps | Deferred charges and other | 0.1 | — | — | — | ||||||||||||||||||
Total derivatives | $ | 0.1 | $ | — | $ | (237.1 | ) | $ | (306.4 | ) |
(In millions) | Amount of (Gain) or Loss Recognized in AOCL (Effective Portion) | Location of (Gain) or Loss Reclassified From AOCL Into Net Loss (Effective Portion) | Amount of (Gain) or Loss Reclassified from AOCL into Net Loss (Effective Portion) | Location of (Gain) or Loss Recognized in Net Loss (Ineffective Portion) | Amount of (Gain) or Loss Recognized in Net Loss (Ineffective Portion) | |||||||||||||||||||||||
Derivatives designated as hedging instruments | Quarter Ended June 30, 2013 | Quarter Ended June 30, 2012 | Quarter Ended June 30, 2013 | Quarter Ended June 30, 2012 | Quarter Ended June 30, 2013 | Quarter Ended June 30, 2012 | ||||||||||||||||||||||
Interest rate contracts | $ | — | $ | — | Interest expense | $ | — | $ | 7.2 | Interest expense | $ | — | $ | — |
(In millions) | Amount of (Gain) or Loss Recognized in Net Loss | |||||||||
Derivatives not designated as hedging instruments | Location of (Gain) or Loss Recognized in Net Loss | Quarter Ended June 30, 2013 | Quarter Ended June 30, 2012 | |||||||
Interest rate contracts | Interest expense | $ | (45.5 | ) | $ | (17.6 | ) |
(In millions) | Amount of (Gain) or Loss Recognized in AOCL (Effective Portion) | Location of (Gain) or Loss Reclassified From AOCL Into Net Loss (Effective Portion) | Amount of (Gain) or Loss Reclassified from AOCL into Net Loss (Effective Portion) | Location of (Gain) or Loss Recognized in Net Loss (Ineffective Portion) | Amount of (Gain) or Loss Recognized in Net Loss (Ineffective Portion) | |||||||||||||||||||||||
Derivatives designated as hedging instruments | Six Months Ended June 30, 2013 | Six Months Ended June 30, 2012 | Six Months Ended June 30, 2013 | Six Months Ended June 30, 2012 | Six Months Ended June 30, 2013 | Six Months Ended June 30, 2012 | ||||||||||||||||||||||
Interest rate contracts | $ | — | $ | — | Interest expense | $ | 3.9 | $ | 14.3 | Interest expense | $ | — | $ | — |
(In millions) | Amount of (Gain) or Loss Recognized in Net Loss | |||||||||
Derivatives not designated as hedging instruments | Location of (Gain) or Loss Recognized in Net Loss | Six Months Ended June 30, 2013 | Six Months Ended June 30, 2012 | |||||||
Interest rate contracts | Interest expense | $ | (66.5 | ) | $ | 17.1 |
Quarter Ended June 30, 2013 | Six Months Ended June 30, 2013 | ||||||||||||||||||||||
(In millions) | Defined Benefit Plan Adjustments | Foreign Currency Translation Adjustments | Losses on Derivative Instruments | Defined Benefit Plan Adjustments | Foreign Currency Translation Adjustments | Losses on Derivative Instruments | |||||||||||||||||
Amount reclassified from AOCL to interest expense, net of capitalized interest | $ | 0.2 | $ | — | $ | — | $ | 0.4 | $ | — | $ | 3.9 | |||||||||||
Amount reclassified from AOCL to write-downs, reserves, and project opening costs, net of recoveries | — | — | — | — | (4.1 | ) | — | ||||||||||||||||
Amount reclassified from AOCL to loss/(income) from discontinued operations | — | — | — | — | (2.2 | ) | — | ||||||||||||||||
Related tax impact | — | — | — | (0.1 | ) | — | (1.4 | ) | |||||||||||||||
Reclassification, net of income taxes | $ | 0.2 | $ | — | $ | — | $ | 0.3 | $ | (6.3 | ) | $ | 2.5 |
Quarter Ended June 30, 2012 | Six Months Ended June 30, 2012 | ||||||
(In millions) | Losses on Derivative Instruments | Losses on Derivative Instruments | |||||
Amount reclassified from AOCL to interest expense, net of capitalized interest | $ | 7.2 | $ | 14.3 | |||
Related tax impact | (2.6 | ) | (5.2 | ) | |||
Reclassification, net of income taxes | $ | 4.6 | $ | 9.1 |
Quarter Ended June 30, | Six Months Ended June 30, | ||||||||||||||
(In millions) | 2013 | 2012 | 2013 | 2012 | |||||||||||
Food and Beverage | $ | 153.4 | $ | 162.6 | $ | 312.8 | $ | 330.5 | |||||||
Rooms | 112.6 | 120.1 | 223.2 | 238.3 | |||||||||||
Other | 21.3 | 22.3 | 45.1 | 46.0 | |||||||||||
$ | 287.3 | $ | 305.0 | $ | 581.1 | $ | 614.8 |
Quarter Ended June 30, | Six Months Ended June 30, | ||||||||||||||
(In millions) | 2013 | 2012 | 2013 | 2012 | |||||||||||
Food and Beverage | $ | 111.2 | $ | 119.5 | $ | 224.4 | $ | 242.6 | |||||||
Rooms | 43.2 | 46.4 | 87.4 | 92.0 | |||||||||||
Other | 8.9 | 10.8 | 21.2 | 23.3 | |||||||||||
$ | 163.3 | $ | 176.7 | $ | 333.0 | $ | 357.9 |
Quarter Ended June 30, | Six Months Ended June 30, | ||||||||||
(In millions) | 2013 | 2012 | 2013 | 2012 | |||||||
Stock options | 3.6 | 8.2 | 3.0 | 8.2 | |||||||
Warrants | 0.4 | 0.4 | 0.4 | 0.4 | |||||||
Total anti-dilutive potential common shares | 4.0 | 8.6 | 3.4 | 8.6 |
Quarter Ended June 30, | Six Months Ended June 30, | ||||||||||||||
(In millions) | 2013 | 2012 | 2013 | 2012 | |||||||||||
Remediation costs | $ | 6.9 | $ | 3.6 | $ | 19.0 | $ | 6.0 | |||||||
Divestitures and abandonments | 12.1 | 1.9 | 13.9 | 8.1 | |||||||||||
Efficiency projects | — | 1.7 | — | 7.8 | |||||||||||
Project opening costs | 2.9 | 0.1 | 4.6 | 1.8 | |||||||||||
Other | 1.5 | 0.6 | 6.6 | 0.4 | |||||||||||
Total write-downs, reserves, and project opening costs, net of recoveries | $ | 23.4 | $ | 7.9 | $ | 44.1 | $ | 24.1 |
Quarter Ended June 30, | Six Months Ended June 30, | ||||||||||||||
(In millions) | 2013 | 2012 | 2013 | 2012 | |||||||||||
Income tax benefit on loss before income taxes | $ | (115.7 | ) | $ | (105.9 | ) | $ | (406.0 | ) | $ | (264.2 | ) | |||
Income tax (benefit)/provision on discontinued operations | — | (3.9 | ) | (2.8 | ) | 3.0 | |||||||||
Accumulated other comprehensive (income)/loss | (0.3 | ) | 1.7 | 1.2 | 4.6 |
(In millions) | Balance | Level 1 | Level 2 | Level 3 | |||||||||||
June 30, 2013 | |||||||||||||||
Assets: | |||||||||||||||
Investments | $ | 114.7 | $ | 114.7 | $ | — | $ | — | |||||||
Derivative instruments | 0.1 | — | 0.1 | — | |||||||||||
Liabilities: | |||||||||||||||
Derivative instruments | (237.1 | ) | — | (237.1 | ) | — | |||||||||
December 31, 2012 | |||||||||||||||
Assets: | |||||||||||||||
Investments | $ | 114.2 | $ | 114.2 | $ | — | $ | — | |||||||
Derivative instruments | * | — | * | — | |||||||||||
Liabilities: | |||||||||||||||
Derivative instruments | (306.4 | ) | — | (306.4 | ) | — |
* | Amount rounds to zero |
(In millions) | June 30, 2013 | December 31, 2012 | |||||
Equity securities | $ | 19.4 | $ | 2.8 | |||
Government bonds | 95.3 | 111.4 | |||||
Total investments | $ | 114.7 | $ | 114.2 |
(In millions) | Balance | Level 1 | Level 2 | Level 3 | Total Adjustments Loss/(Gain) | ||||||||||||||
Intangible and tangible assets | $ | 34.5 | $ | — | $ | 19.4 | $ | 15.1 | $ | 124.7 | |||||||||
Net assets held for sale | 393.3 | — | — | 393.3 | 21.0 | ||||||||||||||
Contingent earnout liability | 54.5 | — | — | 54.5 | 48.9 |
Six Months Ended June 30, | |||||||
(In millions) | 2013 | 2012 | |||||
Interest expense, net of interest capitalized | $ | 1,114.8 | $ | 1,058.5 | |||
Adjustments to reconcile to cash paid for interest: | |||||||
Net change in accruals | (59.3 | ) | 22.8 | ||||
Amortization of deferred finance charges | (28.2 | ) | (52.5 | ) | |||
Net amortization of discounts and premiums | (141.8 | ) | (111.1 | ) | |||
Amortization of accumulated other comprehensive loss | (4.3 | ) | (14.3 | ) | |||
Rollover of PIK interest to principal | (0.6 | ) | (0.5 | ) | |||
Change in fair value of derivative instruments | 66.5 | (17.1 | ) | ||||
Cash paid for interest | $ | 947.1 | $ | 885.8 | |||
Cash payments for income taxes, net | $ | 16.4 | $ | 9.4 |
Quarter Ended June 30, | Six Months Ended June 30, | ||||||||||||||
(In millions) | 2013 | 2012 | 2013 | 2012 | |||||||||||
Amounts included in: | |||||||||||||||
Corporate expense | $ | 2.6 | $ | 4.1 | $ | 3.3 | $ | 14.2 | |||||||
Property, general, administrative, and other | 3.5 | 17.6 | 6.4 | 19.0 | |||||||||||
Total stock-based compensation expense | $ | 6.1 | $ | 21.7 | $ | 9.7 | $ | 33.2 |
Shares | Weighted Average Exercise Price | |||||
Outstanding at December 31, 2012 | 8,478,148 | $ | 12.22 | |||
Granted | 545,812 | $ | 13.64 | |||
Exercised | (31,640 | ) | $ | 8.22 | ||
Canceled | (251,478 | ) | $ | 12.46 | ||
Outstanding at June 30, 2013 | 8,740,842 | $ | 12.32 | |||
Vested and expected to vest at June 30, 2013 | 6,819,442 | $ | 12.37 | |||
Exercisable at June 30, 2013 | 1,362,327 | $ | 11.69 |
CEC (Parent Guarantor) | Subsidiary Issuer | Subsidiary Guarantors of Parent and Subsidiary Guaranteed Debt (a) | Subsidiary Non-Guarantors of Parent and Subsidiary Guaranteed Debt (b) | Subsidiary Non-Guarantors of Parent-Only Guaranteed Debt (a) + (b) | Consolidating/ Eliminating Adjustments | Total | |||||||||||||||||||||
Assets | |||||||||||||||||||||||||||
Current assets | |||||||||||||||||||||||||||
Cash and cash equivalents | $ | 195.0 | $ | 731.1 | $ | 304.6 | $ | 580.0 | $ | 884.6 | $ | — | $ | 1,810.7 | |||||||||||||
Restricted cash | 10.5 | — | 1.0 | 76.9 | 77.9 | — | 88.4 | ||||||||||||||||||||
Receivables, net of allowance for doubtful accounts | 0.1 | 23.7 | 279.0 | 183.4 | 462.4 | — | 486.2 | ||||||||||||||||||||
Deferred income taxes | — | 33.4 | 72.7 | 18.0 | 90.7 | — | 124.1 | ||||||||||||||||||||
Prepayments and other current assets | — | 10.8 | 97.4 | 96.3 | 193.7 | — | 204.5 | ||||||||||||||||||||
Inventories | — | 0.2 | 30.3 | 15.8 | 46.1 | — | 46.3 | ||||||||||||||||||||
Intercompany receivables | 10.3 | 289.6 | 170.9 | 200.4 | 371.3 | (671.2 | ) | — | |||||||||||||||||||
Assets held for sale | — | — | — | 5.4 | 5.4 | — | 5.4 | ||||||||||||||||||||
Total current assets | 215.9 | 1,088.8 | 955.9 | 1,176.2 | 2,132.1 | (671.2 | ) | 2,765.6 | |||||||||||||||||||
Property and equipment, net | — | 186.0 | 8,409.6 | 6,869.9 | 15,279.5 | (3.6 | ) | 15,461.9 | |||||||||||||||||||
Goodwill | — | — | 1,330.9 | 1,821.9 | 3,152.8 | — | 3,152.8 | ||||||||||||||||||||
Intangible assets other than goodwill | — | 3.9 | 3,115.7 | 762.1 | 3,877.8 | — | 3,881.7 | ||||||||||||||||||||
Investments in subsidiaries | — | 11,286.2 | 914.4 | 863.2 | 1,777.6 | (13,063.8 | ) | — | |||||||||||||||||||
Investments in and advances to non-consolidated affiliates | — | — | 3.3 | 205.7 | 209.0 | — | 209.0 | ||||||||||||||||||||
Restricted cash | — | — | — | 246.0 | 246.0 | — | 246.0 | ||||||||||||||||||||
Deferred charges and other | 6.2 | 309.0 | 205.0 | 171.8 | 376.8 | (5.3 | ) | 686.7 | |||||||||||||||||||
Intercompany receivables | 325.1 | 1,074.0 | 585.4 | 55.0 | 640.4 | (2,039.5 | ) | — | |||||||||||||||||||
Assets held for sale | — | — | — | 441.1 | 441.1 | — | 441.1 | ||||||||||||||||||||
$ | 547.2 | $ | 13,947.9 | $ | 15,520.2 | $ | 12,612.9 | $ | 28,133.1 | $ | (15,783.4 | ) | $ | 26,844.8 | |||||||||||||
Liabilities and Stockholders’ (Deficit)/Equity | |||||||||||||||||||||||||||
Current liabilities | |||||||||||||||||||||||||||
Accounts payable | $ | 0.1 | $ | 92.9 | $ | 125.6 | $ | 108.9 | $ | 234.5 | $ | — | $ | 327.5 | |||||||||||||
Interest payable | — | 254.5 | 0.7 | 29.6 | 30.3 | — | 284.8 | ||||||||||||||||||||
Accrued expenses | 3.6 | 161.8 | 388.6 | 603.4 | 992.0 | — | 1,157.4 | ||||||||||||||||||||
Current portion of long-term debt | — | 141.9 | 10.4 | 6.2 | 16.6 | — | 158.5 | ||||||||||||||||||||
Intercompany payables | 1.2 | 45.3 | 426.2 | 198.5 | 624.7 | (671.2 | ) | — | |||||||||||||||||||
Liabilities held for sale | — | — | — | 3.6 | 3.6 | — | 3.6 | ||||||||||||||||||||
Total current liabilities | 4.9 | 696.4 | 951.5 | 950.2 | 1,901.7 | (671.2 | ) | 1,931.8 | |||||||||||||||||||
Long-term debt | — | 15,911.7 | 61.8 | 5,898.0 | 5,959.8 | (958.7 | ) | 20,912.8 | |||||||||||||||||||
Accumulated losses of subsidiaries in excess of investment | 1,308.5 | — | — | — | — | (1,308.5 | ) | — | |||||||||||||||||||
Deferred credits and other | — | 469.0 | 152.8 | 136.0 | 288.8 | — | 757.8 | ||||||||||||||||||||
Deferred income taxes | — | 81.6 | 2,163.3 | 1,664.9 | 3,828.2 | 21.1 | 3,930.9 | ||||||||||||||||||||
Intercompany payables | 55.0 | 285.4 | 871.1 | 828.0 | 1,699.1 | (2,039.5 | ) | — | |||||||||||||||||||
Liabilities held for sale | — | — | — | 49.6 | 49.6 | — | 49.6 | ||||||||||||||||||||
1,368.4 | 17,444.1 | 4,200.5 | 9,526.7 | 13,727.2 | (4,956.8 | ) | 27,582.9 | ||||||||||||||||||||
Total Caesars stockholders’ (deficit)/equity | (821.2 | ) | (3,496.2 | ) | 11,319.7 | 2,974.5 | 14,294.2 | (10,826.6 | ) | (849.8 | ) | ||||||||||||||||
Non-controlling interests | — | — | — | 111.7 | 111.7 | — | 111.7 | ||||||||||||||||||||
Total (deficit)/equity | (821.2 | ) | (3,496.2 | ) | 11,319.7 | 3,086.2 | 14,405.9 | (10,826.6 | ) | (738.1 | ) | ||||||||||||||||
$ | 547.2 | $ | 13,947.9 | $ | 15,520.2 | $ | 12,612.9 | $ | 28,133.1 | $ | (15,783.4 | ) | $ | 26,844.8 |
CEC (Parent Guarantor) | Subsidiary Issuer | Subsidiary Guarantors of Parent and Subsidiary Guaranteed Debt (a) | Subsidiary Non-Guarantors of Parent and Subsidiary Guaranteed Debt (b) | Subsidiary Non-Guarantors of Parent-Only Guaranteed Debt (a) + (b) | Consolidating/ Eliminating Adjustments | Total | |||||||||||||||||||||
Assets | |||||||||||||||||||||||||||
Current assets | |||||||||||||||||||||||||||
Cash and cash equivalents | $ | 7.4 | $ | 911.9 | $ | 353.8 | $ | 484.4 | $ | 838.2 | $ | — | $ | 1,757.5 | |||||||||||||
Restricted cash | — | — | — | 833.6 | 833.6 | — | 833.6 | ||||||||||||||||||||
Receivables, less allowance for doubtful accounts | 0.1 | 19.5 | 348.0 | 212.9 | 560.9 | — | 580.5 | ||||||||||||||||||||
Deferred income taxes | — | 17.4 | 75.7 | 21.8 | 97.5 | — | 114.9 | ||||||||||||||||||||
Prepayments and other current assets | 5.0 | 8.3 | 66.8 | 69.9 | 136.7 | — | 150.0 | ||||||||||||||||||||
Inventories | — | 0.3 | 31.7 | 20.0 | 51.7 | — | 52.0 | ||||||||||||||||||||
Intercompany receivables | 29.6 | 295.5 | 136.8 | 97.2 | 234.0 | (559.1 | ) | — | |||||||||||||||||||
Assets held for sale | — | — | — | 5.1 | 5.1 | — | 5.1 | ||||||||||||||||||||
Total current assets | 42.1 | 1,252.9 | 1,012.8 | 1,744.9 | 2,757.7 | (559.1 | ) | 3,493.6 | |||||||||||||||||||
Property and equipment, net | — | 189.9 | 8,534.6 | 6,977.2 | 15,511.8 | — | 15,701.7 | ||||||||||||||||||||
Goodwill | — | — | 1,331.0 | 1,829.3 | 3,160.3 | — | 3,160.3 | ||||||||||||||||||||
Intangible assets other than goodwill | — | 4.2 | 3,183.0 | 798.5 | 3,981.5 | — | 3,985.7 | ||||||||||||||||||||
Investments in subsidiaries | — | 11,669.6 | 920.3 | 790.7 | 1,711.0 | (13,380.6 | ) | — | |||||||||||||||||||
Investments in and advances to non-consolidated affiliates | — | — | 3.0 | 97.4 | 100.4 | — | 100.4 | ||||||||||||||||||||
Restricted cash | — | — | — | 364.6 | 364.6 | — | 364.6 | ||||||||||||||||||||
Deferred charges and other | 7.5 | 298.4 | 184.8 | 236.6 | 421.4 | (6.7 | ) | 720.6 | |||||||||||||||||||
Intercompany receivables | 563.1 | 1,089.6 | 585.9 | 153.8 | 739.7 | (2,392.4 | ) | — | |||||||||||||||||||
Assets held for sale | — | — | — | 471.2 | 471.2 | — | 471.2 | ||||||||||||||||||||
$ | 612.7 | $ | 14,504.6 | $ | 15,755.4 | $ | 13,464.2 | $ | 29,219.6 | $ | (16,338.8 | ) | $ | 27,998.1 | |||||||||||||
Liabilities and Stockholders’ (Deficit)/Equity | |||||||||||||||||||||||||||
Current liabilities | |||||||||||||||||||||||||||
Accounts payable | $ | 3.9 | $ | 75.9 | $ | 156.5 | $ | 139.9 | $ | 296.4 | $ | — | $ | 376.2 | |||||||||||||
Interest payable | — | 176.0 | 0.4 | 57.3 | 57.7 | — | 233.7 | ||||||||||||||||||||
Accrued expenses | 3.7 | 164.7 | 434.7 | 491.6 | 926.3 | — | 1,094.7 | ||||||||||||||||||||
Current portion of long-term debt | — | 126.2 | 10.7 | 743.0 | 753.7 | — | 879.9 | ||||||||||||||||||||
Intercompany payables | 15.9 | 88.1 | 284.8 | 170.3 | 455.1 | (559.1 | ) | — | |||||||||||||||||||
Liabilities held for sale | — | — | — | 3.8 | 3.8 | — | 3.8 | ||||||||||||||||||||
Total current liabilities | 23.5 | 630.9 | 887.1 | 1,605.9 | 2,493.0 | (559.1 | ) | 2,588.3 | |||||||||||||||||||
Long-term debt | — | 15,257.0 | 64.8 | 6,122.9 | 6,187.7 | (912.5 | ) | 20,532.2 | |||||||||||||||||||
Accumulated losses of subsidiaries in excess of investment | 925.4 | — | — | — | — | (925.4 | ) | — | |||||||||||||||||||
Deferred credits and other | 4.1 | 535.0 | 160.2 | 123.7 | 283.9 | — | 823.0 | ||||||||||||||||||||
Deferred income taxes | — | 422.6 | 2,188.9 | 1,714.7 | 3,903.6 | 7.9 | 4,334.1 | ||||||||||||||||||||
Intercompany payables | 55.0 | 614.5 | 871.7 | 851.2 | 1,722.9 | (2,392.4 | ) | — | |||||||||||||||||||
Liabilities held for sale | — | — | — | 52.1 | 52.1 | — | 52.1 | ||||||||||||||||||||
1,008.0 | 17,460.0 | 4,172.7 | 10,470.5 | 14,643.2 | (4,781.5 | ) | 28,329.7 | ||||||||||||||||||||
Total Caesars stockholders’ (deficit)/equity | (395.3 | ) | (2,955.4 | ) | 11,582.7 | 2,913.6 | 14,496.3 | (11,557.3 | ) | (411.7 | ) | ||||||||||||||||
Non-controlling interests | — | — | — | 80.1 | 80.1 | — | 80.1 | ||||||||||||||||||||
Total (deficit)/equity | (395.3 | ) | (2,955.4 | ) | 11,582.7 | 2,993.7 | 14,576.4 | (11,557.3 | ) | (331.6 | ) | ||||||||||||||||
$ | 612.7 | $ | 14,504.6 | $ | 15,755.4 | $ | 13,464.2 | $ | 29,219.6 | $ | (16,338.8 | ) | $ | 27,998.1 |
CEC (Parent Guarantor) | Subsidiary Issuer | Subsidiary Guarantors of Parent and Subsidiary Guaranteed Debt (a) | Subsidiary Non-Guarantors of Parent and Subsidiary Guaranteed Debt (b) | Subsidiary Non-Guarantors of Parent-Only Guaranteed Debt (a) + (b) | Consolidating/ Eliminating Adjustments | Total | |||||||||||||||||||||
Revenues | |||||||||||||||||||||||||||
Casino | $ | — | $ | 16.5 | $ | 865.9 | $ | 552.7 | $ | 1,418.6 | $ | — | $ | 1,435.1 | |||||||||||||
Food and beverage | — | 3.5 | 208.3 | 174.3 | 382.6 | — | 386.1 | ||||||||||||||||||||
Rooms | — | 4.8 | 164.2 | 153.3 | 317.5 | — | 322.3 | ||||||||||||||||||||
Management fees | — | 1.7 | 14.2 | 6.4 | 20.6 | (5.1 | ) | 17.2 | |||||||||||||||||||
Other | — | 11.9 | 92.7 | 225.0 | 317.7 | (44.8 | ) | 284.8 | |||||||||||||||||||
Less: casino promotional allowances | — | (4.8 | ) | (168.9 | ) | (113.6 | ) | (282.5 | ) | — | (287.3 | ) | |||||||||||||||
Net revenues | — | 33.6 | 1,176.4 | 998.1 | 2,174.5 | (49.9 | ) | 2,158.2 | |||||||||||||||||||
Operating expenses | |||||||||||||||||||||||||||
Direct | |||||||||||||||||||||||||||
Casino | — | 9.4 | 516.1 | 294.1 | 810.2 | — | 819.6 | ||||||||||||||||||||
Food and beverage | — | 1.4 | 87.5 | 80.6 | 168.1 | — | 169.5 | ||||||||||||||||||||
Rooms | — | 0.7 | 40.2 | 41.3 | 81.5 | — | 82.2 | ||||||||||||||||||||
Property, general, administrative, and other | — | 1.7 | 290.7 | 342.2 | 632.9 | (40.8 | ) | 593.8 | |||||||||||||||||||
Depreciation and amortization | — | 0.9 | 85.6 | 54.8 | 140.4 | — | 141.3 | ||||||||||||||||||||
Write-downs, reserves, and project opening costs, net of recoveries | — | 0.5 | 16.7 | 6.2 | 22.9 | — | 23.4 | ||||||||||||||||||||
Intangible and tangible asset impairment charges | — | — | 80.3 | 24.4 | 104.7 | — | 104.7 | ||||||||||||||||||||
(Income)/loss on interests in non-consolidated affiliates | — | — | (0.2 | ) | 14.0 | 13.8 | — | 13.8 | |||||||||||||||||||
Loss/(income) on interests in subsidiaries | 208.0 | (44.7 | ) | (11.0 | ) | — | (11.0 | ) | (152.3 | ) | — | ||||||||||||||||
Corporate expense | 6.2 | 25.5 | 7.2 | 11.5 | 18.7 | (9.1 | ) | 41.3 | |||||||||||||||||||
Acquisition and integration costs | — | 4.9 | 0.2 | (2.9 | ) | (2.7 | ) | — | 2.2 | ||||||||||||||||||
Amortization of intangible assets | — | 0.2 | 22.1 | 18.8 | 40.9 | — | 41.1 | ||||||||||||||||||||
Total operating expenses | 214.2 | 0.5 | 1,135.4 | 885.0 | 2,020.4 | (202.2 | ) | 2,032.9 | |||||||||||||||||||
(Loss)/income from operations | (214.2 | ) | 33.1 | 41.0 | 113.1 | 154.1 | 152.3 | 125.3 | |||||||||||||||||||
Interest expense, net of interest capitalized | 4.1 | (499.6 | ) | (14.6 | ) | (84.8 | ) | (99.4 | ) | 54.8 | (540.1 | ) | |||||||||||||||
Loss on early extinguishments of debt | — | — | — | 41.3 | 41.3 | — | 41.3 | ||||||||||||||||||||
Gain on partial sale of subsidiary | — | — | (8.9 | ) | 53.0 | 44.1 | — | 44.1 | |||||||||||||||||||
Other income, including interest income | 3.5 | 12.7 | 5.1 | 47.1 | 52.2 | (63.6 | ) | 4.8 | |||||||||||||||||||
(Loss)/income from continuing operations before income taxes | (206.6 | ) | (453.8 | ) | 22.6 | 169.7 | 192.3 | 143.5 | (324.6 | ) | |||||||||||||||||
(Provision)/benefit for income taxes | (0.5 | ) | 168.5 | (9.5 | ) | (45.9 | ) | (55.4 | ) | 3.1 | 115.7 | ||||||||||||||||
Net (loss)/income from continuing operations, net of taxes | (207.1 | ) | (285.3 | ) | 13.1 | 123.8 | 136.9 | 146.6 | (208.9 | ) | |||||||||||||||||
Discontinued operations | |||||||||||||||||||||||||||
Loss from discontinued operations | — | — | — | (0.3 | ) | (0.3 | ) | — | (0.3 | ) | |||||||||||||||||
Benefit for income taxes | — | — | — | — | — | — | — | ||||||||||||||||||||
Loss from discontinued operations, net of income taxes | — | — | — | (0.3 | ) | (0.3 | ) | — | (0.3 | ) | |||||||||||||||||
Net (loss)/income | (207.1 | ) | (285.3 | ) | 13.1 | 123.5 | 136.6 | 146.6 | (209.2 | ) | |||||||||||||||||
Less: net income attributable to non-controlling interests | — | — | — | (3.0 | ) | (3.0 | ) | — | (3.0 | ) | |||||||||||||||||
Net (loss)/income attributable to Caesars | (207.1 | ) | (285.3 | ) | 13.1 | 120.5 | 133.6 | 146.6 | (212.2 | ) | |||||||||||||||||
Other comprehensive (loss)/income: | |||||||||||||||||||||||||||
Total other comprehensive (loss)/income, net of income taxes | — | 0.2 | — | (65.0 | ) | (65.0 | ) | 54.9 | (9.9 | ) | |||||||||||||||||
Less: foreign currency translation adjustments attributable to non-controlling interests, net of income taxes | — | — | — | 0.1 | 0.1 | — | 0.1 | ||||||||||||||||||||
Comprehensive (loss)/income attributable to Caesars | $ | (207.1 | ) | $ | (285.1 | ) | $ | 13.1 | $ | 55.6 | $ | 68.7 | $ | 201.5 | $ | (222.0 | ) |
CEC (Parent Guarantor) | Subsidiary Issuer | Subsidiary Guarantors of Parent and Subsidiary Guaranteed Debt (a) | Subsidiary Non-Guarantors of Parent and Subsidiary Guaranteed Debt (b) | Subsidiary Non-Guarantors of Parent-Only Guaranteed Debt (a) + (b) | Consolidating/ Eliminating Adjustments | Total | |||||||||||||||||||||
Revenues | |||||||||||||||||||||||||||
Casino | $ | — | $ | 15.3 | $ | 959.8 | $ | 576.8 | $ | 1,536.6 | $ | — | $ | 1,551.9 | |||||||||||||
Food and beverage | — | 3.3 | 208.2 | 173.8 | 382.0 | — | 385.3 | ||||||||||||||||||||
Rooms | — | 5.3 | 163.8 | 147.3 | 311.1 | — | 316.4 | ||||||||||||||||||||
Management fees | — | 2.1 | 13.4 | 1.9 | 15.3 | (5.1 | ) | 12.3 | |||||||||||||||||||
Other | — | 6.3 | 90.5 | 145.8 | 236.3 | (39.8 | ) | 202.8 | |||||||||||||||||||
Less: casino promotional allowances | — | (5.3 | ) | (181.0 | ) | (118.7 | ) | (299.7 | ) | — | (305.0 | ) | |||||||||||||||
Net revenues | — | 27.0 | 1,254.7 | 926.9 | 2,181.6 | (44.9 | ) | 2,163.7 | |||||||||||||||||||
Operating expenses | |||||||||||||||||||||||||||
Direct | |||||||||||||||||||||||||||
Casino | — | 9.6 | 556.4 | 332.1 | 888.5 | — | 898.1 | ||||||||||||||||||||
Food and beverage | — | 1.6 | 84.2 | 83.9 | 168.1 | — | 169.7 | ||||||||||||||||||||
Rooms | — | 0.5 | 39.1 | 41.1 | 80.2 | — | 80.7 | ||||||||||||||||||||
Property, general, administrative, and other | — | 3.3 | 281.1 | 276.6 | 557.7 | (40.1 | ) | 520.9 | |||||||||||||||||||
Depreciation and amortization | — | 1.7 | 110.0 | 63.8 | 173.8 | — | 175.5 | ||||||||||||||||||||
Write-downs, reserves, and project opening costs, net of recoveries | — | 1.5 | 6.2 | 0.2 | 6.4 | — | 7.9 | ||||||||||||||||||||
Intangible and tangible asset impairment charges | — | — | 33.0 | — | 33.0 | — | 33.0 | ||||||||||||||||||||
Loss on interests in non-consolidated affiliates | — | — | 0.9 | 2.3 | 3.2 | — | 3.2 | ||||||||||||||||||||
Loss/(income) on interests in subsidiaries | 240.0 | (9.5 | ) | (7.6 | ) | — | (7.6 | ) | (222.9 | ) | — | ||||||||||||||||
Corporate expense | 6.5 | 25.8 | 7.2 | 6.6 | 13.8 | (4.8 | ) | 41.3 | |||||||||||||||||||
Acquisition and integration costs | — | 0.8 | — | 0.3 | 0.3 | — | 1.1 | ||||||||||||||||||||
Amortization of intangible assets | — | 0.2 | 26.3 | 16.7 | 43.0 | — | 43.2 | ||||||||||||||||||||
Total operating expenses | 246.5 | 35.5 | 1,136.8 | 823.6 | 1,960.4 | (267.8 | ) | 1,974.6 | |||||||||||||||||||
(Loss)/income from operations | (246.5 | ) | (8.5 | ) | 117.9 | 103.3 | 221.2 | 222.9 | 189.1 | ||||||||||||||||||
Interest expense, net of interest capitalized | — | (461.8 | ) | (6.8 | ) | (76.7 | ) | (83.5 | ) | 48.8 | (496.5 | ) | |||||||||||||||
Gains on early extinguishments of debt | — | — | — | 33.7 | 33.7 | — | 33.7 | ||||||||||||||||||||
Other income, including interest income | 3.9 | 14.3 | 5.2 | 31.9 | 37.1 | (48.8 | ) | 6.5 | |||||||||||||||||||
(Loss)/income from continuing operations before income taxes | (242.6 | ) | (456.0 | ) | 116.3 | 92.2 | 208.5 | 222.9 | (267.2 | ) | |||||||||||||||||
Benefit/(provision) for income taxes | 0.9 | 168.9 | (38.3 | ) | (30.4 | ) | (68.7 | ) | 4.8 | 105.9 | |||||||||||||||||
(Loss)/income from continuing operations, net of income taxes | (241.7 | ) | (287.1 | ) | 78.0 | 61.8 | 139.8 | 227.7 | (161.3 | ) | |||||||||||||||||
Discontinued operations | |||||||||||||||||||||||||||
Income/(loss) from discontinued operations | — | — | 22.9 | (107.3 | ) | (84.4 | ) | — | (84.4 | ) | |||||||||||||||||
(Provision)/benefit for income taxes | — | — | (4.0 | ) | 12.7 | 8.7 | (4.8 | ) | 3.9 | ||||||||||||||||||
Income/(loss) from discontinued operations, net of income taxes | — | — | 18.9 | (94.6 | ) | (75.7 | ) | (4.8 | ) | (80.5 | ) | ||||||||||||||||
Net (loss)/income | (241.7 | ) | (287.1 | ) | 96.9 | (32.8 | ) | 64.1 | 222.9 | (241.8 | ) | ||||||||||||||||
Less: net loss attributable to non-controlling interests | — | — | — | 0.1 | 0.1 | — | 0.1 | ||||||||||||||||||||
Net (loss)/income attributable to Caesars | (241.7 | ) | (287.1 | ) | 96.9 | (32.7 | ) | 64.2 | 222.9 | (241.7 | ) | ||||||||||||||||
Other comprehensive (loss)/income: | |||||||||||||||||||||||||||
Total other comprehensive (loss)/income, net of income taxes | — | (13.6 | ) | — | 16.5 | 16.5 | — | 2.9 | |||||||||||||||||||
Less: foreign currency translation adjustments attributable to non-controlling interests, net of income taxes | — | — | — | (0.5 | ) | (0.5 | ) | — | (0.5 | ) | |||||||||||||||||
Comprehensive (loss)/income attributable to Caesars | $ | (241.7 | ) | $ | (300.7 | ) | $ | 96.9 | $ | (16.7 | ) | $ | 80.2 | $ | 222.9 | $ | (239.3 | ) |
CEC (Parent Guarantor) | Subsidiary Issuer | Subsidiary Guarantors of Parent and Subsidiary Guaranteed Debt (a) | Subsidiary Non-Guarantors of Parent and Subsidiary Guaranteed Debt (b) | Subsidiary Non-Guarantors of Parent-Only Guaranteed Debt (a) + (b) | Consolidating/ Eliminating Adjustments | Total | |||||||||||||||||||||
Revenues | |||||||||||||||||||||||||||
Casino | $ | — | $ | 28.5 | $ | 1,780.4 | $ | 1,121.3 | $ | 2,901.7 | $ | — | $ | 2,930.2 | |||||||||||||
Food and beverage | — | 6.3 | 412.6 | 347.3 | 759.9 | — | 766.2 | ||||||||||||||||||||
Rooms | — | 8.1 | 313.4 | 289.0 | 602.4 | — | 610.5 | ||||||||||||||||||||
Management fees | — | — | 30.7 | 11.1 | 41.8 | (14.0 | ) | 27.8 | |||||||||||||||||||
Other | — | 25.3 | 181.9 | 430.7 | 612.6 | (90.3 | ) | 547.6 | |||||||||||||||||||
Less: casino promotional allowances | — | (8.4 | ) | (340.2 | ) | (232.5 | ) | (572.7 | ) | — | (581.1 | ) | |||||||||||||||
Net revenues | — | 59.8 | 2,378.8 | 1,966.9 | 4,345.7 | (104.3 | ) | 4,301.2 | |||||||||||||||||||
Operating expenses | |||||||||||||||||||||||||||
Direct | |||||||||||||||||||||||||||
Casino | — | 17.9 | 1,037.9 | 598.6 | 1,636.5 | — | 1,654.4 | ||||||||||||||||||||
Food and beverage | — | 2.7 | 172.7 | 159.3 | 332.0 | — | 334.7 | ||||||||||||||||||||
Rooms | — | 1.2 | 74.9 | 79.4 | 154.3 | — | 155.5 | ||||||||||||||||||||
Property, general, administrative, and other | — | 6.0 | 585.8 | 667.2 | 1,253.0 | (83.8 | ) | 1,175.2 | |||||||||||||||||||
Depreciation and amortization | — | 2.0 | 186.6 | 114.5 | 301.1 | (0.1 | ) | 303.0 | |||||||||||||||||||
Write-downs, reserves, and project opening costs, net of recoveries | — | 0.5 | 21.4 | 22.2 | 43.6 | — | 44.1 | ||||||||||||||||||||
Intangible and tangible asset impairment charges | — | — | 100.3 | 24.4 | 124.7 | — | 124.7 | ||||||||||||||||||||
Income on interests in non-consolidated affiliates. | — | — | (0.3 | ) | 16.7 | 16.4 | — | 16.4 | |||||||||||||||||||
Loss/(income) on interests in subsidiaries | 428.4 | (176.3 | ) | (6.9 | ) | — | (6.9 | ) | (245.2 | ) | — | ||||||||||||||||
Corporate expense | 7.9 | 55.9 | 8.7 | 25.3 | 34.0 | (20.5 | ) | 77.3 | |||||||||||||||||||
Acquisition and integration costs | — | 16.5 | 0.2 | 49.7 | 49.9 | — | 66.4 | ||||||||||||||||||||
Amortization of intangible assets | — | 0.3 | 44.2 | 38.0 | 82.2 | — | 82.5 | ||||||||||||||||||||
Total operating expenses | 436.3 | (73.3 | ) | 2,225.5 | 1,795.3 | 4,020.8 | (349.6 | ) | 4,034.2 | ||||||||||||||||||
(Loss)/income from operations | (436.3 | ) | 133.1 | 153.3 | 171.6 | 324.9 | 245.3 | 267.0 | |||||||||||||||||||
Interest expense, net of interest capitalized | 3.5 | (1,014.7 | ) | (29.3 | ) | (186.4 | ) | (215.7 | ) | 112.1 | (1,114.8 | ) | |||||||||||||||
Gains on early extinguishments of debt | — | (29.3 | ) | — | 33.9 | 33.9 | — | 4.6 | |||||||||||||||||||
Gain on partial sale of subsidiary | — | — | (8.9 | ) | 53.0 | 44.1 | — | 44.1 | |||||||||||||||||||
Other income, including interest income | 16.1 | 29.7 | 10.1 | 91.2 | 101.3 | (138.8 | ) | 8.3 | |||||||||||||||||||
(Loss)/income from continuing operations before income taxes | (416.7 | ) | (881.2 | ) | 125.2 | 163.3 | 288.5 | 218.6 | (790.8 | ) | |||||||||||||||||
Benefit/(provision) for income taxes | (1.3 | ) | 373.2 | 58.2 | (30.7 | ) | 27.5 | 6.6 | 406.0 | ||||||||||||||||||
Net (loss)/income from continuing operations, net of taxes | (418.0 | ) | (508.0 | ) | 183.4 | 132.6 | 316.0 | 225.2 | (384.8 | ) | |||||||||||||||||
Discontinued operations | |||||||||||||||||||||||||||
Income from discontinued operations | — | — | (0.8 | ) | (43.4 | ) | (44.2 | ) | — | (44.2 | ) | ||||||||||||||||
Provision for income taxes | — | — | 0.4 | 2.4 | 2.8 | — | 2.8 | ||||||||||||||||||||
Income from discontinued operations, net of income taxes | — | — | (0.4 | ) | (41.0 | ) | (41.4 | ) | — | (41.4 | ) | ||||||||||||||||
Net (loss)/income | (418.0 | ) | (508.0 | ) | 183.0 | 91.6 | 274.6 | 225.2 | (426.2 | ) | |||||||||||||||||
Less: net loss attributable to non-controlling interests | — | — | — | (3.9 | ) | (3.9 | ) | — | (3.9 | ) | |||||||||||||||||
Net (loss)/income attributable to Caesars | (418.0 | ) | (508.0 | ) | 183.0 | 87.7 | 270.7 | 225.2 | (430.1 | ) | |||||||||||||||||
Other comprehensive (loss)/income: | |||||||||||||||||||||||||||
Total other comprehensive (loss)/income, net of income taxes | — | (12.9 | ) | — | (5.0 | ) | (5.0 | ) | (5.0 | ) | (22.9 | ) | |||||||||||||||
Less: foreign currency translation adjustments attributable to non-controlling interests, net of income taxes | — | — | — | 0.1 | 0.1 | — | 0.1 | ||||||||||||||||||||
Comprehensive (loss)/income attributable to Caesars | $ | (418.0 | ) | $ | (520.9 | ) | $ | 183.0 | $ | 82.8 | $ | 265.8 | $ | 220.2 | $ | (452.9 | ) |
CEC (Parent Guarantor) | Subsidiary Issuer | Subsidiary Guarantors of Parent and Subsidiary Guaranteed Debt (a) | Subsidiary Non-Guarantors of Parent and Subsidiary Guaranteed Debt (b) | Subsidiary Non-Guarantors of Parent-Only Guaranteed Debt (a) + (b) | Consolidating/ Eliminating Adjustments | Total | |||||||||||||||||||||
Revenues | |||||||||||||||||||||||||||
Casino | $ | — | $ | 25.6 | $ | 1,966.9 | $ | 1,184.4 | $ | 3,151.3 | $ | — | $ | 3,176.9 | |||||||||||||
Food and beverage | — | 6.0 | 413.4 | 348.0 | 761.4 | — | 767.4 | ||||||||||||||||||||
Rooms | — | 8.5 | 321.0 | 290.7 | 611.7 | — | 620.2 | ||||||||||||||||||||
Management fees | — | 2.2 | 30.0 | 3.0 | 33.0 | (13.3 | ) | 21.9 | |||||||||||||||||||
Other | — | 20.3 | 190.7 | 272.3 | 463.0 | (85.1 | ) | 398.2 | |||||||||||||||||||
Less: casino promotional allowances | — | (9.0 | ) | (364.2 | ) | (241.6 | ) | (605.8 | ) | — | (614.8 | ) | |||||||||||||||
Net revenues | — | 53.6 | 2,557.8 | 1,856.8 | 4,414.6 | (98.4 | ) | 4,369.8 | |||||||||||||||||||
Operating expenses | |||||||||||||||||||||||||||
Direct | |||||||||||||||||||||||||||
Casino | — | 17.8 | 1,131.9 | 673.2 | 1,805.1 | — | 1,822.9 | ||||||||||||||||||||
Food and beverage | — | 3.0 | 166.2 | 162.3 | 328.5 | — | 331.5 | ||||||||||||||||||||
Rooms | — | 0.8 | 74.2 | 80.8 | 155.0 | — | 155.8 | ||||||||||||||||||||
Property, general, administrative, and other | — | 13.0 | 573.9 | 526.1 | 1,100.0 | (81.3 | ) | 1,031.7 | |||||||||||||||||||
Depreciation and amortization | — | 3.4 | 218.4 | 133.2 | 351.6 | — | 355.0 | ||||||||||||||||||||
Write-downs, reserves, and project opening costs, net of recoveries | — | 4.6 | 15.7 | 3.8 | 19.5 | — | 24.1 | ||||||||||||||||||||
Intangible and tangible asset impairment charges | — | — | 200.5 | 6.5 | 207.0 | — | 207.0 | ||||||||||||||||||||
Loss on interests in non-consolidated affiliates | — | — | 0.8 | 9.5 | 10.3 | — | 10.3 | ||||||||||||||||||||
Loss/(income) on interests in subsidiaries | 520.3 | (5.0 | ) | 4.9 | — | 4.9 | (520.2 | ) | — | ||||||||||||||||||
Corporate expense | 12.1 | 63.5 | 13.9 | 21.1 | 35.0 | (17.1 | ) | 93.5 | |||||||||||||||||||
Acquisition and integration costs | — | 0.7 | — | 0.5 | 0.5 | — | 1.2 | ||||||||||||||||||||
Amortization of intangible assets | — | 0.3 | 49.6 | 36.5 | 86.1 | — | 86.4 | ||||||||||||||||||||
Total operating expenses | 532.4 | 102.1 | 2,450.0 | 1,653.5 | 4,103.5 | (618.6 | ) | 4,119.4 | |||||||||||||||||||
(Loss)/income from operations | (532.4 | ) | (48.5 | ) | 107.8 | 203.3 | 311.1 | 520.2 | 250.4 | ||||||||||||||||||
Interest expense, net of interest capitalized | — | (970.9 | ) | (14.5 | ) | (171.9 | ) | (186.4 | ) | 98.8 | (1,058.5 | ) | |||||||||||||||
Gains on early extinguishments of debt | — | — | — | 79.5 | 79.5 | — | 79.5 | ||||||||||||||||||||
Other income, including interest income | 9.0 | 29.2 | 10.8 | 64.5 | 75.3 | (98.8 | ) | 14.7 | |||||||||||||||||||
(Loss)/income from continuing operations before income taxes | (523.4 | ) | (990.2 | ) | 104.1 | 175.4 | 279.5 | 520.2 | (713.9 | ) | |||||||||||||||||
Benefit/(provision) for income taxes | 1.1 | 354.1 | (39.4 | ) | (60.4 | ) | (99.8 | ) | 8.8 | 264.2 | |||||||||||||||||
(Loss)/income from continuing operations, net of income taxes | (522.3 | ) | (636.1 | ) | 64.7 | 115.0 | 179.7 | 529.0 | (449.7 | ) | |||||||||||||||||
Discontinued operations | |||||||||||||||||||||||||||
Income/(loss) from discontinued operations | — | — | 41.9 | (112.1 | ) | (70.2 | ) | — | (70.2 | ) | |||||||||||||||||
(Provision)/benefit for income taxes | — | — | (7.4 | ) | 13.2 | 5.8 | (8.8 | ) | (3.0 | ) | |||||||||||||||||
Income/(loss) from discontinued operations, net of income taxes | — | — | 34.5 | (98.9 | ) | (64.4 | ) | (8.8 | ) | (73.2 | ) | ||||||||||||||||
Net (loss)/income | (522.3 | ) | (636.1 | ) | 99.2 | 16.1 | 115.3 | 520.2 | (522.9 | ) | |||||||||||||||||
Less: net loss attributable to non-controlling interests | — | — | — | 0.6 | 0.6 | — | 0.6 | ||||||||||||||||||||
Net (loss)/income attributable to Caesars | (522.3 | ) | (636.1 | ) | 99.2 | 16.7 | 115.9 | 520.2 | (522.3 | ) | |||||||||||||||||
Other comprehensive (loss)/income: | |||||||||||||||||||||||||||
Total other comprehensive (loss)/income, net of income taxes | — | (25.8 | ) | — | 38.0 | 38.0 | — | 12.2 | |||||||||||||||||||
Less: foreign currency translation adjustments attributable to non-controlling interests, net of income taxes | — | — | — | (1.5 | ) | (1.5 | ) | — | (1.5 | ) | |||||||||||||||||
Comprehensive (loss)/income attributable to Caesars | $ | (522.3 | ) | $ | (661.9 | ) | $ | 99.2 | $ | 53.2 | $ | 152.4 | $ | 520.2 | $ | (511.6 | ) |
CEC (Parent Guarantor) | Subsidiary Issuer | Subsidiary Guarantors of Parent and Subsidiary Guaranteed Debt (a) | Subsidiary Non-Guarantors of Parent and Subsidiary Guaranteed Debt (b) | Subsidiary Non-Guarantors of Parent-Only Guaranteed Debt (a) + (b) | Consolidating/ Eliminating Adjustments | Total | |||||||||||||||||||||
Cash flows provided by/(used in) operating activities | $ | 215.2 | $ | (492.7 | ) | $ | 120.3 | $ | 99.4 | $ | 219.7 | $ | 0.8 | $ | (57.0 | ) | |||||||||||
Cash flows from investing activities | |||||||||||||||||||||||||||
Acquisitions of property and equipment, net of change in related payables | — | (3.9 | ) | (159.9 | ) | (156.5 | ) | (316.4 | ) | — | (320.3 | ) | |||||||||||||||
Change in restricted cash | (10.5 | ) | — | (1.0 | ) | 875.3 | 874.3 | — | 863.8 | ||||||||||||||||||
Proceeds from partial sale of a subsidiary, net of cash deconsolidated | — | — | (25.7 | ) | 76.1 | 50.4 | — | 50.4 | |||||||||||||||||||
Investments in/advances to non-consolidated affiliates and other | — | — | — | (27.8 | ) | (27.8 | ) | — | (27.8 | ) | |||||||||||||||||
Purchase of additional interests in subsidiaries | (267.5 | ) | (7.4 | ) | — | — | — | 274.9 | — | ||||||||||||||||||
Dividends received | — | 48.4 | 74.2 | — | 74.2 | (122.6 | ) | — | |||||||||||||||||||
Purchases of investment securities | — | — | — | (1.7 | ) | (1.7 | ) | — | (1.7 | ) | |||||||||||||||||
Proceeds from the sale and maturity of investment securities | — | — | — | 16.1 | 16.1 | — | 16.1 | ||||||||||||||||||||
Other | (0.2 | ) | (0.1 | ) | (2.4 | ) | (4.3 | ) | (6.7 | ) | — | (7.0 | ) | ||||||||||||||
Cash flows (used in)/provided by investing activities | (278.2 | ) | 37.0 | (114.8 | ) | 777.2 | 662.4 | 152.3 | 573.5 | ||||||||||||||||||
Cash flows from financing activities | |||||||||||||||||||||||||||
Proceeds from issuance of long-term debt | — | 127.0 | — | 1,462.5 | 1,462.5 | — | 1,589.5 | ||||||||||||||||||||
Assumption of debt issued by non-guarantors | — | 2,199.4 | — | (2,199.4 | ) | (2,199.4 | ) | — | — | ||||||||||||||||||
Debt issuance costs and fees | — | (47.3 | ) | — | — | — | — | (47.3 | ) | ||||||||||||||||||
Cash paid for early extinguishments of debt | — | (1,783.3 | ) | — | (227.0 | ) | (227.0 | ) | — | (2,010.3 | ) | ||||||||||||||||
Cash paid for loan maturity extension fees | — | — | — | (23.3 | ) | (23.3 | ) | — | (23.3 | ) | |||||||||||||||||
Scheduled debt retirements | — | (5.6 | ) | (1.5 | ) | — | (1.5 | ) | — | (7.1 | ) | ||||||||||||||||
Dividends paid | — | — | (48.4 | ) | (74.2 | ) | (122.6 | ) | 122.6 | — | |||||||||||||||||
Contributions from non controlling interest owners | — | — | — | 35.3 | 35.3 | — | 35.3 | ||||||||||||||||||||
Issuance of common stock, net of fees | 12.6 | — | — | — | — | — | 12.6 | ||||||||||||||||||||
Other | — | — | (4.2 | ) | (8.8 | ) | (13.0 | ) | — | (13.0 | ) | ||||||||||||||||
Transfers from/(to) affiliates | 238.0 | (215.3 | ) | (0.2 | ) | 253.2 | 253.0 | (275.7 | ) | — | |||||||||||||||||
Cash flows provided by/(used in) financing activities | 250.6 | 274.9 | (54.3 | ) | (781.7 | ) | (836.0 | ) | (153.1 | ) | (463.6 | ) | |||||||||||||||
Cash flows from discontinued operations | |||||||||||||||||||||||||||
Cash flows from operating activities | — | — | (0.4 | ) | 0.8 | 0.4 | — | 0.4 | |||||||||||||||||||
Cash flows from investing activities | — | — | — | — | — | — | — | ||||||||||||||||||||
Net cash (used in)/provided by discontinued operations | — | — | (0.4 | ) | 0.8 | 0.4 | — | 0.4 | |||||||||||||||||||
Net increase/(decrease) in cash and cash equivalents | 187.6 | (180.8 | ) | (49.2 | ) | 95.7 | 46.5 | — | 53.3 | ||||||||||||||||||
Change in cash classified as assets held for sale | — | — | — | (0.1 | ) | (0.1 | ) | — | (0.1 | ) | |||||||||||||||||
Cash and cash equivalents, beginning of period | 7.4 | 911.9 | 353.8 | 484.4 | 838.2 | — | 1,757.5 | ||||||||||||||||||||
Cash and cash equivalents, end of period | $ | 195.0 | $ | 731.1 | $ | 304.6 | $ | 580.0 | $ | 884.6 | $ | — | $ | 1,810.7 |
CEC (Parent Guarantor) | Subsidiary Issuer | Subsidiary Guarantors of Parent and Subsidiary Guaranteed Debt (a) | Subsidiary Non-Guarantors of Parent and Subsidiary Guaranteed Debt (b) | Subsidiary Non-Guarantors of Parent-Only Guaranteed Debt (a) + (b) | Consolidating/ Eliminating Adjustments | Total | |||||||||||||||||||||
Cash flows provided by/(used in) operating activities | $ | 175.5 | $ | (137.9 | ) | $ | (99.7 | ) | $ | 133.6 | $ | 33.9 | $ | — | $ | 71.5 | |||||||||||
Cash flows from investing activities | |||||||||||||||||||||||||||
Acquisitions of property and equipment, net of change in related payables | — | (3.0 | ) | (66.0 | ) | (123.0 | ) | (189.0 | ) | — | (192.0 | ) | |||||||||||||||
Change in restricted cash | — | — | — | 100.7 | 100.7 | — | 100.7 | ||||||||||||||||||||
Payments to acquire businesses, net of transaction costs and cash acquired | — | — | — | 15.2 | 15.2 | — | 15.2 | ||||||||||||||||||||
Investments in/advances to non-consolidated affiliates | — | — | — | (13.9 | ) | (13.9 | ) | — | (13.9 | ) | |||||||||||||||||
Return of investment in subsidiary | — | — | 92.5 | — | 92.5 | (92.5 | ) | — | |||||||||||||||||||
Purchase of additional interests in subsidiaries | (127.7 | ) | (13.9 | ) | — | — | — | 141.6 | — | ||||||||||||||||||
Purchases of investment securities | — | — | — | (18.9 | ) | (18.9 | ) | — | (18.9 | ) | |||||||||||||||||
Proceeds from the sale and maturity of investment securities | — | — | — | 12.9 | 12.9 | — | 12.9 | ||||||||||||||||||||
Other | (0.8 | ) | — | (5.6 | ) | 2.2 | (3.4 | ) | — | (4.2 | ) | ||||||||||||||||
Cash flows (used in)/provided by investing activities | (128.5 | ) | (16.9 | ) | 20.9 | (24.8 | ) | (3.9 | ) | 49.1 | (100.2 | ) | |||||||||||||||
Cash flows from financing activities | |||||||||||||||||||||||||||
Proceeds from the issuance of long-term debt | — | 1,351.6 | — | 358.5 | 358.5 | — | 1,710.1 | ||||||||||||||||||||
Debt issuance costs and fees | — | (24.7 | ) | — | (7.2 | ) | (7.2 | ) | — | (31.9 | ) | ||||||||||||||||
Borrowings under lending agreements | — | 453.0 | — | — | — | — | 453.0 | ||||||||||||||||||||
Repayments under lending agreements | — | (608.0 | ) | — | — | — | — | (608.0 | ) | ||||||||||||||||||
Cash paid for early extinguishments of debt | — | (1,095.6 | ) | — | (355.0 | ) | (355.0 | ) | — | (1,450.6 | ) | ||||||||||||||||
Scheduled debt retirements | — | (7.6 | ) | (1.4 | ) | — | (1.4 | ) | — | (9.0 | ) | ||||||||||||||||
Purchase of additional interests in subsidiary | — | — | (9.6 | ) | — | (9.6 | ) | — | (9.6 | ) | |||||||||||||||||
Proceeds from sale of additional interest in a subsidiary | — | — | — | 32.2 | 32.2 | — | 32.2 | ||||||||||||||||||||
Issuance of common stock, net of fees | 17.4 | — | — | — | — | — | 17.4 | ||||||||||||||||||||
Other | — | — | (7.3 | ) | (3.8 | ) | (11.1 | ) | — | (11.1 | ) | ||||||||||||||||
Transfer (to)/from affiliates | (60.3 | ) | 176.3 | 0.1 | (67.0 | ) | (66.9 | ) | (49.1 | ) | — | ||||||||||||||||
Cash flows (used in)/provided by financing activities | (42.9 | ) | 245.0 | (18.2 | ) | (42.3 | ) | (60.5 | ) | (49.1 | ) | 92.5 | |||||||||||||||
Cash flows from discontinued operations | |||||||||||||||||||||||||||
Cash flows from operating activities | — | — | 28.6 | (0.8 | ) | 27.8 | — | 27.8 | |||||||||||||||||||
Cash flows from investing activities | — | — | (2.3 | ) | (0.2 | ) | (2.5 | ) | — | (2.5 | ) | ||||||||||||||||
Net cash provided by/(used in) discontinued operations | — | — | 26.3 | (1.0 | ) | 25.3 | — | 25.3 | |||||||||||||||||||
Net increase/(decrease) in cash and cash equivalents | 4.1 | 90.2 | (70.7 | ) | 65.5 | (5.2 | ) | — | 89.1 | ||||||||||||||||||
Change in cash classified as assets held for sale | — | — | 0.4 | 0.5 | 0.9 | — | 0.9 | ||||||||||||||||||||
Cash and cash equivalents, beginning of period | 3.9 | 16.6 | 372.5 | 498.2 | 870.7 | — | 891.2 | ||||||||||||||||||||
Cash and cash equivalents, end of period | $ | 8.0 | $ | 106.8 | $ | 302.2 | $ | 564.2 | $ | 866.4 | $ | — | $ | 981.2 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Las Vegas | Atlantic City | Other U.S. | Managed and International | |||
Caesars Palace | Harrah’s Atlantic City | Harrah’s New Orleans | Harrah’s Ak-Chin (e) | |||
Bally’s Las Vegas | Showboat Atlantic City | Harrah’s Louisiana Downs | Harrah’s Cherokee (e) | |||
Flamingo Las Vegas (a) | Bally’s Atlantic City | Horseshoe Bossier City | Harrah’s Rincon (e) | |||
Harrah’s Las Vegas | Caesars Atlantic City | Grand Casino Biloxi | Horseshoe Cleveland (e) (f) | |||
Paris Las Vegas | Harrah’s Philadelphia (c) | Harrah’s Tunica | Horseshoe Cincinnati (e) (f) | |||
Rio | Horseshoe Tunica | Conrad Punta del Este (g) | ||||
The Quad Resort & Casino | Tunica Roadhouse Hotel & Casino | Caesars Windsor (h) | ||||
Bill’s Gamblin’ Hall & Saloon (b) | Harrah’s North Kansas City | London Clubs International (i) | ||||
Planet Hollywood Resort & Casino | Harrah’s Council Bluffs | ThistleDown Racino (e) (f) | ||||
Horseshoe Council Bluffs/Bluffs Run | ||||||
Horseshoe Southern Indiana | ||||||
Harrah’s Joliet (d) | ||||||
Harrah’s Metropolis | ||||||
Horseshoe Hammond | ||||||
Harrah’s Reno | ||||||
Harrah’s Lake Tahoe | ||||||
Harveys Lake Tahoe | ||||||
Harrah's Laughlin |
(a) | Includes O'Shea's Casino, which is adjacent to this property. O'Shea's Casino temporarily ceased operations on April 30, 2012 and is expected to reopen in 2013 as part of The Quad Resort & Casino. |
(b) | Bill's Gamblin' Hall & Saloon temporarily closed in early February 2013 to accommodate the renovations into a boutique lifestyle hotel that includes a dayclub/nightclub. The renovated hotel and casino are expected to re-open as the Gansevoort Las Vegas in early 2014 and the dayclub/nightclub is expected to open in the first half of 2014. |
(c) | We have a 99.5% ownership interest in and manage this property. |
(d) | We have an 80% ownership interest in and manage this property. |
(e) | Managed. |
(f) | We have a 20% interest in Rock Ohio Caesars, LLC, which owns this property. |
(g) | On May 31, 2013, the Company sold 45% of its equity interest in Conrad Punta del Este and, as a result of this transaction, no longer consolidates its results, but instead accounts for it as an equity method investment. The results of Conrad Punta del Este are included in consolidated results through May 31, 2013 and the equity method income or loss is included in (loss)/income from operations beginning June 1, 2013. |
(h) | We operate this property and the province of Ontario owns the complex through the Ontario Lottery and Gaming Corporation. |
(i) | We own, operate, or manage nine casino clubs in the provinces of the United Kingdom and two in Egypt. We have a 70% ownership interest in and manage one casino in South Africa. |
Quarter Ended June 30, | Percent Favorable/ (Unfavorable) | Six Months Ended June 30, | Percent Favorable/ (Unfavorable) | ||||||||||||||||||
(Dollars in millions) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||
Casino revenues | $ | 1,435.1 | $ | 1,551.9 | (7.5 | )% | $ | 2,930.2 | $ | 3,176.9 | (7.8 | )% | |||||||||
Net revenues | 2,158.2 | 2,163.7 | (0.3 | )% | 4,301.2 | 4,369.8 | (1.6 | )% | |||||||||||||
Income from operations | 125.3 | 189.1 | (33.7 | )% | 267.0 | 250.4 | 6.6 | % | |||||||||||||
Loss from continuing operations, net of income taxes | (208.9 | ) | (161.3 | ) | (29.5 | )% | (384.8 | ) | (449.7 | ) | 14.4 | % | |||||||||
Loss from discontinued operations, net of income taxes | (0.3 | ) | (80.5 | ) | 99.6 | % | (41.4 | ) | (73.2 | ) | 43.4 | % | |||||||||
Net loss attributable to Caesars | (212.2 | ) | (241.7 | ) | 12.2 | % | (430.1 | ) | (522.3 | ) | 17.7 | % | |||||||||
Operating Margin (1) | 5.8 | % | 8.7 | % | (2.9) pts | 6.2 | % | 5.7 | % | 0.5 pts | |||||||||||
Property EBITDA (2) | $ | 492.8 | $ | 518.3 | (4.9 | )% | 979.9 | $ | 1,074.8 | (8.7 | )% |
Quarter Ended June 30, | Percent Favorable/ (Unfavorable) | Six Months Ended June 30, | Percent Favorable/ (Unfavorable) | ||||||||||||||||||
(Dollars in millions) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||
Casino revenues | $ | 344.2 | $ | 407.3 | (15.5 | )% | $ | 737.7 | $ | 824.4 | (10.5 | )% | |||||||||
Net revenues | 745.9 | 780.7 | (4.5 | )% | 1,497.5 | 1,552.3 | (3.5 | )% | |||||||||||||
Income from operations | 125.8 | 127.8 | (1.6 | )% | 230.1 | 247.9 | (7.2 | )% | |||||||||||||
Operating Margin (1) | 16.9 | % | 16.4 | % | 0.5 pts | 15.4 | % | 16.0 | % | (0.6) pts | |||||||||||
Property EBITDA (2) | 210.6 | 214.4 | (1.8 | )% | 408.5 | 425.7 | (4.0 | )% |
Quarter Ended June 30, | Percent Favorable/ (Unfavorable) | Six Months Ended June 30, | Percent Favorable/ (Unfavorable) | ||||||||||||||||||
(Dollars in millions) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||
Casino revenues | $ | 334.3 | $ | 366.1 | (8.7 | )% | $ | 644.9 | $ | 738.5 | (12.7 | )% | |||||||||
Net revenues | 400.1 | 436.5 | (8.3 | )% | 765.4 | 868.9 | (11.9 | )% | |||||||||||||
Income/(loss) from operations | 1.9 | 16.3 | (88.3 | )% | (1.3 | ) | 35.1 | (103.7 | )% | ||||||||||||
Operating Margin (1) | 0.5 | % | 3.7 | % | (3.2) pts | (0.2 | )% | 4.0 | % | (4.2) pts | |||||||||||
Property EBITDA (2) | 63.1 | 67.1 | (5.9 | )% | 114.3 | 137.1 | (16.6 | )% |
Quarter Ended June 30, | Percent Favorable/ (Unfavorable) | Six Months Ended June 30, | Percent Favorable/ (Unfavorable) | ||||||||||||||||||
(Dollars in millions) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||
Casino Revenues | $ | 674.4 | $ | 686.2 | (1.7 | )% | $ | 1,355.1 | $ | 1,407.1 | (3.7 | )% | |||||||||
Net revenues | 748.1 | 756.6 | (1.1 | )% | 1,497.3 | 1,552.5 | (3.6 | )% | |||||||||||||
Income from operations | 44.3 | 111.7 | (60.3 | )% | 145.8 | 62.5 | 133.3 | % | |||||||||||||
Operating Margin (1) | 5.9 | % | 14.8 | % | (8.9) pts | 9.7 | % | 4.0 | % | 5.7 pts | |||||||||||
Property EBITDA (2) | 182.3 | 177.6 | 2.6 | % | 360.6 | 364.3 | (1.0 | )% |
Quarter Ended June 30, | Percent Favorable/ (Unfavorable) | Six Months Ended June 30, | Percent Favorable/ (Unfavorable) | ||||||||||||||||||
(Dollars in millions) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||
Net revenues | |||||||||||||||||||||
Managed | $ | 85.2 | $ | 14.0 | 508.6 | % | $ | 157.0 | $ | 25.0 | 528.0 | % | |||||||||
International | 92.5 | 100.3 | (7.8 | )% | 216.6 | 230.7 | (6.1 | )% | |||||||||||||
Other | 86.4 | 75.7 | 14.2 | % | 167.4 | 140.4 | 19.2 | % | |||||||||||||
Total net revenues | $ | 264.1 | $ | 190.0 | 39.0 | % | $ | 541.0 | $ | 396.1 | 36.6 | % | |||||||||
(Loss)/income from operations | |||||||||||||||||||||
Managed | $ | 7.7 | $ | 3.0 | 156.7 | % | $ | 12.4 | $ | 5.0 | 148.0 | % | |||||||||
International | 0.8 | 5.2 | (84.6 | )% | 22.5 | 26.9 | (16.4 | )% | |||||||||||||
Other | (55.2 | ) | (74.9 | ) | 26.3 | % | (142.5 | ) | (127.0 | ) | (12.2 | )% | |||||||||
Total loss from operations | $ | (46.7 | ) | $ | (66.7 | ) | 30.0 | % | $ | (107.6 | ) | $ | (95.1 | ) | (13.1 | )% | |||||
Operating Margin (1) | |||||||||||||||||||||
Managed | 9.0 | % | 21.4 | % | (12.4) pts | 7.9 | % | 20.0 | % | (12.1) pts | |||||||||||
International | 0.9 | % | 5.2 | % | (4.3) pts | 10.4 | % | 11.7 | % | (1.3) pts |
(1) | Operating margin is calculated as income/(loss) from operations divided by net revenues. |
(2) | See the Reconciliation of Non-GAAP Financial Measures discussion later in this Management’s Discussion and Analysis of Financial Condition and Results of Operations for a reconciliation of net loss attributable to Caesars to Property EBITDA. |
Expense/(income) | Quarter Ended June 30, | Percent Favorable/ (Unfavorable) | Six Months Ended June 30, | Percent Favorable/ (Unfavorable) | |||||||||||||||||
(Dollars in millions) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||
Interest expense, net of interest capitalized | $ | 540.1 | $ | 496.5 | (8.8 | )% | $ | 1,114.8 | $ | 1,058.5 | (5.3 | )% | |||||||||
Gain on early extinguishments of debt | (41.3 | ) | (33.7 | ) | 22.6 | % | (4.6 | ) | (79.5 | ) | (94.2 | )% | |||||||||
Benefit for income taxes | (115.7 | ) | (105.9 | ) | 9.3 | % | (406.0 | ) | (264.2 | ) | 53.7 | % | |||||||||
Gain on partial sale of subsidiary | (44.1 | ) | — | * | (44.1 | ) | — | * | |||||||||||||
Loss from discontinued operations, net of income taxes | 0.3 | 80.5 | 99.6 | % | 41.4 | 73.2 | 43.4 | % |
Six Months Ended June 30, | Increase/ (Decrease) | ||||||||||
(Dollars in millions) | 2013 | 2012 | |||||||||
Development | $ | 126.0 | $ | 83.2 | $ | 42.8 | |||||
Renovation/refurbishment | 167.2 | 91.9 | 75.3 | ||||||||
Other | 27.1 | 16.9 | 10.2 | ||||||||
Total capital expenditures | $ | 320.3 | $ | 192.0 | $ | 128.3 |
Debt (dollars in millions) | Maturity | Face Value | Cash Paid | |||||
5.375% Unsecured Senior Notes | 2013 | $ | 26.2 | $ | 26.0 | |||
10.0% Second-Priority Senior Secured Notes | 2018 | 25.0 | 14.9 |
(In millions) | Las Vegas | Atlantic City | Other U.S. | Managed, Int'l and Other | Discontinued Operations | Total | |||||||||||||||||
Net loss attributable to Caesars | $ | (212.2 | ) | ||||||||||||||||||||
Net loss attributable to non-controlling interests | 3.0 | ||||||||||||||||||||||
Net loss | (209.2 | ) | |||||||||||||||||||||
Loss from discontinued operations, net of income taxes | 0.3 | ||||||||||||||||||||||
Net loss from continuing operations, net of income taxes | (208.9 | ) | |||||||||||||||||||||
Benefit for income taxes | (115.7 | ) | |||||||||||||||||||||
Loss from continuing operations before income taxes | (324.6 | ) | |||||||||||||||||||||
Other income, including interest income | (4.8 | ) | |||||||||||||||||||||
Gain on partial sale of subsidiary | (44.1 | ) | |||||||||||||||||||||
Gain on early extinguishments of debt | (41.3 | ) | |||||||||||||||||||||
Interest expense, net of interest capitalized | 540.1 | ||||||||||||||||||||||
Income/(loss) from operations | $ | 125.8 | $ | 1.9 | $ | 44.3 | $ | (46.7 | ) | 125.3 | |||||||||||||
Depreciation and amortization | 58.0 | 32.1 | 42.7 | 8.5 | 141.3 | ||||||||||||||||||
Amortization of intangible assets | 19.0 | 4.0 | 9.3 | 8.8 | 41.1 | ||||||||||||||||||
Intangible and tangible asset impairment charges | — | 22.4 | 82.3 | — | 104.7 | ||||||||||||||||||
Write-downs, reserves, and project opening costs, net of recoveries | 10.1 | 2.7 | 4.0 | 6.6 | 23.4 | ||||||||||||||||||
Acquisition and integration costs | — | — | — | 2.2 | 2.2 | ||||||||||||||||||
(Income)/loss on interests in non-consolidated affiliates | (2.2 | ) | — | (0.2 | ) | 16.2 | 13.8 | ||||||||||||||||
Corporate expense | — | — | — | 41.3 | 41.3 | ||||||||||||||||||
EBITDA attributable to discontinued operations | $ | (0.3 | ) | (0.3 | ) | ||||||||||||||||||
Property EBITDA | $ | 210.6 | $ | 63.1 | $ | 182.3 | $ | 37.1 | $ | (0.3 | ) | $ | 492.8 |
(In millions) | Las Vegas | Atlantic City | Other U.S | Managed, Int'l and Other | Discontinued Operations | Total | |||||||||||||||||
Net loss attributable to Caesars | $ | (241.7 | ) | ||||||||||||||||||||
Net loss attributable to non-controlling interests | (0.1 | ) | |||||||||||||||||||||
Net loss | (241.8 | ) | |||||||||||||||||||||
Loss from discontinued operations, net of income taxes | 80.5 | ||||||||||||||||||||||
Net loss from continuing operations, net of income taxes | (161.3 | ) | |||||||||||||||||||||
Benefit for income taxes | (105.9 | ) | |||||||||||||||||||||
Loss from continuing operations before income taxes | (267.2 | ) | |||||||||||||||||||||
Other income, including interest income | (6.5 | ) | |||||||||||||||||||||
Gains on early extinguishments of debt | (33.7 | ) | |||||||||||||||||||||
Interest expense, net of interest capitalized | 496.5 | ||||||||||||||||||||||
Income/(loss) from operations | $ | 127.8 | $ | 16.3 | $ | 111.7 | $ | (66.7 | ) | 189.1 | |||||||||||||
Depreciation and amortization | 64.9 | 44.9 | 52.1 | 13.6 | 175.5 | ||||||||||||||||||
Amortization of intangible assets | 19.0 | 4.0 | 9.3 | 10.9 | 43.2 | ||||||||||||||||||
Intangible and tangible asset impairment charges | — | — | — | 33.0 | 33.0 | ||||||||||||||||||
Write-downs, reserves, and project opening costs, net of recoveries | 3.5 | 0.3 | 4.7 | (0.6 | ) | 7.9 | |||||||||||||||||
Acquisition and integration costs | — | — | — | 1.1 | 1.1 | ||||||||||||||||||
(Income)/loss on interests in non-consolidated affiliates | (0.8 | ) | 1.5 | (0.2 | ) | 2.7 | 3.2 | ||||||||||||||||
Corporate expense | — | — | — | 41.3 | 41.3 | ||||||||||||||||||
EBITDA attributable to discontinued operations | $ | 24.0 | 24.0 | ||||||||||||||||||||
Property EBITDA | $ | 214.4 | $ | 67.1 | $ | 177.6 | $ | 35.2 | $ | 24.0 | $ | 518.3 |
(In millions) | Las Vegas | Atlantic City | Other U.S. | Managed, Int'l and Other | Discontinued Operations | Total | |||||||||||||||||
Net loss attributable to Caesars | $ | (430.1 | ) | ||||||||||||||||||||
Net income attributable to non-controlling interests | 3.9 | ||||||||||||||||||||||
Net loss | (426.2 | ) | |||||||||||||||||||||
Loss from discontinued operations, net of income taxes | 41.4 | ||||||||||||||||||||||
Net loss from continuing operations, net of income taxes | (384.8 | ) | |||||||||||||||||||||
Benefit for income taxes | (406.0 | ) | |||||||||||||||||||||
Loss from continuing operations before income taxes | (790.8 | ) | |||||||||||||||||||||
Other income, including interest income | (8.3 | ) | |||||||||||||||||||||
Gain on partial sale of subsidiary | (44.1 | ) | |||||||||||||||||||||
Gains on early extinguishments of debt | (4.6 | ) | |||||||||||||||||||||
Interest expense, net of interest capitalized | 1,114.8 | ||||||||||||||||||||||
Income/(loss) from operations | $ | 230.1 | $ | (1.3 | ) | $ | 145.8 | $ | (107.6 | ) | 267.0 | ||||||||||||
Depreciation and amortization | 119.5 | 74.5 | 90.0 | 19.0 | 303.0 | ||||||||||||||||||
Amortization of intangible assets | 37.9 | 8.0 | 18.4 | 18.2 | 82.5 | ||||||||||||||||||
Intangible and tangible asset impairment charges | — | 22.4 | 102.3 | — | 124.7 | ||||||||||||||||||
Write-downs, reserves, and project opening costs, net of recoveries | 23.7 | 10.7 | 4.4 | 5.3 | 44.1 | ||||||||||||||||||
Acquisition and integration costs | — | — | — | 66.4 | 66.4 | ||||||||||||||||||
(Income)/loss on interests in non-consolidated affiliates | (2.7 | ) | — | (0.3 | ) | 19.4 | 16.4 | ||||||||||||||||
Corporate expense | — | — | — | 77.3 | 77.3 | ||||||||||||||||||
EBITDA attributable to discontinued operations | $ | (1.5 | ) | (1.5 | ) | ||||||||||||||||||
Property EBITDA | $ | 408.5 | $ | 114.3 | $ | 360.6 | $ | 98.0 | $ | (1.5 | ) | $ | 979.9 |
(In millions) | Las Vegas | Atlantic City | Other U.S. | Managed, Int'l and Other | Discontinued Operations | Total | |||||||||||||||||
Net loss attributable to Caesars | $ | (522.3 | ) | ||||||||||||||||||||
Net loss attributable to non-controlling interests | (0.6 | ) | |||||||||||||||||||||
Net loss | (522.9 | ) | |||||||||||||||||||||
Loss from discontinued operations, net of income taxes | 73.2 | ||||||||||||||||||||||
Net loss from continuing operations, net of income taxes | (449.7 | ) | |||||||||||||||||||||
Benefit for income taxes | (264.2 | ) | |||||||||||||||||||||
Loss from continuing operations before income taxes | (713.9 | ) | |||||||||||||||||||||
Other income, including interest income | (14.7 | ) | |||||||||||||||||||||
Gains on early extinguishments of debt | (79.5 | ) | |||||||||||||||||||||
Interest expense, net of interest capitalized | 1,058.5 | ||||||||||||||||||||||
Income/(loss) from operations | $ | 247.9 | $ | 35.1 | $ | 62.5 | $ | (95.1 | ) | 250.4 | |||||||||||||
Depreciation and amortization | 134.3 | 89.6 | 104.1 | 27.0 | 355.0 | ||||||||||||||||||
Amortization of intangible assets | 37.9 | 8.0 | 18.4 | 22.1 | 86.4 | ||||||||||||||||||
Intangible and tangible asset impairment charges | — | — | 167.5 | 39.5 | 207.0 | ||||||||||||||||||
Write-downs, reserves, and project opening costs, net of recoveries | 7.2 | 2.2 | 12.0 | 2.7 | 24.1 | ||||||||||||||||||
Acquisition and integration costs | — | — | — | 1.2 | 1.2 | ||||||||||||||||||
(Income)/loss on interests in non-consolidated affiliates | (1.6 | ) | 2.2 | (0.3 | ) | 10.0 | 10.3 | ||||||||||||||||
Corporate expense | — | — | — | 93.5 | 93.5 | ||||||||||||||||||
EBITDA attributable to discontinued operations | $ | 46.9 | 46.9 | ||||||||||||||||||||
Property EBITDA | $ | 425.7 | $ | 137.1 | $ | 364.3 | $ | 100.8 | $ | 46.9 | $ | 1,074.8 |
• | the ability to satisfy the conditions to the closing of the Caesars Growth Partners transaction described in this Quarterly Report on Form 10-Q, including receipt of required regulatory approvals; |
• | the Caesars Growth Partners transaction may not consummate on the terms contemplated or at all; |
• | the impact of the Company's substantial indebtedness and the restrictions in the Company's debt agreements; |
• | access to available and reasonable financing on a timely basis, including the ability of the Company to refinance its indebtedness on acceptable terms; |
• | the effects of local and national economic, credit, and capital market conditions on the economy, in general, and on the gaming industry, in particular; |
• | the ability to realize the expense reductions from cost savings programs; |
• | changes in the extensive governmental regulations to which the Company and its stockholders are subject, and changes in laws, including increased tax rates, smoking bans, regulations or accounting standards, third-party relations and approvals, and decisions, disciplines, and fines of courts, regulators, and governmental bodies; |
• | the ability of the Company's customer-tracking, customer loyalty, and yield-management programs to continue to increase customer loyalty and same-store or hotel sales; |
• | the effects of competition, including locations of competitors and operating and market competition; |
• | the ability to recoup costs of capital investments through higher revenues; |
• | abnormal gaming holds (“gaming hold” is the amount of money that is retained by the casino from wagers by customers); |
• | the ability to timely and cost-effectively integrate companies that the Company acquires into its operations; |
• | the potential difficulties in employee retention and recruitment as a result of the Company's substantial indebtedness or any other factor; |
• | construction factors, including delays, increased costs of labor and materials, availability of labor and materials, zoning issues, environmental restrictions, soil and water conditions, weather and other hazards, site access matters, and building permit issues; |
• | litigation outcomes and judicial and governmental body actions, including gaming legislative action, referenda, regulatory disciplinary actions, and fines and taxation; |
• | acts of war or terrorist incidents, severe weather conditions, uprisings or natural disasters, including losses therefrom, including losses in revenues and damage to property, and the impact of severe weather conditions on the Company's ability to attract customers to certain of its facilities, such as the amount of losses and disruption to the Company as a result of Hurricane Sandy in late October 2012; |
• | the effects of environmental and structural building conditions relating to the Company's properties; |
• | access to insurance on reasonable terms for the Company's assets; and |
• | the impact, if any, of unfunded pension benefits under multi-employer pension plans. |
Item 3. | Quantitative and Qualitative Disclosure About Market Risk |
Item 4. | Controls and Procedures |
Item 1. | Legal Proceedings |
Item 1A. | Risk Factors |
• | our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control; and |
• | our future ability to borrow under our senior secured credit facilities, the availability of which depends on, among other things, our complying with the covenants in our senior secured credit facilities. |
• | the existence of acceptable market conditions and demand for the completed project; |
• | general construction risks, including cost overruns, change orders and plan or specification modification, shortages of equipment, materials or skilled labor, labor disputes, unforeseen environmental, engineering or geological problems, work stoppages, fire and other natural disasters, construction scheduling problems, and weather interferences; |
• | changes and concessions required by governmental or regulatory authorities; |
• | the ability to finance the projects, especially in light of our substantial indebtedness; |
• | delays in obtaining, or inability to obtain, all licenses, permits and authorizations required to complete and/or operate the project; and |
• | disruption of our existing operations and facilities. |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Item 3. | Defaults Upon Senior Securities |
Item 4. | Mine Safety Disclosures |
Item 5. | Other Information |
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ending | Exhibit | Filing Date | ||||||
3.1 | Second Amended and Restated Certificate of Incorporation of Caesars Entertainment Corporation, dated February 8, 2012. | — | 10-K | 12/31/2011 | 3.7 | 3/15/2012 | ||||||
3.2 | Amended Bylaws of Caesars Entertainment Corporation, as amended, dated February 8, 2012. | — | 10-K | 12/31/2011 | 3.8 | 3/15/2012 | ||||||
3.3 | Restated Certificate of Incorporation of Harrah's Operating Company, Inc. (f/k/a Embassy Suites, Inc.), as amended, dated June 13, 2005. | — | S-4 | — | 3.1 | 10/29/2008 | ||||||
3.4 | Certificate of Amendment of Restated Certificate of Incorporation of Harrah's Operating Company, Inc., dated May 19, 2008. | — | 10-K | 12/31/2008 | 3.4 | 3/17/2009 | ||||||
3.5 | Certificate of Amendment of Certificate of Incorporation of Caesars Entertainment Operating Company, Inc. dated November 22, 2010. | — | 8-K | — | 3.3 | 11/24/2010 | ||||||
3.6 | Bylaws of Harrah's Operating Company, Inc., as amended. | — | S-4 | — | 3.4 | 10/29/2008 | ||||||
4.1 | Certificate of Designation of Non-Voting Perpetual Preferred Stock of Harrah’s Entertainment, Inc., dated January 28, 2008. | — | S-8 | — | 4.4 | 1/31/2008 | ||||||
4.2 | Certificate of Amendment to the Certificate of Designation of Non-Voting Perpetual Preferred Stock of Harrah’s Entertainment, Inc., dated March 29, 2010. | — | 8-K | — | 3.1 | 3/30/2010 | ||||||
4.3 | Certificate of Elimination of Non-Voting Perpetual Preferred Stock of Harrah’s Entertainment, Inc., dated March 29, 2010. | — | 8-K | — | 3.2 | 3/30/2010 | ||||||
4.4 | Indenture, dated as of December 11, 2003, between Harrah’s Operating Company, Inc., as Issuer, Harrah’s Entertainment, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 5.375% Senior Notes due 2013. | — | 10-K | 12/31/2003 | 10.6 | 3/5/2004 | ||||||
4.5 | Amended and Restated Indenture, dated as of July 28, 2005, among Harrah’s Entertainment, Inc., as Guarantor, Harrah’s Operating Company, Inc., as Issuer, and U.S. Bank National Association, as Trustee, relating to the Floating Rate Contingent Convertible Senior Notes due 2024. | — | 8-K | — | 4.8 | 8/2/2005 | ||||||
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ending | Exhibit | Filing Date | ||||||
4.6 | First Supplemental Indenture, dated as of September 9, 2005, to Amended and Restated Indenture, dated as of July 28, 2005, among Harrah’s Operating Company, Inc., as Issuer, Harrah’s Entertainment, Inc. as Guarantor, and U.S. Bank National Association, as Trustee, relating to the Floating Rate Contingent Convertible Senior Notes due 2024. | — | **S-3/A | — | 4.7 | 9/19/2005 | ||||||
4.7 | Second Supplemental Indenture, dated as of January 8, 2008, to Amended and Restated Indenture, dated as of July 28, 2005, among Harrah’s Operating Company, Inc., as Issuer, Harrah’s Entertainment, Inc. as Guarantor, and U.S. Bank National Association, as Trustee, relating to the Floating Rate Contingent Convertible Senior Notes due 2024. | — | 10-K | 12/31/2007 | 4.25 | 2/29/2008 | ||||||
4.8 | Third Supplemental Indenture, dated as of January 28, 2008, to Amended and Restated Indenture, dated as of July 28, 2005, among Harrah’s Operating Company, Inc., as Issuer, Harrah’s Entertainment, Inc. as Guarantor, and U.S. Bank National Association, as Trustee, relating to the Floating Rate Contingent Convertible Senior Notes due 2024. | — | 8-K | — | 4.1 | 1/28/2008 | ||||||
4.9 | Indenture, dated as of May 27, 2005, between Harrah’s Operating Company, Inc., as Issuer, Harrah’s Entertainment, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 5.625% Senior Notes due 2015. | — | 8-K | — | 4.1 | 6/3/2005 | ||||||
4.10 | First Supplemental Indenture, dated as of August 19, 2005, to Indenture, dated as of May 27, 2005, between Harrah’s Operating Company, Inc., as Issuer, Harrah’s Entertainment, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 5.625% Senior Notes due 2015. | — | S-4 | — | 4.44 | 8/25/2005 | ||||||
4.11 | Second Supplemental Indenture, dated as of September 28, 2005, to Indenture, dated as of May 27, 2005, between Harrah’s Operating Company, Inc., as Issuer, Harrah’s Entertainment, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 5.625% Senior Notes due 2015. | — | 8-K | — | 4.4 | 10/3/2005 | ||||||
4.12 | Indenture dated as of September 28, 2005, among Harrah’s Operating Company, Inc., as Issuer, Harrah’s Entertainment, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 5.75% Senior Notes due 2017. | — | 8-K | — | 4.1 | 10/3/2005 | ||||||
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ending | Exhibit | Filing Date | ||||||
4.13 | Indenture, dated as of June 9, 2006, between Harrah’s Operating Company, Inc., Harrah’s Entertainment, Inc. and U.S. National Bank Association, as Trustee, relating to the 6.50% Senior Notes due 2016. | — | 8-K | — | 4.1 | 6/14/2006 | ||||||
4.14 | Officers’ Certificate, dated as of June 9, 2006, pursuant to Sections 301 and 303 of the Indenture dated as of June 9, 2006 between Harrah’s Operating Company, Inc., Harrah’s Entertainment, Inc. and U.S. National Bank Association, as Trustee, relating to the 6.50% Senior Notes due 2016. | — | 8-K | — | 4.2 | 6/14/2006 | ||||||
4.15 | Indenture, dated as of February 1, 2008, by and among Harrah’s Operating Company, Inc., the Guarantors (as defined therein) and U.S. Bank National Association, as Trustee, relating to the 10.75% Senior Cash Pay Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due 2018. | — | 8-K | — | 10.1 | 2/4/2008 | ||||||
4.16 | First Supplemental Indenture, dated as of June 12, 2008, by and among Harrah’s Operating Company, Inc., the Guarantors (as defined therein) and U.S. Bank National Association, as Trustee, relating to the 10.75% Senior Cash Pay Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due 2018. | — | 10-Q | 6/30/2008 | 4.34 | 8/11/2008 | ||||||
4.17 | Second Supplemental Indenture, dated as of January 9, 2009, by and among Harrah’s Operating Company, Inc., the Guarantors (as defined therein) and U.S. Bank National Association, as Trustee relating to the 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due 2018. | — | 10-Q | 3/31/2009 | 4.35 | 5/14/2009 | ||||||
4.18 | First Supplemental Indenture, dated as of March 26, 2009, by and among Harrah’s Operating Company, Inc., the Note Guarantors (as defined therein) and U.S. Bank National Association, as Trustee relating to the 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due 2018. | — | 8-K | — | 4.1 | 3/31/2009 | ||||||
4.19 | Indenture, dated as of December 24, 2008, by and among Harrah’s Operating Company, Inc., Harrah’s Entertainment, Inc. and U.S. Bank National Association, as Trustee, relating to the 10.00% Second-Priority Senior Secured Notes due 2018 and 10.00% Second-Priority Senior Secured Notes due 2015. | — | S-4/A | — | 4.39 | 12/24/2008 | ||||||
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ending | Exhibit | Filing Date | ||||||
4.20 | First Supplemental Indenture, dated as of July 22, 2009, by and among Harrah’s Operating Company, Inc., Harrah’s Entertainment, Inc. and U.S. Bank National Association, as Trustee, relating to the 10.00% Second-Priority Senior Secured Notes due 2018 and 10.00% Second-Priority Senior Secured Notes due 2015. | — | 10-Q | 6/30/2009 | 4.38 | 8/13/2009 | ||||||
4.21 | Second Supplemental Indenture dated as of April 12, 2013, by and among Caesars Entertainment Operating Company, Inc., Caesars Entertainment Corporation and U.S. Bank National Association, as Trustee relating to the 10% Senior Secured Notes due 2015. | — | 10-Q | 3/31/2013 | 4.24 | 5/9/2013 | ||||||
4.22 | Collateral Agreement, dated as of December 24, 2008, by and among Harrah’s Operating Company, Inc. as Issuer, each Subsidiary of the Issuer identified therein, and U.S. Bank National Association, as Collateral Agent relating to the 12.75% Second-Priority Senior Secured Notes due 2018. | — | S-4/A | — | 4.40 | 12/24/2008 | ||||||
4.23 | Indenture, dated as of April 15, 2009, by and among Harrah’s Operating Company, Inc., Harrah’s Entertainment, Inc. and U.S. Bank National Association, as trustee and collateral agent relating to the 10.00% Second-Priority Senior Secured Notes due 2018. | — | 8-K | — | 4.1 | 4/20/2009 | ||||||
4.24 | First Supplemental Indenture, dated May 18, 2009, by and among Harrah’s Operating Company, Inc., Harrah’s Entertainment, Inc. and U.S. Bank National Association, as trustee relating to the 10.00% Second-Priority Senior Secured Notes due 2018. | — | 10-Q | 6/30/2009 | 4.40 | 8/13/2009 | ||||||
4.25 | Second Supplemental Indenture dated as of April 12, 2013, by and among Caesars Entertainment Operating Company, Inc., Caesars Entertainment Corporation and U.S. Bank National Association, as Trustee relating to the 10.00% Senior Secured Notes due 2018. | — | 10-Q | 3/31/2013 | 4.28 | 5/9/2013 | ||||||
4.26 | Indenture, dated as of June 10, 2009, by and among Harrah’s Operating Escrow LLC, Harrah’s Escrow Corporation, Harrah’s Entertainment, Inc. and U.S. Bank National Association, as trustee, relating to the 11.25% Senior Secured Notes due 2017. | — | 8-K | — | 4.1 | 6/15/2009 | ||||||
4.27 | Supplemental Indenture, dated as of June 10, 2009, by and among Harrah’s Operating Company, Inc. and U.S. Bank National Association, as trustee, relating to the 11.25% Senior Secured Notes due 2017. | — | 8-K | — | 4.2 | 6/15/2009 | ||||||
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ending | Exhibit | Filing Date | ||||||
4.28 | Second Supplemental Indenture, dated as of September 11, 2009, by and among Harrah’s Operating Company, Inc., Harrah’s Entertainment, Inc. and U.S. Bank National Association, as trustee, relating to the 11.25% Senior Secured Notes due 2017. | — | 8-K | — | 4.1 | 9/17/2009 | ||||||
4.29 | Third Supplemental Indenture dated as of April 12, 2013 by and among Caesars Entertainment Operating Company, Inc., Caesars Entertainment Corporation and U.S. Bank National Association as Trustee related to the 11.25% Senior Secured Notes due 2017. | — | 10-Q | 3/31/2013 | 4.32 | 5/9/2013 | ||||||
4.30 | Indenture, dated as of April 16, 2010, by and among Harrah’s Operating Escrow LLC, Harrah’s Escrow Corporation, Harrah’s Entertainment, Inc. and U.S. Bank National Association, as trustee, relating to the 12.75% Second-Priority Senior Secured Notes due 2018. | — | 8-K | — | 4.1 | 4/22/2010 | ||||||
4.31 | Supplemental Indenture, dated as of May 20, 2010, by and among Harrah’s Operating Company, Inc. and U.S. Bank National Association, as trustee, relating to the 12.75% Second-Priority Senior Secured Notes due 2018. | — | 8-K | — | 4.1 | 5/24/2010 | ||||||
4.32 | Second Supplemental Indenture dated as of April 12, 2013 by and among Caesars Operating Escrow LLC, Caesars Escrow Corporation, Caesars Entertainment Corporation and U.S. Bank National Association as Trustee related to the 12.75% Senior Secured Notes due 2018. | — | 10-Q | 3/31/2013 | 4.35 | 5/9/2013 | ||||||
4.33 | Joinder and Supplement to the Intercreditor Agreement, dated as of May 20, 2010, by and among U.S. Bank National Association, as new trustee, U.S. Bank National Association, as second priority agent, Bank of America, N.A., as credit agreement agent and U.S. Bank national Association, as other first priority lien obligations agent, relating to the 12.75% Second-Priority Senior Secured Notes due 2018. | — | 8-K | — | 10.1 | 5/24/2010 | ||||||
4.34 | Additional Secured Party Consent, dated as of May 20, 2010, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Collateral Agreement dated as of December 24, 2008, relating to the 12.75% Second-Priority Senior Secured Notes due 2018. | — | 8-K | — | 10.2 | 5/24/2010 | ||||||
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ending | Exhibit | Filing Date | ||||||
4.35 | Indenture dated as of February 3, 2012 among Chester Downs and Marina, LLC , a Pennsylvania limited liability company, Chester Downs Finance Corp., and, together with the Company, Subsidiary Guarantors party hereto from time to time, U.S. Bank National Association, as trustee and U.S. Bank National Association, as collateral agent, relating to the 9.25% Senior Secured Notes due 2020. | — | 10-K | 12/31/2011 | 4.43 | 3/15/2012 | ||||||
4.36 | Indenture, dated as of February 14, 2012, by and among Caesars Operating Escrow LLC, Caesars Escrow Corporation, Caesars Entertainment Corporation and U.S. Bank National Association, as trustee, relating to the 8.5% Senior Secured Notes due 2020. | — | 8-K | — | 4.1 | 2/15/2012 | ||||||
4.37 | Supplemental Indenture, dated as of March 1, 2012, by and among Caesars Operating Escrow LLC, Caesars Escrow Corporation, Caesars Entertainment Corporation and U.S. Bank National Association, as trustee, relating to the 8.5% Senior Secured Notes due 2020. | — | 8-K | — | 4.1 | 3/2/2012 | ||||||
4.38 | Second Supplemental Indenture dated as of April 12, 2013 by and among Caesars Operating Escrow LLC, Caesars Escrow Corporation, Caesars Entertainment Corporation and U.S. Bank National Association, as Trustee related to the 8.5% Senior Secured Notes due 2020. | — | 10-Q | 3/31/2013 | 4.44 | 5/9/2013 | ||||||
4.39 | Equity Distribution Agreement, dated April 12, 2012, between Caesars Entertainment Corporation, Citigroup Global Markets, Inc. and Credit Suisse Securities (USA) LLC. | — | 8-K | — | 1.1 | 4/13/2012 | ||||||
4.40 | Registration Rights Agreement, dated as of August 22, 2012, by and among Caesars Operating Escrow, LLC, Caesars Escrow Corporation, Caesars Entertainment Corporation, and Citigroup Global Markets Inc. as representative of the initial purchasers, related to the 9% Senior Secured Notes due 2020. | — | 8-K | — | 4.2 | 8/22/2012 | ||||||
4.41 | Joinder to Registration Rights Agreement, dated October 5, 2012 (to the Registration Rights Agreement, dated August 22, 2012) by and among Caesars Operating Escrow LLC , Caesars Escrow Corporation, Caesars Entertainment Corporation and Citigroup Global Markets, as representative of the several Initial Purchasers, related to the 9% Senior Secured Notes due 2020. | — | 8-K | — | 4.2 | 10/10/2012 | ||||||
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ending | Exhibit | Filing Date | ||||||
4.42 | Registration Rights Agreement, dated as of December 13, 2012 (to the August 22, 2012 and October 5, 2012 Registration Rights Agreement and Joinder), by and among Caesars Operating Escrow LLC, Caesars Escrow Corporation, Caesars Entertainment Corporation and Citigroup Global Markets Inc., as representative of the initial purchasers, related to the 9% Senior Secured Notes due 2020. | — | 8-K | — | 4.2 | 12/13/2012 | ||||||
4.43 | Joinder to Registration Rights Agreement, dated as of February 20, 2013 (to the August 22, 2012 Registration Rights Agreement, the October 5, 2012 Joinder and the December 13, 2012 Joinder) , by and among Caesars Entertainment Operating Company, Inc. and Citigroup Global Markets Inc., as representative of the initial purchasers, related to the 9% Senior Secured Notes due 2020. | — | 8-K | — | 4.2 | 2/21/2013 | ||||||
4.44 | Indenture dated as of August 22, 2012 by and among Caesars Operating Escrow, LLC, Caesars Escrow Corporation, Caesars Entertainment Corporation, and U.S. Bank National Association, as trustee, related to the 9% Senior Secured Notes due 2020. | — | 8-K | — | 4.1 | 8/22/2012 | ||||||
4.45 | Supplemental Indenture, dated as of October 5, 2012 , by and among Caesars Operating Escrow, LLC, Caesars Escrow Corporation, Caesars Entertainment Corporation, and U.S. Bank National Association, as trustee, related to the 9% Senior Secured Notes due 2020. | — | 8-K | — | 4.1 | 10/10/2012 | ||||||
4.46 | Additional Notes Supplemental Indenture, dated as of December 13, 2012 , by and among Caesars Operating Escrow LLC, Caesars Escrow Corporation, Caesars Entertainment Corporation and U.S. Bank National Association, as trustee, related to the 9% Senior Secured Notes due 2020. | — | 8-K | — | 4.1 | 12/13/2012 | ||||||
4.47 | Third Supplemental Indenture, dated as of February 20, 2013, by and among Caesars Operating Escrow, LLC, Caesars Escrow Corporation, Caesars Entertainment Corporation, and U.S. Bank National Association, as trustee, in connection with the 9% Senior Secured Notes due 2020. | — | 8-K | — | 4.1 | 2/21/2013 | ||||||
4.48 | Fourth Supplemental Indenture, dated as of April 12, 2013, by and among Caesars Operating Escrow, LLC, Caesars Escrow Corporation, Caesars Entertainment Corporation, and U.S. Bank National Association, as trustee, in connection with the 9% Senior Secured Notes due 2020. | — | 10-Q | 3/31/2013 | 4.56 | 5/9/2013 | ||||||
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ending | Exhibit | Filing Date | ||||||
4.49 | Indenture, dated as of February 15, 2013, by and among Caesars Operating Escrow LLC, Caesars Escrow Corporation, Caesars Entertainment Corporation and U.S. Bank National Association, as trustee, related to the 9% Senior Secured Notes due 2020. | — | 8-K | — | 4.1 | 2/15/2013 | ||||||
4.50 | Registration Rights Agreement, dated as of February 15, 2013, by and among Caesars Operating Escrow LLC, Caesars Escrow Corporation, Caesars Entertainment Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the initial purchasers, related to the 9% Senior Secured Notes due 2020. | — | 8-K | — | 4.2 | 2/15/2013 | ||||||
10.1 | Credit Agreement, dated as of January 28, 2008, by and among Hamlet Merger Inc., Harrah’s Operating Company, Inc. as Borrower, the Lenders party thereto from time to time, Bank of America, N.A., as Administrative Agent and Collateral Agent, Deutsche Bank AG New York Branch, as Syndication Agent, and Citibank, N.A., Credit Suisse, Cayman Islands Branch, JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs Credit Partners L.P., Morgan Stanley Senior Funding, Inc., and Bear Sterns Corporate Lending, Inc., as Co-Documentation Agents. | — | 8-K/A | — | 10.1 | 2/7/2008 | ||||||
10.2 | Incremental Facility Amendment, dated as of September 26, 2009 to the Credit Agreement dated as of January 28, 2008. | — | 8-K | — | 99.1 | 9/29/2009 | ||||||
10.3 | Amendment Agreement dated as of May 20, 2011, among Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc. each Subsidiary Loan Party party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent under the Credit Agreement dated as of January 28, 2008, among Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc., the lenders party thereto from time to time and the other parties party thereto. | — | 8-K/A | — | 10.1 | 5/23/2011 | ||||||
10.4 | Reaffirmation Agreement, dated as of March 1, 2012, among Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc. each Subsidiary Loan Party party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent under the Amended and Restated Credit Agreement dated as of May 20, 2011, among Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc., the lenders party thereto from time to time and the other parties party thereto. | — | 8-K | — | 10.2 | 3/2/2012 | ||||||
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ending | Exhibit | Filing Date | ||||||
10.5 | Reaffirmation Agreement, dated as of October 5, 2012, among Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc. each Subsidiary Loan Party party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent under the Amended and Restated Credit Agreement dated as of May 20, 2011, among Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc., the lenders party thereto from time to time and the other parties party thereto. | — | 8-K | — | 10.1 | 10/10/2012 | ||||||
10.6 | Reaffirmation Agreement, dated as of March 27, 2013, among Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc. each Subsidiary Loan Party party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent under the Amended and Restated Credit Agreement dated as of May 20, 2011, among Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc., the lenders party thereto from time to time and the other parties party thereto. | — | 8-K | — | 10.2 | 3/28/2013 | ||||||
10.7 | Amendment and Waiver to Credit Agreement, dated as of June 3, 2009, among Harrah’s Operating Company, Inc., Harrah’s Entertainment, Inc., the lenders from time to time party thereto (the “Lenders”), Bank of America, N.A, as administrative agent, and the other parties thereto. | — | 8-K/A | — | 10.1 | 6/11/2009 | ||||||
10.8 | Amendment Agreement, dated as of March 1, 2012, among Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc. each Subsidiary Loan Party party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent under the Amended and Restated Credit Agreement dated as of May 20, 2011, among Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc., the lenders party thereto from time to time and the other parties party thereto. | — | 8-K | — | 10.1 | 3/2/2012 | ||||||
10.9 | Amendment, dated as of February 6, 2013, to the Second Amended and Restated Credit Agreement, dated as of March 1, 2012, among Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc., the lenders from time to time party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the other parties named therein. | — | 8-K | — | 10.1 | 3/28/2013 | ||||||
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ending | Exhibit | Filing Date | ||||||
10.10 | Amended and Restated Collateral Agreement dated and effective as of January 28, 2008 (as amended and restated on June 10, 2009), among Harrah’s Operating Company, Inc., each Subsidiary Party that is party thereto and Bank of America, N.A., as Collateral Agent. | — | 8-K | — | 10.3 | 6/15/2009 | ||||||
10.11 | Other First Lien Secured Party Consent to the Collateral Agreement, dated as of October 5, 2012, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Collateral Agreement dated as of January 28, 2008, as amended and restated as of June 10, 2009. | — | 8-K | — | 10.3 | 10/10/2012 | ||||||
10.12 | Amended and Restated Guaranty and Pledge Agreement dated and effective as of January 28, 2008 (as amended and restated on June 10, 2009), made by Harrah’s Entertainment, Inc. (as successor to Hamlet Merger Inc.) in favor of Bank of America, N.A., as Administrative Agent and Collateral Agent. | — | 8-K | — | 10.4 | 6/15/2009 | ||||||
10.13 | Other First Lien Secured Party Consent to the Guaranty and Pledge Agreement, dated as of October 5, 2012, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Guaranty and Pledge Agreement dated as of January 28, 2008, as amended and restated as of June 10, 2009. | — | 8-K | — | 10.4 | 10/10/2012 | ||||||
10.14 | Other First Lien Secured Party Consent to the Collateral Agreement, dated as of February 20, 2013, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Collateral Agreement dated as of January 28, 2008, as amended and restated as of June 10, 2009. | — | 8-K | — | 10.2 | 2/20/2013 | ||||||
10.15 | Other First Lien Secured Party Consent to the Collateral Agreement, dated as of March 27, 2013, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Collateral Agreement dated as of January 28, 2008, as amended and restated as of June 10, 2009. | — | 8-K | — | 10.4 | 3/28/2013 | ||||||
10.16 | Other First Lien Secured Party Consent to the Guaranty and Pledge Agreement, dated as of February 20, 2013, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Guaranty and Pledge Agreement dated as of January 28, 2008, as amended and restated as of June 10, 2009. | — | 8-K | — | 10.3 | 2/20/2013 | ||||||
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ending | Exhibit | Filing Date | ||||||
10.17 | Other First Lien Secured Party Consent to the Guaranty and Pledge Agreement, dated as of March 27, 2013, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Guaranty and Pledge Agreement dated as of January 28, 2008, as amended and restated as of June 10, 2009. | — | 8-K | — | 10.5 | 3/28/2013 | ||||||
10.18 | Intercreditor Agreement, dated as of January 28, 2008 by and among Bank of America, N.A. as administrative agent and collateral agent under the Credit Agreement, Citibank, N.A. as administrative agent under the Bridge-Loan Agreement and U.S. Bank National Association as Trustee under the Indenture. | — | 10-K | 12/31/2008 | 10.3 | 3/17/2009 | ||||||
10.19 | Intercreditor Agreement, dated as of December 24, 2008 among Bank of America, N.A. as Credit Agreement Agent, each Other First Priority Lien Obligations Agent from time to time, U.S. Bank National Association as Trustee and each collateral agent for any Future Second Lien Indebtedness from time to time. | — | 10-K | 12/31/2008 | 10.4 | 3/17/2009 | ||||||
10.20 | Joinder and Supplement to the Intercreditor Agreement, dated as of April 15, 2009 (to the Agreement dated December 24, 2008) by and among U.S. Bank National Association, as new trustee, U.S. Bank National Association, as Trustee under the Intercreditor Agreement, Bank of America, N.A., as Credit Agreement Agent under the Intercreditor Agreement, and any other First Lien Agent and Second Priority Agent from time to time party to the Intercreditor Agreement. | — | 8-K | — | 10.1 | 4/20/2009 | ||||||
10.21 | First Lien Intercreditor Agreement, dated as of June 10, 2009 (to the Agreement dated December 24, 2008), by and among Bank of America, N.A., as collateral agent for the First Lien Secured Parties and as Authorized Representative for the Credit Agreement Secured Parties, U.S. Bank National Association, as Authorized Representative for the Initial Other First Lien Secured Parties, and each additional Authorized Representative from time to time party to the First Lien Intercreditor Agreement. | — | 8-K/A | — | 10.1 | 6/11/2009 | ||||||
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ending | Exhibit | Filing Date | ||||||
10.22 | Joinder and Supplement to Intercreditor Agreement, dated June 10, 2009 (to the Agreement dated December 24, 2008) by and among U.S. Bank National Association, as new trustee, U.S. Bank National Association, as Trustee under the Intercreditor Agreement, Bank of America, N.A., as Credit Agreement Agent under the Intercreditor Agreement, U.S. Bank National Association as a Second Priority Agent under the Intercreditor Agreement and any other First Lien Agent and Second Priority Agent from time to time party to the Intercreditor Agreement. (Exhibit A thereto incorporated by reference to exhibit 10.4 to the Registrant's Annual Report on Form 10-K filed March 17, 2009). | — | 8-K | — | 10.2 | 6/15/2009 | ||||||
10.23 | Joinder and Supplement to the Intercreditor Agreement, dated as of September 11, 2009 by and among U.S. Bank National Association, as new trustee, U.S. Bank National Association, as Trustee under the Intercreditor Agreement, Bank of America, N.A., as Credit Agreement Agent under the Intercreditor Agreement, and any other First Lien Agent and Second Priority Agent from time to time party to the Intercreditor Agreement related to the 11.25% Senior Secured Notes due 2017. | — | 8-K | — | 10.1 | 9/17/2009 | ||||||
10.24 | Joinder and Supplement to the Intercreditor Agreement, dated as of March 1, 2012, by and among U.S. Bank National Association, as new trustee, U.S. Bank National Association, as second priority agent, Bank of America, N.A., as credit agreement agent and U.S. Bank National Association, as other first priority lien obligations agent, relating to the 8.5% Senior Secured Notes due 2020. | — | 8-K | — | 10.3 | 3/2/2012 | ||||||
10.25 | Joinder and Supplement to the Intercreditor Agreement, dated as of October 5, 2012, by and among U.S. Bank National Association, as new trustee, U.S. Bank National Association, as second priority agent, Bank of America, N.A., as credit agreement agent and U.S. Bank National Association, as other first priority lien obligations agent. | — | 8-K | — | 10.2 | 10/10/2012 | ||||||
10.26 | Joinder and Supplement to the Intercreditor Agreement, dated as of February 20, 2013 (the Intercreditor Agreement dated December 24, 2008) , by and among U.S. Bank National Association, as new trustee, U.S. Bank National Association, as second priority agent, Bank of America, N.A., as credit agreement agent and U.S. Bank National Association, as other first priority lien obligations agent. | — | 8-K | — | 10.1 | 2/20/2013 | ||||||
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ending | Exhibit | Filing Date | ||||||
10.27 | Other First Lien Secured Party Consent to the Collateral Agreement, dated as of March 1, 2012, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Collateral Agreement dated as of January 28, 2008, as amended and restated as of June 10, 2009. | — | 8-K | — | 10.4 | 3/2/2012 | ||||||
10.28 | Other First Lien Secured Party Consent to the Guaranty and Pledge Agreement, dated as of March 1, 2012, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Guaranty and Pledge Agreement dated as of January 28, 2008, as amended and restated as of June 10, 2009. | — | 8-K | — | 10.5 | 3/2/2012 | ||||||
10.29 | Other First Lien Secured Party Consent, dated as of September 11, 2009, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Amended and Restated Collateral Agreement dated and effective as of January 28, 2008 (as amended and restated on June 10, 2009). | — | 8-K | — | 10.2 | 9/17/2009 | ||||||
10.30 | Other First Lien Secured Party Consent, dated as of September 11, 2009, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Amended and Restated Guaranty and Pledge Agreement dated and effective as of January 28, 2008 (as amended and restated on June 10, 2009). | — | 8-K | — | 10.3 | 9/17/2009 | ||||||
10.31 | Amended and Restated Loan Agreement, dated as of February 19, 2010, between PHW Las Vegas, LLC and Wells Fargo Bank, N.A. as trustee for the Credit Suite First Boston Mortgage Securities Corp. Commercial Pass-Through Certificates, Series 2007-TFL2. | — | 10-Q | 3/31/2010 | 10.24 | 5/10/2010 | ||||||
10.32 | Guaranty Agreement, dated February 19, 2010, by and between Harrah’s Entertainment, Inc. and Wells Fargo Bank, N.A., as trustee for The Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, series 2007-TFL2. | — | 8-K | — | 99.1 | 2/25/2010 | ||||||
10.33 | Trust Agreement dated June 20, 2001 by and between Harrah’s Entertainment, Inc. and Wells Fargo Bank Minnesota, N.A. | — | 10-Q | 9/30/2001 | 10.4 | 11/9/2001 | ||||||
10.34 | Escrow Agreement, dated February 6, 1990, by and between The Promus Companies Incorporated, certain subsidiaries thereof, and Sovran Bank, as escrow agent. | — | 10-K | 12/29/1989 | Unknown | 3/28/1990 | ||||||
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ending | Exhibit | Filing Date | ||||||
10.35 | Amendment to Escrow Agreement dated as of October 29, 1993 (to the Agreement dated February 9, 1990) among The Promus Companies Incorporated, certain subsidiaries thereof, and NationsBank, formerly Sovran Bank. | — | 10-K | 12/31/1993 | 10.66 | 3/28/1994 | ||||||
10.36 | Amendment, dated as of June 7, 1995 ( the Agreement dated February 6, 1990 and amended on October 29, 1993), to Escrow Agreement among The Promus Companies Incorporated, certain subsidiaries thereof and NationsBank. | — | 8-K | — | 10.12 | 6/15/1995 | ||||||
10.37 | Amendment, dated as of July 18, 1996, to Escrow Agreement between Harrah’s Entertainment, Inc. and NationsBank. | — | 10-Q | 9/30/1996 | 10.1 | 11/12/1996 | ||||||
10.38 | Amendment, dated as of October 30, 1997, to Escrow Agreement between Harrah’s Entertainment, Inc., Harrah’s Operating Company, Inc. and NationsBank. | — | 10-K | 12/31/1997 | 10.82 | 3/10/1998 | ||||||
10.39 | Amendment to Escrow Agreement, dated April 26, 2000, between Harrah’s Entertainment, Inc. and Wells Fargo Bank Minnesota, N.A., Successor to Bank of America, N.A. | — | 10-Q | 9/30/2000 | 10.8 | 11/13/2000 | ||||||
10.40 | Letter Agreement with Wells Fargo Bank Minnesota, N.A., dated August 31, 2000, concerning appointment as Escrow Agent under Escrow Agreement for deferred compensation plans. | — | 10-Q | 9/30/2000 | 10.7 | 11/13/2000 | ||||||
†10.41 | Amendment and Restatement of Harrah’s Entertainment, Inc. Executive Deferred Compensation Plan, effective August 3, 2007. | — | 10-Q | 6/30/2007 | 10.69 | 8/9/2007 | ||||||
†10.42 | Amendment and Restatement of Harrah’s Entertainment, Inc. Deferred Compensation Plan, effective as of August 3, 2007. | — | 10-Q | 6/30/2007 | 10.70 | 8/9/2007 | ||||||
†10.43 | Amendment and Restatement of Park Place Entertainment Corporation Executive Deferred Compensation Plan, effective as of August 3, 2007. | — | 10-Q | 6/30/2007 | 10.71 | 8/9/2007 | ||||||
†10.44 | Amendment and Restatement of Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan, effective as of August 3, 2007. | — | 10-Q | 6/30/2007 | 10.72 | 8/9/2007 | ||||||
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ending | Exhibit | Filing Date | ||||||
†10.45 | Amendment and Restatement of Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan II, effective as of August 3, 2007. | — | 10-Q | 6/30/2007 | 10.73 | 8/9/2007 | ||||||
†10.46 | First Amendment to the Amendment and Restatement of Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan II, effective as of February 9, 2009. | — | 8-K | — | 10.2 | 2/13/2009 | ||||||
†10.47 | Harrah’s Entertainment, Inc. Amended and Restated Executive Deferred Compensation Trust Agreement dated January 11, 2006 by and between Harrah’s Entertainment, Inc. and Wells Fargo Bank, N.A. | — | 10-K | 12/31/2007 | 10.41 | 2/29/2008 | ||||||
†10.48 | Amendment to the Harrah’s Entertainment, Inc. Amended and Restated Executive Deferred Compensation Trust Agreement effective January 28, 2008 by and between Harrah’s Entertainment, Inc. and Wells Fargo Bank, N.A. | — | 10-K | 12/31/2007 | 10.42 | 2/29/2008 | ||||||
10.49 | Second Amended and Restated Loan Agreement dated as of August 31, 2010, among Harrah's Las Vegas Propco, LLC, Harrah's Atlantic City Propco, LLC, Rio Propco, LLC, Flamingo Las Vegas Propco, LLC, Harrah's Laughlin Propco, LLC, and Paris Las Vegas Propco, LLC, as Borrower, JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Morgan Stanley Mortgage Capital Holdings LLC, German American Capital Corporation, and Bank of America, N.A., as Collateral Agent. | — | 8-K | — | 10.1 | 9/3/2010 | ||||||
10.50 | Second Amended and Restated First Mezzanine Loan Agreement dated as of August 31, 2010, among Harrah's Las Vegas Mezz 1, LLC, Harrah's Atlantic City Mezz 1, LLC, Rio Mezz 1, LLC, Flamingo Las Vegas Mezz 1, LLC, Harrah's Laughlin Mezz 1, LLC, and Paris Las Vegas Mezz 1, LLC, as Borrower, JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), and Bank of America, N.A., as Collateral Agent. | — | 8-K | — | 10.2 | 9/3/2010 | ||||||
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ending | Exhibit | Filing Date | ||||||
10.51 | Second Amended and Restated Second Mezzanine Loan Agreement dated as of August 31, 2010, among Harrah's Las Vegas Mezz 2, LLC, Harrah's Atlantic City Mezz 2, LLC, Rio Mezz 2, LLC, Flamingo Las Vegas Mezz 2, LLC, Harrah's Laughlin Mezz 2, LLC, and Paris Las Vegas Mezz 2, LLC, as Borrower, JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), and Bank of America, N.A., as Collateral Agent. | — | 8-K | — | 10.3 | 9/3/2010 | ||||||
10.52 | Second Amended and Restated Third Mezzanine Loan Agreement dated as of August 31, 2010, among Harrah's Las Vegas Mezz 3, LLC, Harrah's Atlantic City Mezz 3, LLC, Rio Mezz 3, LLC, Flamingo Las Vegas Mezz 3, LLC, Harrah's Laughlin Mezz 3, LLC, and Paris Las Vegas Mezz 3, LLC, as Borrower, JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), and Bank of America, N.A., as Collateral Agent. | — | 8-K | — | 10.4 | 9/3/2010 | ||||||
10.53 | Second Amended and Restated Fourth Mezzanine Loan Agreement dated as of August 31, 2010, among Harrah's Las Vegas Mezz 4, LLC, Harrah's Atlantic City Mezz 4, LLC, Rio Mezz 4, LLC, Flamingo Las Vegas Mezz 4, LLC, Harrah's Laughlin Mezz 4, LLC, and Paris Las Vegas Mezz 4, LLC, as Borrower, JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), and Bank of America, N.A., as Collateral Agent. | — | 8-K | — | 10.5 | 9/3/2010 | ||||||
10.54 | Second Amended and Restated Fifth Mezzanine Loan Agreement dated as of August 31, 2010, among Harrah's Las Vegas Mezz 5, LLC, Harrah's Atlantic City Mezz 5, LLC, Rio Mezz 5, LLC, Flamingo Las Vegas Mezz 5, LLC, Harrah's Laughlin Mezz 5, LLC, and Paris Las Vegas Mezz 5, LLC, as Borrower, Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), German American Capital Corporation, and Bank of America, N.A., as Collateral Agent. | — | 8-K | — | 10.6 | 9/3/2010 | ||||||
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ending | Exhibit | Filing Date | ||||||
10.55 | Second Amended and Restated Sixth Mezzanine Loan Agreement dated as of August 31, 2010, among Harrah's Las Vegas Mezz 6, LLC, Harrah's Atlantic City Mezz 6, LLC, Rio Mezz 6, LLC, Flamingo Las Vegas Mezz 6, LLC, Harrah's Laughlin Mezz 6, LLC, and Paris Las Vegas Mezz 6, LLC, as Borrower, Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Goldman Sachs Mortgage Company, German American Capital Corporation, and Bank of America, N.A., as Collateral Agent. | — | 8-K | — | 10.7 | 9/3/2010 | ||||||
10.56 | Second Amended and Restated Seventh Mezzanine Loan Agreement dated as of August 31, 2010, among Harrah's Las Vegas Mezz 7, LLC, Harrah's Atlantic City Mezz 7, LLC, Rio Mezz 7, LLC, Flamingo Las Vegas Mezz 7, LLC, Harrah's Laughlin Mezz 7, LLC, and Paris Las Vegas Mezz 7, LLC, as Borrower, Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Goldman Sachs Mortgage Company, and Bank of America, N.A., as Collateral Agent. | — | 8-K | — | 10.8 | 9/3/2010 | ||||||
10.57 | Second Amended and Restated Eighth Mezzanine Loan Agreement dated as of August 31, 2010, among Harrah's Las Vegas Mezz 8, LLC, Harrah's Atlantic City Mezz 8, LLC, Rio Mezz 8, LLC, Flamingo Las Vegas Mezz 8, LLC, Harrah's Laughlin Mezz 8, LLC, and Paris Las Vegas Mezz 8, LLC, as Borrower, Goldman Sachs Mortgage Company, and Bank of America, N.A., as Collateral Agent. | — | 8-K | — | 10.9 | 9/3/2010 | ||||||
10.58 | Second Amended and Restated Ninth Mezzanine Loan Agreement dated as of August 31, 2010, among Harrah's Las Vegas Mezz 9, LLC, Harrah's Atlantic City Mezz 9, LLC, Rio Mezz 9, LLC, Flamingo Las Vegas Mezz 9, LLC, Harrah's Laughlin Mezz 9, LLC, and Paris Las Vegas Mezz 9, LLC, as Borrower, Goldman Sachs Mortgage Company, and Bank of America, N.A., as Collateral Agent. | — | 8-K | — | 10.10 | 9/3/2010 | ||||||
10.59 | Note Sales Agreement dated as of August 31, 2010, among each first mezzanine lender, each second mezzanine lender, each third mezzanine lender, fourth mezzanine lender, fifth mezzanine lender, sixth mezzanine lender, seventh mezzanine lender, eighth mezzanine lender and ninth mezzanine lender, and specified mezzanine lender, Harrah's Entertainment, Inc., each Mortgage Loan Borrower, each Mezzanine Borrower and each Operating Company. | — | 8-K | — | 10.11 | 9/3/2010 | ||||||
10.60 | Form of Management Agreement entered into between each Mortgage Loan Borrower and its respective Operating Company. | — | 8-K | — | 10.12 | 9/3/2010 | ||||||
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ending | Exhibit | Filing Date | ||||||
10.61 | Form of Amended and Restated Operating Lease (Hotel Component) entered into between each Mortgage Loan Borrower, its respective Operating Company and its respective Management Company. | — | 8-K | — | 10.13 | 9/3/2010 | ||||||
10.62 | Form of Amended and Restated Operating Lease (Casino Component) entered into between each Mortgage Loan Borrower, its respective Operating Company and its respective Management Company. | — | 8-K | — | 10.14 | 9/3/2010 | ||||||
10.63 | Agreement Among Mortgage Noteholders, dated August 31, 2010, among JPMorgan Chase Bank, N.A., as Note A-1 Holder, Bank of America, N.A., as Note A-2 Holder, Citibank, N.A., as Note A-3 Holder, Credit Suisse, Cayman Islands Branch, as Note A-4 Holder, German American Capital Corporation, as Note A-5 Holder, Merrill Lynch Mortgage Lending, Inc., as Note A-6 Holder, JP Morgan Chase Bank, N.A., as Note A-7 Holder, Goldman Sachs Mortgage Company, as Note A-9 Holder, Bank of America, N.A., as Collateral Agent, and Bank of America, N.A. as Servicer. | — | 8-K | — | 10.15 | 9/3/2010 | ||||||
10.64 | Agreement Among First Mezzanine Noteholders, dated August 31, 2010, among JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), and Bank of America, N.A., as Collateral Agent. | — | 8-K | — | 10.16 | 9/3/2010 | ||||||
10.65 | Agreement Among Second Mezzanine Noteholders, dated August 31, 2010, among JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), and Bank of America, N.A., as Collateral Agent. | — | 8-K | — | 10.17 | 9/3/2010 | ||||||
10.66 | Agreement Among Third Mezzanine Noteholders, dated August 31, 2010, among JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), and Bank of America, N.A., as Collateral Agent. | — | 8-K | — | 10.18 | 9/3/2010 | ||||||
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ending | Exhibit | Filing Date | ||||||
10.67 | Agreement Among Fourth Mezzanine Noteholders, dated August 31, 2010, among JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), and Bank of America, N.A., as Collateral Agent. (Incorporated by reference to the exhibit filed with the Company's Current Report on Form 8-K filed on September 3, 2010.) | — | 8-K | — | 10.19 | 9/3/2010 | ||||||
10.68 | Agreement Among Fifth Mezzanine Noteholders, dated August 31, 2010, among Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), German American Capital Corporation, and Bank of America, N.A., as Collateral Agent. | — | 8-K | — | 10.20 | 9/3/2010 | ||||||
10.69 | Agreement Among Sixth Mezzanine Noteholders, dated August 31, 2010, among Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Goldman Sachs Mortgage Company, German American Capital Corporation, and Bank of America, N.A., as Collateral Agent. | — | 8-K | — | 10.21 | 9/3/2010 | ||||||
10.70 | Agreement Among Seventh Mezzanine Noteholders, dated August 31, 2010, among Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Goldman Sachs Mortgage Company, and Bank of America, N.A., as Collateral Agent. | — | 8-K | — | 10.22 | 9/3/2010 | ||||||
10.71 | Intercreditor Agreement, dated August 31, 2010, among the senior lender, first mezzanine lender, second mezzanine lender, third mezzanine lender, fourth mezzanine lender, fifth mezzanine lender, sixth mezzanine lender, seventh mezzanine lender, eighth mezzanine lender, and ninth mezzanine lender. | — | 8-K | — | 10.23 | 9/3/2010 | ||||||
10.72 | Equity Interest Purchase Agreement with Exhibits A-F with Penn National Gaming, Inc., Caesars Entertainment Operating Company, Inc. , Harrah’s Maryland Heights Operating Company, Players Maryland Heights Nevada, LLC and Harrah’s Maryland Heights, LLC, dated May 7, 2012. | — | 10-Q | 6/30/2012 | 10.102 | 8/8/2012 | ||||||
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ending | Exhibit | Filing Date | ||||||
10.73 | Share Purchase Agreement between Caesars Entertainment Operating Company, Inc., and Pearl Dynasty Investments Limited dated August 6, 2013. | X | ||||||||||
10.74 | Services Agreement, dated as of January 28, 2008, by and among Harrah’s Entertainment, Inc., Apollo Management VI, L.P., Apollo Alternative Assets, L.P. and TPG Capital, L.P. | — | 8-K/A | — | 10.15 | 2/7/2008 | ||||||
10.75 | Stockholders’ Agreement, dated as of January 28, 2008, by and among Apollo Hamlet Holdings, LLC, Apollo Hamlet Holdings B, LLC, TPG Hamlet Holdings, LLC, TPG Hamlet Holdings B, LLC, Co-Invest Hamlet Holdings, Series LLC, Co-Invest Hamlet Holdings B, LLC, Hamlet Holdings LLC and Harrah’s Entertainment, Inc., and, solely with respect to Sections 3.01 and 6.07, Apollo Investment Fund VI, L.P. and TPG V Hamlet AIV, L.P. | — | 8-K/A | — | 10.14 | 2/7/2008 | ||||||
10.76 | Form of First Amendment to the Stockholders’ Agreement by and among Apollo Hamlet Holdings, LLC, Apollo Hamlet Holdings B, LLC, TPG Hamlet Holdings, LLC, TPG Hamlet Holdings B, LLC, Co-Invest Hamlet Holdings, Series LLC, Co-Invest Hamlet Holdings B, LLC, Hamlet Holdings LLC and Caesars Entertainment Corporation. | — | S-1/A | — | 10.91 | 2/2/2012 | ||||||
10.77 | Form of Release and Contribution Agreement, dated as of January 25, 2012, by and among Caesars Entertainment Corporation, Co-Invest Hamlet Holdings, Series LLC, Co-Invest Hamlet Holdings B, LLC and the Participating Co-Investors listed on Schedule I. | — | S-1/A | — | 10.90 | 2/2/2012 | ||||||
10.78 | Form of Acknowledgment to the Services Agreement among Caesars Entertainment Corporation, Apollo Management VI, L.P., Apollo Alternative Assets, L.P. and TPG Capital, L.P. | — | S-1/A | — | 10.92 | 2/2/2012 | ||||||
10.79 | Irrevocable Proxy of Hamlet Holdings LLC, dated November 22, 2010. | — | 8-K | — | 10.1 | 11/24/2010 | ||||||
†10.80 | Amended and Restated Management Investors Rights Agreement, dated November 22, 2010. | — | 8-K | — | 10.2 | 11/24/2010 | ||||||
†10.81 | Consent and Acknowledgment, dated May 6, 2013, to the Amended Management Investors Rights Agreement. | — | 10-Q | 3/31/2013 | 10.74 | 5/9/2013 | ||||||
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ending | Exhibit | Filing Date | ||||||
10.82 | Credit Agreement dated as of April 25, 2011 between the Company, the Borrowers, the lenders (as defined therein) party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the lenders, for the financing of the Octavius Tower and Project Linq development. | — | 8-K | — | 10.1 | 4/27/2011 | ||||||
10.83 | Completion Guarantee dated as of April 25, 2011 by the Company in favor of JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the lenders (as defined therein), for the financing of the Octavius Tower and Project Linq development. | — | 8-K | — | 10.2 | 4/27/2011 | ||||||
10.84 | Disbursement Agreement dated as of April 25, 2011 between the Borrowers, JPMorgan Chase Bank, N.A. as disbursement agent and agent and Fulcrum LLC as construction consultant, for the financing of the Octavius Tower and Project Linq development. | — | 8-K | — | 10.3 | 4/27/2011 | ||||||
10.85 | Amended and Restated Credit Agreement, Dated as of November 14, 2012, among Caesars Entertainment Operating Company, Inc., as Borrower, and Caesars Entertainment Corporation, as Lender. | — | 10-K/A | 12/31/2012 | 10.72 | 3/15/2013 | ||||||
†10.86 | Caesars Entertainment Corporation Management Equity Incentive Plan, as amended and restated on November 29, 2011. | — | S-1/A | — | 10.78 | 12/28/2011 | ||||||
†10.87 | Caesars Entertainment Corporation 2012 Performance Incentive Plan. | — | S-1/A | — | 10.89 | 2/2/2012 | ||||||
†10.88 | Form of Indemnification Agreement entered into by Caesars Entertainment Corporation and each of its directors and executive officers. | — | S-1 | — | 10.75 | 11/16/2010 | ||||||
†10.89 | Form of Stock Option Grant Agreement dated April 16, 2012 between Caesars Entertainment Corporation and Gary W. Loveman. | — | 10-Q | 3/31/2012 | 10.96 | 5/9/2012 | ||||||
†10.90 | Form of Caesars Entertainment Corporation Management Equity Incentive Plan Stock Option Grant Agreement. | — | SC-TO-I | — | (d)(7) | 7/25/2012 | ||||||
†10.91 | Form of Amendment to Caesars Entertainment Corporation Management Equity Incentive Plan Stock Option Grant Agreement. | — | SC-TO-I | — | (d)(8) | 7/25/2012 | ||||||
†10.92 | Amendment No.1 to the Caesars Entertainment Corporation 2012 Performance Incentive Plan. | — | 8-K | — | 10.1 | 7/25/2012 | ||||||
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ending | Exhibit | Filing Date | ||||||
†10.93 | Form of Caesars Entertainment Corporation 2012 Performance Incentive Plan Nonqualified Option Award Agreement. | — | SC-TO-I | — | (d)(3) | 7/25/2012 | ||||||
†10.94 | Form of Caesars Entertainment Corporation 2012 Performance Incentive Plan Nonqualified Option Award Agreement (Replacement Options). | — | SC-TO-I | — | (d)(4) | 7/25/2012 | ||||||
†10.95 | Form of Caesars Entertainment Corporation 2012 Performance Incentive Plan Nonqualified Option Award Agreement (Replacement Options Granted to Gary W. Loveman). | — | SC-TO-I | — | (d)(5) | 7/25/2012 | ||||||
†10.96 | Form of Caesars Entertainment 2012 Performance Incentive Plan Restricted Share Award Agreement. | — | 10-K/A | 12/31/2012 | 10.84 | 3/15/2013 | ||||||
†10.97 | Form of Caesars Entertainment Corporation 2012 Performance Incentive Plan Restricted Stock Unit Award Agreement | — | 8-K | — | 10.1 | 7/2/2013 | ||||||
†10.98 | Financial Counseling Plan of Harrah's Entertainment, Inc., as amended January 1996. | — | 10-K | 12/31/1995 | 10.22 | 3/6/1996 | ||||||
†10.99 | Waiver of Financial Counseling Plan, effective as of April 29, 2013, by and between Gary W. Loveman and Caesars Entertainment Corporation. | — | 10-Q | 3/31/2013 | 10.31 | 5/9/2013 | ||||||
†10.100 | 2009 Senior Executive Incentive Plan, amended and restated December 7, 2012. | — | 10-K/A | 12/31/2012 | 10.90 | 3/15/2013 | ||||||
†10.101 | Caesars Entertainment Corporation Omnibus Incentive Plan, dated November 14, 2012. | — | 10-K/A | 12/31/2012 | 10.91 | 3/15/2013 | ||||||
†10.102 | Employment Agreement, made as of January 28, 2008, and amended on March 13, 2009, by and between Harrah’s Entertainment, Inc. and Gary W. Loveman. | — | 10-K | 12/31/2008 | 10.16 | 3/17/2009 | ||||||
†10.103 | Form of Employment Agreement between Caesars Entertainment Operating Company, Inc., and Jonathan S. Halkyard, Thomas M. Jenkin, and John W. R. Payne. | — | 8-K | — | 10.1 | 1/9/2012 | ||||||
†10.104 | Employment Agreement made as of November 14, 2012, by and between Caesars Entertainment Operating Company, Inc. and Donald Colvin. | — | 10-K/A | 12/31/2012 | 10.85 | 3/15/2013 | ||||||
†10.105 | Employment Agreement made as of August 8, 2012, by and between Caesars Entertainment Operating Company, Inc. and Diane Wilfong. | — | 10-K/A | 12/31/2012 | 10.86 | 3/15/2013 | ||||||
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ending | Exhibit | Filing Date | ||||||
†10.106 | Employment Agreement made as of April 2, 2009 by and between Harrah's Operating Company, Inc. and Timothy Donovan. | — | 10-K/A | 12/31/2012 | 10.87 | 3/15/2013 | ||||||
31.1 | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated August 9, 2013. | X | ||||||||||
31.2 | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated August 9, 2013. | X | ||||||||||
32.1 | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated August 9, 2013. | X | ||||||||||
32.2 | Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated August 9, 2013. | X | ||||||||||
99.1 | Supplemental Discussion of Caesars Entertainment Operating Company, Inc. Financial Information | X | ||||||||||
99.2 | Supplemental Discussion of Caesars Entertainment's Commercial Mortgage-Backed Securities Related Properties Financial Information | X | ||||||||||
***101 | The following financial statements from the Company’s Form 10-Q for the quarter ended June 30, 2013, formatted in XBRL: (i) Consolidated Condensed Balance Sheets, (ii) Consolidated Condensed Statements of Operations, (iii) Consolidated Condensed Statements of Comprehensive Loss, (iv) Consolidated Condensed Statement of Stockholders’ Equity, (v) Consolidated Condensed Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements. | X |
† | Denotes a management contract or compensatory plan or arrangement. |
* | Filed by Park Place Entertainment Corporation |
** | Filed by Harrah's Entertainment, Inc. |
*** | Furnished herewith. |
CAESARS ENTERTAINMENT CORPORATION | ||
August 9, 2013 | By: | /S/ DIANE E. WILFONG |
Senior Vice President, Controller, and Chief Accounting Officer |
Exhibit 10.73 | |
Dated 6 August 2013 | |
CAESARS ENTERTAINMENT OPERATING COMPANY, INC. and PEARL DYNASTY INVESTMENTS LIMITED | |
SHARE PURCHASE AGREEMENT | |
Linklaters | |
Linklaters 10th Floor, Alexandra House Chater Road Hong Kong | |
Telephone (+852) 2842 4888 | |
Facsimile (+852) 2810 8133/2810 1695 | |
Ref L-208232 |
(1) | Caesars Entertainment Operating Company, Inc., a company incorporated in Delaware whose registered office is at 1 Caesars Palace Drive, Las Vegas, Nevada, USA, 89108 (“Seller”); and |
(2) | Pearl Dynasty Investments Limited, a company incorporated in the British Virgin Islands whose registered office is at P.O. Box 957, Offshore Incorporations Centre, Road Town, British Virgin Islands (“Purchaser”). |
(A) | The Seller owns all of the Shares comprising the entire issued share capital of each of the Companies, details of which are set out in Paragraph 1 of Schedule 1. |
(B) | The Companies together own all of the Subsidiaries' Shares comprising the entire share capital of each of the Subsidiaries, details of which are set out in Paragraph 2 of Schedule 1. |
(C) | The Seller has agreed to sell the Shares, and therefore indirectly transfer the shares in Ou Toi and the Property, and to assume the obligations imposed on the Seller under this Agreement. |
(D) | The Purchaser has agreed to purchase the Shares, the purpose of which is to indirectly acquire the shares of Ou Toi and therefore the Property, and to assume the obligations imposed on the Purchaser under this Agreement. |
1 | Interpretation |
1.1 | Definitions |
(i) | if the amount of Working Capital shown in the Closing Managements Accounts is a negative number, less such amount of Working Capital; and |
(ii) | if the amount of Working Capital shown in the Closing Management Accounts is a positive number, plus such amount of Working Capital; |
(i) | information constituting exceptions to the Seller’s Warranties; and |
(ii) | details of other matters referred to in this Agreement; |
1.2 | Shares |
1.3 | Singular, plural, gender |
1.4 | References to persons and companies |
1.4.1 | a person include any natural person, company, partnership, proprietorship, joint venture, firm, trust, fund, union, government, statutory or public authority, or any entity or incorporated or unincorporated organization or association (whether or not having separate legal personality); and |
1.4.2 | a company include any company, corporation or any body corporate, wherever incorporated. |
1.5 | References to subsidiaries and holding companies |
1.5.1 | holds a majority of the voting rights in it; |
1.5.2 | is a member or shareholder of it and has the right to appoint or remove a majority of its board of directors or equivalent managing body; |
1.5.3 | is a member or shareholder of it and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in it; or |
1.5.4 | has the right to exercise a dominant influence over it, for example by having the power to give, or by actually giving, directions with respect to its operating and financial policies, with which its directors are obliged to comply. |
1.6 | References to including |
1.7 | References to accounts |
1.8 | Modification etc. of Statutes |
1.8.1 | that statute or provision as from time to time modified, re-enacted or consolidated whether before or after the date of this Agreement; |
1.8.2 | any past statute or statutory provision (as from time to time modified, re-enacted or consolidated) which that statute or provision has directly or indirectly replaced; and |
1.8.3 | any subordinate legislation made from time to time under that statute or statutory provision. |
1.9 | Headings |
1.10 | Schedules etc. |
1.11 | Information |
1.12 | Legal terms |
2 | Agreement to sell the Shares |
2.1.1 | On and subject to the terms of this Agreement, the Seller agrees to sell, and the Purchaser agrees to purchase, the Shares. |
2.1.2 | The Shares shall be sold free from Encumbrances and together with all rights and advantages attaching to them as at Closing (including the right to receive all dividends or distributions declared, made or paid on or after Closing). |
2.1.3 | The Seller shall procure that on or prior to Closing any and all rights of pre-emption over the Shares and the Subsidiaries' Shares are waived irrevocably by the persons entitled thereto. |
3 | Consideration |
3.1 | Amount |
3.1.1 | the Deposit; |
3.1.2 | any Extension Payment; and |
3.1.3 | the Closing Amount. |
3.2 | Purchaser acknowledgement |
3.3 | Reduction of consideration |
4 | Signing, Closing and post-Closing |
4.1 | Signing obligations |
4.1.3 | the Seller shall deliver or make available to the Purchaser or as the Purchaser may reasonably direct evidence that the Seller is authorised to execute and perform this Agreement; and |
4.1.4 | the Purchaser shall deliver or make available to the Seller or as the Seller may reasonably direct evidence that the Purchaser is authorised to execute and perform this Agreement. |
4.2 | Payment of Deposit |
4.2.5 | On or before the Initial Deposit Payment Date, the Purchaser shall pay the Initial Deposit to the Seller to the Seller’s Account by way of telegraphic transfer or other electronic means for same day value. |
4.2.6 | On or before the Further Deposit Payment Date, the Purchaser shall pay the Further Deposit to the Seller to the Seller’s Account by way of telegraphic transfer or other electronic means for same day value. |
4.3 | Pre-Closing obligations |
4.3.1 | The Seller shall procure that between the date of this Agreement and Closing, except as may be required to comply with any applicable law and/or to give effect to or comply with this Agreement, no Group Company will do or agree (conditionally or unconditionally) to do any of the following without the prior written consent of the Purchaser (acting reasonably): |
(i) | enter into any material contract or other material arrangement if such proposed contract or other arrangement is not: (a) on arm's length terms or otherwise contains unusual and onerous terms, or is not in the ordinary and usual course of the business of the Group Company concerned; and (b) is for a value equal to or more than US$50,000 for such individual contract or arrangement; |
(ii) | materially breach any of the terms of any material contract or material arrangements to which the Group Companies are a party and fail to cure such breach prior to Closing; |
(iii) | terminate any senior employee or service or management contracts relating to the Property or the business of the Group Companies, other than in the ordinary or usual course of business; |
(iv) | grant or agree to grant any new memberships to Caesars Golf for a term of more than two (2) years and in any event not more than 25 memberships in aggregate; |
(v) | make any material change in the nature or scope of its business; |
(vi) | acquire or form any subsidiary or acquire any shares in any company or acquire the whole or any substantial part of the undertaking, assets or business of any |
(vii) | merge or amalgamate or agree to merge or amalgamate its business with any other company; |
(viii) | enter into any scheme of arrangement with creditors; |
(ix) | make any loans to any person in excess of US$25,000, other than in the ordinary or usual course of business, but in any event not in excess of US$100,000 in aggregate; |
(x) | obtain from any person further borrowings in excess of US$25,000, other than in the ordinary or usual course of business, but in any event not in excess of US$100,000 in aggregate; |
(xi) | incur any individual debts or liabilities, other than individual debts or liabilities of value less than US$500,000 and incurred in the ordinary or usual course of business of the Group Companies, but in any event not in excess of US$3,000,000 in aggregate; |
(xii) | enter into any guarantee, indemnity or surety in excess of US$100,000; |
(xiii) | acquire or dispose of, or create any Encumbrance over or enter into an agreement to do the same in relation to the Property (or any part thereof), the Shares or the Subsidiaries' Shares, other than pursuant to a refinancing of debt of the Seller or its holding company which is consistent with and on substantially the same terms as the existing fixed and floating lien over the Shares and assets of the Group arising from the existing debt facilities of the Seller and which would not affect the ability of the Seller to sell the Shares and the Subsidiaries’ Shares free from Encumbrances at Closing in accordance with Clause 2.1.2, provided that the Seller shall notify the Purchaser of any such refinancing by the Seller or its holding company (as the case may be); |
(xiv) | alter the provisions of its memorandum or articles of association (or equivalent constitutional documents); |
(xv) | initiate any material litigation or arbitration proceedings relating to the Property, the Shares or the Subsidiaries' Shares; |
(xvi) | compromise, settle, release, discharge or compound litigation or arbitration proceedings or a liability, claim, action, demand or dispute, or waive a right in relation to litigation or arbitration proceedings, except in the ordinary or usual course of its business; |
(xvii) | cancel or fail to renew by the due date the Insurance Policies or do or omit to do anything within the Seller's control to render the Insurance Policies all or in part void or voidable; |
(xviii) | make any changes to the Insurance Policies or intentionally do anything to cause a breach of any Insurance Policy; |
(xix) | increase or agree to increase the remuneration (including salary, bonuses, commissions, profits in kind and pension contributions) of any of its directors or Relevant Employees by an amount in excess of 40% of current salary per annum; or vary the terms of employment of or dismiss any Relevant Employee or engage any new employee, in each case other than in the ordinary or usual course of business; or agree to provide any gratuitous payment or benefit to any person in excess of US$50,000 per annum; and in any event not in excess of US$200,000 in |
(xx) | other than in the ordinary or usual course of business, acquire or agree to acquire or dispose of or agree to dispose of any asset or enter into or amend any contract or arrangement, in each case, involving consideration, expenditure or liabilities in excess of US$100,000; |
(xxi) | make any change to its accounting practices or policies, other than in connection with the satisfaction of the Seller’s obligation in Clause 4.5.2, in which case the Seller shall notify the Purchaser in writing; |
(xxii) | reduce or increase its authorized or issued share capital, other than in connection with the satisfaction of the Seller’s obligation in Clause 4.5.2, in which case the Seller shall notify the Purchaser in writing; |
(xxiii) | declare or issue any dividends or make any gifts or similar payments or distributions to any person, except in the ordinary or usual course of business, and other than dividends or distributions to such Group Company’s shareholders or ultimate beneficial holders; |
(xxiv) | with respect to each Group Company’s share capital, create, allot or issue any shares, loan capital, securities convertible into shares or any option or right to subscribe in respect of any shares, loan capital or securities convertible into shares, other than in connection with the satisfaction of the Seller’s obligation in Clause 4.5.2, in which case the Seller shall notify the Purchaser in writing; |
(xxv) | wilfully and materially change in an adverse manner the condition of the main buildings on the Property (causality, fair wear and tear excepted); or |
(xxvi) | apply for any change of the use of the Property to a use other than that permitted under the Despatch and the land concession contract annexed to it. |
4.3.2 | Notwithstanding Clause 4.3.1, the Purchaser acknowledges that the Seller and/or any of the Group Companies may, between the date of this Agreement and Closing, take such actions as are necessary or desirable to obtain the required permits and approvals for the existing development at the Property as at the date of this Agreement and/or convert the title of the Property from provisional title to definitive title, provided that (i) the Seller shall consult with the Purchaser in respect of all such actions, and (ii) the Seller does not reasonably expect such actions to be detrimental to the continued use of the Property as a golf course. In the event that such actions are taken, they shall be deemed to not breach the Seller’s obligation in Clause 4.3.1(xxvi). |
4.3.3 | The Seller shall procure that, between the date of this Agreement and Closing: |
(i) | all Insurance Policies are maintained in all material respects on the same terms and with similar levels of cover prevailing at the date of this Agreement; |
(ii) | each Group Company shall duly make any insurance claims in accordance with the terms of the applicable Insurance Policies; |
(iii) | no Group Company shall, without the prior written consent of the Purchaser (such consent not to be unreasonably withheld), settle any insurance claim made by or on behalf of such Group Company materially below the amount claimed; and |
(iv) | any proceeds of liability insurance paid under any Insurance Policy are applied towards settling all claims against the Group Companies arising from the circumstances entitling the Group Companies to such proceeds and any proceeds of insurance against damage, loss or destruction of the Property are applied |
4.3.4 | The Seller shall, between the date of this Agreement and Closing: |
(i) | promptly notify in writing to the Purchaser any event or circumstance which, to the best of the Seller’s knowledge, information and belief, would be a breach of Clauses 4.3.1 or 4.3.3 or a breach of the Termination Fundamental Warranties; |
(ii) | promptly notify in writing to the Purchaser any event or circumstance which, to the best of the Seller’s knowledge, information and belief, would constitute a material breach of any of the Seller’s Warranties at Closing and for the avoidance of doubt, such notification shall not constitute a disclosure in relation to any Warranty or qualify as disclosed under Clause 5.2; |
(iii) | use its best endeavours to remedy any breaches of Clauses 4.3.1 and/or 4.3.3 and/or any breaches of the Termination Fundamental Warranties; and |
(iv) | cooperate with the Purchaser in relation to the sale of the Shares and the Property in accordance with this Agreement and accommodate any reasonable requests for assistance by the Purchaser. |
4.3.5 | After receipt of the Initial Deposit, subject to Clause 4.3.6, the Seller shall, and shall procure that its directors and officers and each of Caesars Entertainment Corporation and its direct and indirect controlled subsidiaries and controlling shareholders and stockholders and their respective directors and officers shall, between the date of this Agreement and the earlier of (a) the date of Closing and (b) the date of termination of this Agreement: |
(i) | not enter into or be involved in any discussions or negotiations with any potential buyer or its representative in connection with the sale of the Shares or the Property as contemplated under this Agreement (other than the Purchaser and its representatives); |
(ii) | suspend all discussions or other contact with third persons (other than the Purchaser) relating to the sale of the Shares or the Property as contemplated under this Agreement and not make available any further confidential information relating to sale of the Shares or the Property to such third persons; |
(iii) | not solicit or initiate any approach, proposal or offer, enter into discussions or negotiations, or enter into any agreement or arrangement, from or with any person (other than the Purchaser) for the purpose of securing an offer for the whole or any material part of the business and assets of the Group Companies, including the Property, or create any Encumbrance over the Shares, the Property or any of the Group Companies themselves, |
4.3.6 | Clause 4.3.5 shall not apply to any action or omission which, in the opinion of the directors of the Seller or their legal counsel, is required by virtue of their fiduciary duties, applicable law, any regulatory body or the rules and regulations of any recognized stock exchange on which the shares of Seller or any holding company of Seller are listed or quoted. |
4.3.7 | The Seller and the Purchaser shall each use all reasonable endeavours to procure that, between the date of this Agreement and Closing, the Escrow Agreement is executed, on terms mutually agreeable to each of the Seller and the Purchaser, acting reasonably, including: |
(i) | that the Escrow Amount is paid on Closing by the Purchaser to the Escrow Agent to be held by the Escrow Agent as security against any claims brought by the Purchaser under the terms of this Agreement for any breach of the Seller’s Warranties at Paragraphs 2.1.1 and 2.1.2 of Schedule 4 in so far as those Seller’s Warranties relate to the liabilities shown in the unaudited 31 December 2012 Accounts in respect of the Companies (“Unaudited Accounts Warranty Breach”), the purpose being to provide an escrowed amount as security for a limited period of time to allow the Purchaser to complete the Companies’ Audited Accounts following Closing and identify whether any breach of such Seller’s Warranties as relates to the liabilities shown in the unaudited 31 December 2012 Accounts of the Companies versus the liabilities shown in the Companies’ Audited Accounts has occurred, and to commence a claim if the Purchaser (acting reasonably) believes that there has been such a breach; and |
(ii) | that the Escrow Amount shall be released to the Seller on the earlier of (a) thirty (30) days after the Companies’ Audited Accounts are completed, or (b) 210 days after the date of Closing, in each case provided always that any portion of the Escrow Amount which is the subject of a claim for any Unaudited Accounts Warranty Breach at such time shall not be released to the Seller until such claim is determined or lapses in accordance with the terms of this Agreement, and to the extent such claim is determined in favour of the Purchaser in accordance with the terms of this Agremeent, such portion of the Escrow Amount as is necessary to satisfy such claim shall be duly released to the Purchaser, and the balance (if any) shall be duly released to the Seller. |
4.3.8 | On or before the date that is five (5) Business Days before Closing, the Seller shall deliver to the Purchaser, or as the Purchaser may direct in writing acting reasonably, the Closing Management Accounts. |
4.3.9 | Upon written request from the Purchaser given to the Seller within fifteen (15) to five (5) Business Days (in each case inclusive) before the commencement of any of the following periods, the Seller shall, (x) during the period nineteen (19) to sixteen (16) Business Days (in each case inclusive) before the date of Closing (as extended if applicable by Clause 4.4) ("First Notice Period") and (y) during the period four (4) Business Days before the date of Closing (as extended if applicable by Clause 4.4) until one (1) Business Day before the date of Closing (in each case inclusive) (as extended if applicable by Clause 4.4) ("Second Notice Period"), provide the Purchaser with a written notice either: |
(i) | confirming that so far as the Seller is aware, none of the following circumstances apply at the time the notice is given: |
(a) | there is an anticipated or actual breach of compliance or failure by the Seller to comply with Clause 4.3.1(xxvi); |
(b) | there is an anticipated or actual breach of compliance or failure by the Seller to comply with Clause 4.3.8; |
(c) | there is an anticipated or actual breach of compliance or failure by the Seller to comply with Paragraphs 1.1 and 1.2 of Schedule 3; |
(d) | there is an anticipated or actual breach of any of the Termination Fundamental Warranties where such breach would result in a Material Adverse Effect; or |
(e) | there is an anticipated or actual occurance of any of the circumstances listed in Clause 4.7.6(a) to (c); or |
(ii) | where so far as the Seller is aware one or more of the circumstances in Clauses 4.3.9(i)(a) to 4.3.9(i)(e) do apply, then giving full details in the notice of all actual or anticipated breaches or failures. |
4.3.10 | In the event that the Seller provides a notice to the Purchaser during the Second Notice Period in accordance with Clause 4.3.9 ("Second Notice") and between the time of the Second Notice and Closing the Seller becomes aware, acting reasonably, of the occurrence of any of the circumstances in Clauses 4.3.9(i)(a) to 4.3.9(i)(e), the Seller shall notify the Purchaser in writing as soon as it is aware of such occurance. |
4.4 | Date and place of Closing |
4.4.1 | Subject to Clause 4.4.2, Closing shall take place at 11.00 a.m. at the office of Jorge Neto Valente Advogados, 555 Avenida da Amizade, Macau Landmark Building, 15/F ICBC Tower, Macau on the date that is ninety (90) days from the date of this Agreement, or at such other place and time as may be agreed by the Seller and the Purchaser in writing. For the avoidance of doubt, the Purchaser may request an earlier date of Closing and the Seller shall promptly consider such request in good faith. |
4.4.2 | The Purchaser may on no more than one (1) occasion unilaterally extend the date of Closing by thirty (30) days from the date of Closing referred to in Clause 4.4.1 by: |
(v) | giving written notice to the Seller of its intention to do so no later than fifteen (15) Business Days before the date on which Closing was to occur; and |
(vi) | paying the Seller US$8,000,000 to the Seller’s Account by way of telegraphic transfer or other electronic means for same day value which shall be payable no later than the first Business Day of the extended month. |
4.4.3 | The Purchaser shall not be entitled to extend the date of Closing in accordance with Clause 4.4.2 more than once and in any event, Closing shall take place no later than the Long Stop Date. If any date for Closing as provided for under Clauses 4.4.1 or 4.4.2 falls on a day that is not a Business Day, Closing will be deferred to the next Business Day. |
4.4.4 | Any Extension Payment shall be deemed to increase the Purchase Price by the amount of such payment and shall be treated accordingly. |
4.5 | Closing obligations |
4.5.1 | On Closing the Seller shall comply with its obligations specified in paragraphs 1.1 to 1.2 of Schedule 3 and shall comply in all material respects with its obligations specified in paragraphs 1.3 to 1.21 of Schedule 3. |
4.5.2 | On or before Closing the Seller shall procure the full and final satisfaction of all the Caesars Group Liabilities. |
4.5.3 | Notwithstanding Clause 4.5.2, if any Caesars Group Liabilities will be outstanding at Closing, on or before Closing the Seller shall: |
(i) | assign any such outstanding Caesars Group Liabilities of the Subsidiaries to the Companies; and |
(ii) | procure entry by the relevant Caesars Group company of the relevant Deed of Waiver. |
4.6 | Payment on Closing |
4.6.1 | if the Escrow Agreement has been signed, the Escrow Amount to the Escrow Agent in accordance with the Escrow Agreement, and the remainder of the Closing Amount to the |
4.6.2 | if the Escrow Agreement has not been signed, the Closing Amount to the Seller by paying to the Seller’s Account by way of telegraphic transfer or other electronic means for same day value. |
4.7 | Termination on or before Closing |
4.7.1 | The sole right of the Parties to terminate this Agreement (save in each case for Clauses 1, 8 and 9.2 to 9.14, which shall survive termination), and the consequences related thereto, are set out in this Clause 4.7. Each Party's further rights and obligations cease immediately on termination, but termination does not affect a Party's accrued rights and obligations at the date of termination. |
4.7.2 | Provided that this Agreement has not already been terminated in accordance with this Clause 4.7, if the Purchaser has not paid both the Initial Deposit and the Further Deposit in accordance with Clauses 4.2.1 and 4.2.2, the Seller shall be entitled by notice in writing to terminate this Agreement without liability on its part and forfeit absolutely and retain for its own account any part of the Deposit that has been paid to it by the Purchaser. |
4.7.3 | Provided that this Agreement has not already been terminated in accordance with this Clause 4.7, if at any time the Compliance Committee of Caesars Entertainment Corporation determines, in its reasonable discretion, that its association with the Purchaser, including any of its shareholders, officers, directors or any other person associated with the Purchaser (including the Capital Provider, as defined in Clause 7.1.1), may violate any applicable statutes or regulations regarding prohibited relationships, or that a continued relationship with the Purchaser, including any shareholders, officers, directors or affiliates of the Purchaser (including the Capital Provider) would reasonably be anticipated to result in the loss of, inability to reinstate, or failure to obtain any registration, application or license or any other rights or entitlements held by the Seller or any of its affiliates under any applicable laws relating to gaming or gaming activities, the Seller must provide the Purchaser with written notice of such determination and its basis and a reasonable time period in which to cure or rectify the circumstances leading to such determination, if they are able to be cured or rectified. If the circumstances are not cured or rectified or if by their nature they are not able to be cured or rectified within the time period, the Seller may immediately terminate this Agreement by giving written notice to the Purchaser, and the Seller shall have no further liability to the Purchaser whatsoever, provided that the Seller shall, within ten (10) Business Days of such termination, refund to the Purchaser the Deposit and any Extension Payment. |
4.7.4 | Provided that this Agreement has not already been terminated in accordance with this Clause 4.7, if at any time a gaming regulatory authority renders a determination disapproving the terms of this Agreement or that the Purchaser or any of its shareholders, officers, directors, or any other person associated with the Purchaser (including the Capital Provider) is unsuitable, the Seller may immediately terminate this Agreement by giving written notice to the Purchaser, and the Seller shall have no further liability to the Purchaser whatsoever, provided that the Seller shall, within ten (10) Business Days of such termination, refund to the Purchaser the Deposit and any Extension Payment. |
4.7.5 | Provided that this Agreement has not already been terminated in accordance with this Clause 4.7, if: |
(a) | the Seller fails to comply with Clause 4.3.1(xxvi) (other than as provided for in Clause 4.3.2); |
(b) | the Seller fails to comply with Clause 4.3.8; |
(c) | the Seller fails to comply with Paragraphs 1.1 and 1.2 of Schedule 3; or |
(d) | there is a breach of any of the Termination Fundamental Warranties where such breach would result in a Material Adverse Effect, |
(i) | the Purchaser may by notice in writing to the Seller set a new date for Closing (being not more than twenty (20) Business Days after the agreed date for Closing) to enable the Seller to remedy any breaches of the Seller’s obligations set out in Clauses 4.7.5(a), (b), (c) or (d) (as applicable), in which case the provisions of Clauses 4.5 and 4.6 shall apply to Closing as so deferred, but provided such deferral may only occur once. For the avoidance of doubt, the Purchaser's election to set a new date for Closing shall not constitute any waiver of its rights or acceptance of any breach nor release the Seller from fulfilling its obligations under this Agreement; and/or |
(ii) | the Purchaser shall be entitled by notice in writing to the Seller to terminate this Agreement (whether or not the Purchaser elects to set a new date for Closing), in which case: |
(A) | where the failure or breach by the Seller is a failure or breach that is due to an action, omission or circumstance that is within the Seller’s direct control (and is not described in clause 4.7.5(ii)(B)(y) below), the Seller shall, within ten (10) Business Days of such termination: |
(B) | where the failure or breach by the Seller is a failure or breach that: (x) is due to an action, omission or circumstance that is outside the Seller’s direct control; or (y) is a direct or indirect consequence of an action or omission by a Third Party (regardless of what prompted such action or omission), then the Seller shall, within ten (10) Business Days of such termination, pay (or refund as applicable) to the Purchaser’s Account an amount equal to the aggregate of: |
4.7.6 | Provided that this Agreement has not already been terminated in accordance with this Clause 4.7, if due to any breaches of any applicable anti-corruption laws (a) Ou Toi no longer has the lease rights to the Property; (b) the Group Companies receive any written decision from any competent government authority to pursue steps to be taken by any competent government authority to avoid, suspend, cancel or terminate the land concession contract annexed to the Despatch; or (c) the government exercises its power of re-entry and takes possession of the Property or resumption of the Property occurs, then: |
(i) | the Purchaser may by notice in writing to the Seller set a new date for Closing (being not more than twenty (20) Business Days after the agreed date for Closing) to enable the Seller to remedy such breach, in which case the provisions of Clauses 4.5 and 4.6 shall apply to Closing as so deferred, but provided such deferral may only occur once. For the avoidance of doubt, the Purchaser's election to set a new date for Closing shall not constitute any waiver of its rights or acceptance of any breach nor release the Seller from fulfilling its obligations under this Agreement; and/or |
(ii) | the Purchaser shall be entitled by notice in writing to the Seller to terminate this Agreement (whether or not the Purchaser elects to set a new date for Closing), in which case, the Seller shall, within ten (10) Business Days of such termination, refund to the Purchaser’s Account the Deposit (but not any Extension Payment). Such payment shall be treated as a payment of damages in full and final satisfaction of any and all liabilities owed by the Seller to the Purchaser arising out of or in connection with this Agreement. |
4.7.7 | Provided that this Agreement has not already been terminated in accordance with this Clause 4.7, if the Purchaser fails to comply with Clause 4.6: |
(i) | the Seller may by notice in writing to the Purchaser set a new date for Closing (being not more than twenty (20) Business Days after the agreed date for Closing), in which case the provisions of Clauses 4.5 and 4.6 shall apply to Closing as so deferred, but provided such deferral may only occur once. For the avoidance of doubt, the Seller’s election to set a new date for Closing shall not constitute any waiver of its rights or acceptance of any breach nor release the Purchaser from fulfilling its obligations under this Agreement; and/or |
(ii) | the Seller shall be entitled by notice in writing to the Purchaser to terminate this Agreement, in which case the Seller shall be entitled to forfeit absolutely and retain for its own account out of the Deposit an amount equal to the aggregate of US$43,800,000 plus any Extension Payment. Such forfeiture shall be treated as a payment of damages in full and final satisfaction of any and all liabilities owed by the Purchaser to the Seller arising out of or in connection with this Agreement. The Seller shall, within ten (10) Business Days of such termination, refund to the Purchaser the remainder of the Deposit. Such payment shall be treated as a payment of damages in full and final satisfaction of any and all liabilities owed by the Seller to the Purchaser arising out of or in connection with this Agreement. |
4.8 | Post-Closing obligations |
4.8.1 | The Purchaser agrees that within sixty (60) Business Days of Closing, the Purchaser and its subsidiaries (including the Group Companies): |
(i) | shall cease and discontinue all uses of the “Caesars” name and marks, either alone or in combination with other words, and all names and marks similar to any of the foregoing or embodying any of the foregoing, either alone or in combination with other words; and |
(ii) | shall not expressly, or by implication, do business as, or represent themselves as, any member of the Caesars group, and shall use all reasonable efforts to ensure that there is no confusion as to the fact that the Property is no longer affiliated with the Caesars group. |
4.8.2 | The Seller agrees that for the period ending on the earlier of the Purchaser and its subsidiaries ceasing and discontinuing all uses of the “Caesars” names and marks and sixty (60) Business Days after the date of Closing, it shall indemnify the Purchaser and its subsidiaries from and against any liability arising as a result of the use of the “Caesars” names and marks by the Purchaser or its subsidiaries during that period. |
4.8.3 | The Seller agrees to cooperate with the Purchaser after Closing and to undertake such actions within its power as is reasonably practicable to: |
(i) | fulfil, to the extent not carried out, the Seller's obligations under Clauses 4.3.4(iii) and 4.5; |
(ii) | have the Companies’ Audited Accounts prepared; and |
(iii) | clear any Undisclosed Caesars Group Liabilities. |
4.9 | Post-Closing payments |
4.9.1 | The Purchaser may perform an audit of the Closing Management Accounts at its own cost after Closing and notify the Seller if there is any objection to the Closing Management Accounts (and the calculation of Working Capital derived therefrom) within 180 days after Closing. The accounting firm conducting such audit shall be agreed between the Parties (acting reasonably), and shall be PricewaterhouseCoopers, Deloitte Touche Tohmatsu, Ernst & Young or KPMG. If no such notice is given by the Purchaser, the Closing Management Accounts shall be deemed to be conclusive and binding on the Parties for the purposes of this Agreement. If the Purchaser does deliver a notice of objection to the Seller, the Parties shall use their best commercial endeavours to promptly resolve any objections raised and confirm in writing between them the agreed closing management accounts within fifteen (15) Business Days after the Seller's receipt of the Purchaser's notice of objection. If the Parties are unable to agree the closing management accounts within fifteen (15) Business Days after the receipt by the Seller of the notice of objection from the Purchaser, the Parties shall as soon as reasonably practicable jointly appoint an international professional accounting firm other than the accounting firm who conducted the initial audit on behalf of the Purchaser but provided that such international professional accounting firm shall still be PricewaterhouseCoopers, Deloitte Touche Tohmatsu, Ernst & Young or KPMG, to make a determination in relation to the items in dispute and determine the closing management accounts within twenty (20) Business Days after its appointment and such costs shall be borne equally between the Parties. Any closing management accounts agreed in accordance with this Clause 4.9.1 or determined by the international professional accounting firm shall be conclusive and binding on the Parties (barring manifest error) and become the agreed closing management accounts (the "Agreed Closing Management Accounts"). |
4.9.2 | The Working Capital shall be derived from the Closing Management Accounts where no objection to the Closing Management Accounts is made by the Purchaser within 180 days after Closing as provided under Clause 4.9.1, or if such objection is made, it shall be derived from the Agreed Closing Management Accounts. |
4.9.3 | If the Working Capital is a negative number, then the Seller shall credit by telegraphic transfer or other electronic means for same day value to the Purchaser's Account an amount equal to the deficit of the Working Capital below zero as a reduction in the Purchase Price, provided that such deficit is equal to or more than US$100,000. |
4.9.4 | If the Working Capital is a positive number then the Purchaser shall credit by telegraphic transfer or such other means for same day value to the Seller’s Account an amount equal to the excess of the Working Capital over zero as an increase in the Purchase Price, provided that such excess is equal to or more than US$100,000. |
4.9.5 | Any payment made under Clause 4.9.3 or Clause 4.9.4 shall be made: |
(i) | if no objection to the Closing Management Accounts is made by the Purchaser within 180 days after Closing as provided under Clause 4.9.1, on the next Business Day thereafter; or |
(ii) | if an objection to the Closing Management Accounts is made under Clause 4.9.1, on or before the fifth (5) Business Day after the date on which the Agreed Closing |
5 | Warranties, Covenants and Indemnities |
5.1 | The Seller’s Warranties, Covenants and Indemnities |
5.1.1 | Subject to Clause 5.2, the Seller warrants and represents to the Purchaser that the statements set out in Schedule 4: |
(iii) | are true and accurate in all respects and not misleading in any respect as of the date of this Agreement; and |
(iv) | would be true and accurate in all respects and not misleading in any respect at Closing as if they had been repeated at Closing, and for this purpose, where there is an express or implied reference in a Warranty to the “date of this Agreement”, that reference is to be construed as a reference to the date of Closing unless the context otherwise requires. |
5.1.2 | Each of the Seller’s Warranties and the Tax Indemnity shall be separate and independent and shall not be limited by reference to any other paragraph of Schedule 4 or by anything in this Agreement. |
5.1.3 | Any reference in this Agreement to, and any Seller’s Warranty qualified by, the expression “to the best of the Seller’s knowledge, information and belief” or any similar expression shall, unless otherwise stated, be deemed to refer to the actual knowledge of Timothy Donovan (General Counsel), Steven Tight (President of International Development), Scott Wiegand (Chief Counsel, Enterprise Development), Wang Yingdong (Chief Counsel, Asia Operations and Development), Ken Kuick (Vice President and Assistant Controller), Li Wei (Head of Golf Course Operations) and Prina Lo (Head of Golf Course Finance) of such matters, after making due and reasonable enquiries. |
5.1.4 | The rights and remedies of the Purchaser in respect of any breach of any of the Seller’s Warranties, together with any limitations set out in this Agreement in respect of them, will survive Closing. |
5.1.5 | If there is any breach of any of the Seller's Warranties (other than any breach of the Seller’s Fundamental Warranties or an Unaudited Accounts Warranty Breach), or any breach or non-fulfilment of Clauses 4.3 or 4.5 (except for a breach of Clause 4.5.2, in which case Clause 5.1.6 shall apply), resulting in the Group Companies having incurred or incurring any liability to any third party or an increase in a liability to any third party which it would not have incurred had the relevant circumstances been as so warranted or the obligations fulfilled, then, subject to Clause 6, the Seller agrees to pay to the Purchaser on demand (at the option of the Purchaser) an amount equal to the liability or increased liability incurred by the Group Companies as a result of such a breach or non-fulfilment of any of the Seller's Warranties or such Clauses without prejudice to the usual remedies available for breach of warranties. |
5.1.6 | If there is any breach or non-fulfilment of Clauses 2, 4.5.2, 4.8.3(iii) or 5.3.2, or any breach of the Seller’s Fundamental Warranties, or any liabilities arising from (i) the Undisclosed Caesars Group Liabilities, (ii) Deeds of Waiver, (iii) an Unaudited Accounts Warranty Breach and/or (iv) the sale of the Shares affected by any Encumbrance related to the debt facilities of the Seller, which results in the Group Companies having incurred or incurring any liability to any third party or an increase in a liability to any third party which it would not have incurred had the relevant circumstances been as so warranted or the obligations fulfilled, then, subject to Clause 6 (except that for the purposes of this Clause, Clause 6.2 shall not apply), the Seller agrees to pay to the Purchaser on demand (at the option of the Purchaser) an amount equal to the liability or increased liability incurred by the Group |
5.2 | Seller’s disclosures |
5.3 | The Seller’s waiver of rights against the Group |
5.3.1 | any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any of the Group Companies in connection with assisting the Seller in the giving of any Seller’s Warranty or the preparation of the Disclosure Letter; and |
5.3.2 | any Caesars Group Liabilities that remain after Closing, other than where and solely to the extent that (i) such liabilities have been or are adjusted for in accordance with the post-Closing adjustment provisions set out in Clause 4.9, or (ii) the Purchaser retains any part of the Escrow Amount corresponding to the amount of such liabilities in accordance with the Escrow Agreement. |
5.4 | The Purchaser’s Warranties |
5.4.1 | The Purchaser warrants and represents to the Seller that the statements set out in Schedule 5 are true and accurate in all material respects and not misleading in any material respect as of the date of this Agreement and will be true and accurate in all respects and not misleading in any respect at Closing as if they had been repeated at Closing. |
5.4.2 | Each of the Purchaser’s Warranties shall be separate and independent and shall not be limited by reference to any other paragraph of Schedule 5 or by anything in this Agreement. |
5.4.3 | The rights and remedies of the Seller in respect of any breach of any Purchaser’s Warranties, together with any limitations set out in this Agreement in respect of them, will survive Closing. |
6 | Limitation of liability |
6.1 | Time limitation for claims |
6.1.1 | Neither the Seller nor the Purchaser shall be liable in respect of any claim under this Agreement unless a written notice of the claim is given to it by the other party specifying the matters set out in Clause 6.1.2 before 30 April 2014 and legal proceedings in respect of such claim (if it has not been previously satisfied, settled or withdrawn) is commenced on or before 31 December 2014 provided that such time limitations for claims do not apply to any claims in relation to the Fundamental Warranties or Tax. Written notice of any claims for breach of a Fundamental Warranty must be given to the other party specifying the matters set out in Clause 6.1.2 before the date that is two (2) years from the date of Closing and legal proceedings in respect of such claim (if it has not been previously satisfied, settled or withdrawn) must be commenced on or before the date that is two (2) years and six (6) months from the date of Closing. Written notice of any claims relating to Tax, including under the Tax Indemnity, must be given to the other party specifying the matters set out in Clause 6.1.2 by the earlier of (i) the expiry of the applicable statutory period of limitation in respect of claims relating to Tax and (ii) the date that is five (5) years from the date of Closing, and legal proceedings in respect of each such claim (if it has not been previously satisfied, settled or |
6.1.2 | Notices of claims for breach of any Warranty shall be given by the Purchaser to the Seller or by the Seller to the Purchaser (as the case may be) within the time limits specified in this Clause 6.1, specifying in reasonable detail the legal and factual basis of the claim and the evidence on which the Purchaser or the Seller (as the case may be) relies and, if practicable, an estimate of the amount of Losses which are, or are to be, the subject of the claim. |
6.2 | Minimum claims |
6.2.1 | Subject to Clause 6.2.7, the Seller shall not be liable in respect of any claim under this Agreement (except in relation to the Tax Indemnity and Clauses 4.9 and 5.1.6) unless and until: |
(iv) | the amount of any individual substantiated claim exceeds US$75,000; and |
(v) | the aggregate amount of all such substantiated claims exceeds US$1,000,000, |
6.2.2 | Subject to Clause 6.2.7, where the liability agreed or determined in respect of any such individual substantiated claim referred to in Clause 6.2.1(i) exceeds US$75,000, subject as provided elsewhere in this Clause 6, the Seller shall be liable for the full amount of the individual substantiated claim as agreed or determined (and not just the excess). |
6.2.3 | Subject to Clause 6.2.7, where the liability agreed or determined in respect of all substantiated claims or series of claims referred to in Clause 6.2.1(ii) exceeds US$1,000,000, subject as provided elsewhere in this Clause 6, the Seller shall be liable for the full amount of the substantiated claim or series of claims as agreed or determined (and not just the excess). |
6.2.4 | Subject to Clause 6.2.7, the Purchaser shall not be liable in respect of any claim under this Agreement unless and until: |
(v) | the amount of any individual substantiated claim exceeds US$75,000; and |
(vi) | the aggregate amount of all such substantiated claims exceeds US$1,000,000, |
6.2.5 | Subject to Clause 6.2.7, where the liability agreed or determined in respect of any such individual substantiated claim referred to in Clause 6.2.4(i) exceeds US$75,000, subject as provided elsewhere in this Clause 6, the Purchaser shall be liable for the full amount of the individual substantiated claim as agreed or determined (and not just the excess). |
6.2.6 | Subject to Clause 6.2.7, where the liability agreed or determined in respect of all substantiated claims or series of claims referred to in Clause 6.2.4(ii) exceeds US$1,000,000, subject as provided elsewhere in this Clause 6, the Purchaser shall be liable for the full amount of the substantiated claim or series of claims as agreed or |
6.2.7 | For the purpose of this Clause 6.2, any claims arising from substantially identical facts or circumstances shall be aggregated. |
6.3 | Maximum liability |
6.3.1 | To the extent allowed by law, the aggregate liability of the Seller in respect of all claims under this Agreement (including all claims for all breaches of the Seller’s Warranties and in relation to the Tax Indemnity, but subject to Clause 6.3.2) shall not exceed a total sum equal to the Purchase Price less any Brokerage. |
6.3.2 | To the extent allowed by law, the aggregate liability of the Seller in respect of all breaches of the Seller’s Warranties, other than any of the Seller’s Fundamental Warranties, shall not exceed the total sum of US$30,000,000. |
6.3.3 | To the extent allowed by law, the aggregate liability of the Purchaser in respect of all breaches of the Purchaser’s Warranties shall not exceed the total sum of fifty per cent. (50%) of the Purchase Price. |
6.4 | Tax Indemnity |
6.4.1 | The Seller shall indemnify in full and hold harmless the Purchaser and the Group Companies from and against any of the following to which any Group Company is or becomes subject, for (or that is attributable or relates to) any and all periods ending on or before the date of Closing and, with respect to any relevant taxable period that begins on or before and ends after the date of Closing, for the portion thereof ending on the date of Closing: |
(v) | any unpaid Tax; |
(vi) | any liabilities resulting from underpayment, delayed payment or deferral of any Tax or any non-compliance of any applicable Tax laws, including unfiled tax returns of the Subsidiaries relating to the years 2007 to 2012; |
(vii) | all stamp duties, transfer or registration Taxes in relation to all documents of title in relation to the Property and any transfer documents in relation to the Property, the Shares, the Subsidiaries' Shares or equity of the Subsidiaries other than those related to the transfer of Shares under this Agreement; |
(viii) | any liabilities incurred for breach of any applicable anti-avoidance Tax laws, transfer pricing or non-arm's length transactions; and |
(ix) | any liabilities resulting from any claw-back or other claims by any government agencies, including the Tax Authority, whether made before or after the date of Closing, in connection with any Tax exemption, refund, benefit, allowance, subsidy or Tax credits granted to any Group Company with respect to any periods ending on or before the date of Closing, |
6.4.2 | The Seller shall not be liable under the Tax Indemnity to the extent that the liability relates to: |
(i) | the fraud, negligence or wilful default of the Purchaser or, after Closing, any Group Company; |
(ii) | a voluntary act or omission of the Purchaser or any Group Company carried out after Closing; |
(iii) | any change in any provision of any law or regulation, including amendment, supplementation or repeal of an existing law or regulation, or promulgation of a new law or regulation which comes into force after Closing and which is retrospective in effect; |
(iv) | any change in accounting policies, principles or interpretation after Closing; or |
(v) | any matters which are fairly and fully disclosed in this Agreement or the Disclosure Letter. |
6.4.3 | The Parties shall cooperate with each other with respect to resolving any claim or liability in respect of which the Seller is obligated to indemnify the Purchaser under the Tax Indemnity, including by using commercially reasonable efforts to mitigate or resolve any such claim or liability. |
6.5 | Conduct of third party claims |
6.5.1 | subject to the other party (the “Other Party”) indemnifying the First Party against all Losses, the First Party shall take (or procure to be taken) such action as the Other Party may reasonably request to avoid, dispute, deny, defend, resist, appeal, compromise or contest such claim; |
6.5.2 | the First Party or the Group Company(s) concerned may admit, compromise, dispose of or settle such claim if the Other Party unreasonably delays making a request pursuant to Clause 6.5.1, provided that the First Party or Group Company(s) concerned has notified the Other Party of its intention to deal with such claim and has given the Other Party a period of ten (10) Business Days to respond; |
6.5.3 | if the Other Party makes any request pursuant to Clause 6.5.1, the First Party shall take (or procure to be taken), subject to being paid all reasonable costs and expenses in connection therein, all reasonable steps to procure that the Other Party is provided on reasonable notice with all material correspondence and documentation relating to the claim as the Other Party may reasonably request, including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records as the Other Party or its financial, accounting or legal advisers may reasonably request, subject to the Other Party agreeing in such form as the First Party may reasonably require to keep all such correspondence and information confidential and to use it only for the purpose of dealing with the relevant claim. |
6.6 | Miscellaneous provisions |
6.6.1 | If after a party (the “Paying Party”) has made any payment in respect of a claim under this Agreement, the other party (and/or, in the case of the Purchaser, any Group Company) (the “Receiving Party”) shall receive a relief, refund, or recovery from a third party, of all or part of any claim made under this Agreement, the Receiving Party shall as soon as practicable, and in any event within seven (7) Business Days upon the actual receipt of such relief, refund or payment, repay to the Paying Party a sum corresponding to an amount equal to (i) the amount of such relief, refund or payment recovered by the Receiving Party (or any Group Company as the case may be) less any costs or expenses incurred in obtaining such relief, refund or payment or if less (ii) the amount previously paid by the Paying Party attributable in respect of such claims by the Receiving Party. |
6.6.2 | No claim may be brought by the Purchaser against the Seller in respect of this Agreement, |
(i) | liability is attributable to a voluntary act or omission on or after the Closing, on the part the Purchaser or any of the Group Companies, done, committed or effected: |
(a) | outside the ordinary and usual course of business and in the knowledge that such act, omission or transaction might give rise to, or increase the extent of, a claim under this Agreement or in circumstances where such claim was reasonably foreseeable as a result of such act, omission or transaction; or |
(b) | otherwise than pursuant to a legally binding commitment to which the Group is subject on or before Closing; |
(ii) | specific provision or specific reserve in respect thereof has been made in the Accounts or the Closing Management Accounts to the extent of such specific provision or specific reserve; |
(iii) | liability which arises (a) as a result of any change in any provision of any law or regulations, including amendment, supplementation or repeal of an existing law or regulation, or introduction of a different interpretation or method of implementation of an existing law or regulation after the date of this Agreement, or (b) promulgation of a new law or regulation (which comes into force after the date of this Agreement and which is retrospective in effect); or |
(vi) | liability which arises as a result of a change in accounting policies, principles or interpretation after Closing. |
6.6.3 | The Purchaser expressly agrees and accepts that: |
(vii) | no claim shall lie against the Seller under this Agreement to the extent that the subject of the claim relates to the fact that any of the Group Companies has lost goodwill or possible business; |
(viii) | the Seller shall assume no liabilities in respect of the status, rights or claims of or by any members or potential members of Caesars Golf (whether known or unknown, asserted or unasserted, accrued or contingent) and after Closing, the Purchaser shall procure that Caesars Golf assume all liabilities towards the members of Caesars Golf; |
(ix) | the Seller shall assume no liabilities in respect of the condition of the soil of, or environmental issues in relation to, the Property, save that the Seller warrants that the Purchaser has been given all information to the best of the Seller’s knowledge, information and belief with respect thereto; and |
(x) | no other warranties with regard to the matters specified in this Clause 6.6.3 are given by the Seller and shall be expressly excluded if implied by law. |
6.6.4 | The parties expressly waive and forego any right to recover punitive, exemplary, lost profits, consequential or similar damages in any arbitration, lawsuit, litigation or proceeding arising out of or resulting from any controversy or claim arising out of or relating to this Agreement or the transactions contemplated hereby. |
6.7 | Fraud |
6.7.1 | any claim against the Seller which arises or is increased, or to the extent to which it arises or is increased, as the consequence of, or which is delayed as a result of, fraud, or wilful |
6.7.2 | any claim against the Purchaser which arises or is increased, or to the extent to which it arises or is increased, as the consequence of, or which is delayed as a result of, fraud, or wilful concealment by the Purchaser or any of its subsidiaries or holding companies or their respective directors, officers, employees or agents. |
6.8 | Purchaser’s knowledge |
6.9 | Double claims |
7 | Compliance obligations |
7.1 | The Purchaser shall between the date of this Agreement and Closing cooperate with and provide the Seller with any documentation or other information requested by the Seller in connection with any investigation by the Seller on: |
7.1.1 | the Purchaser and its shareholders, officers, directors or other persons associated with the Purchaser (including the capital provider of the Purchaser in respect of the transactions contemplated by this Agreement (the “Capital Provider”)), in accordance with the Seller’s compliance programs, compliance policies or applicable laws and regulations; or |
7.1.2 | the source of funds paid to the Seller (including the funds provided by the Capital Provider) in connection with the transactions contemplated by this Agreement, in accordance with applicable anti-money laundering, anti-bribery or anti-corruption laws or regulations. |
7.2 | The Purchaser shall immediately inform the Seller in writing if it knows or reasonably suspects that a possible violation by the Purchaser or any of its subsidiaries, affiliates, shareholders, officers, or directors (including the Capital Provider) of any applicable anti-money laundering, anti-bribery or anti-corruption law or regulation has taken place, or where a request, demand or solicitation of money or anything of value was received by it or any of its subsidiaries, affiliates, shareholders, officers, directors or other person associated with it (including the Capital Provider). |
7.3 | The Purchaser agrees that the Seller or any of its affiliates may make full disclosure of information relating to a possible violation by the Purchaser or any shareholder, officer, director or other person associated with it (including the Capital Provider) of any applicable anti-money laundering, anti-bribery or anti-corruption law or regulation at any time and for any reason to any governmental authority, including the governmental authorities of the United States of America, Macau or the PRC. |
7.4 | The Purchaser shall keep accurate accounts, books and records showing all costs and charges incurred in connection with the transactions contemplated by this Agreement in accordance with generally accepted accounting principles and practices and shall preserve these records for five (5) years, and the Purchaser agrees that the Seller and its affiliates shall have the right, upon reasonable written notice to the Purchaser, to audit its compliance with this Clause 7.4, |
8 | Confidentiality |
8.1 | Announcements |
8.2 | Confidentiality |
8.2.1 | Subject to Clauses 8.1 and 8.2.2: |
(i) | each of the Seller and the Purchaser shall, and the Purchaser shall procure that the Capital Provider shall, treat as strictly confidential and not disclose or use any information received or obtained as a result of entering into this Agreement (or any agreement entered into pursuant to this Agreement) which relates to: |
(f) | the existence and the provisions of this Agreement and of any agreement entered into pursuant to this Agreement; or |
(g) | the negotiations relating to this Agreement (and any such other agreements); |
(ii) | the Seller shall treat as strictly confidential and not disclose or use any information relating to the Group Companies following Closing and any other information relating to the business, financial or other affairs (including future plans and targets) of the Purchaser (or any of its holding companies); |
(iii) | the Purchaser shall, and shall procure that the Capital Provider shall, treat as strictly confidential and not disclose or use any information relating to the business, financial or other affairs (including future plans and targets) of the Seller (or any of its holding companies). |
8.2.2 | Clause 8.2.1 shall not prohibit disclosure or use of any information if and to the extent: |
(vii) | the disclosure or use is required by law, any regulatory body or any recognised stock exchange on which the shares of either party (or their respective holding companies) are listed; |
(viii) | the disclosure or use is required to vest the full benefit of this Agreement in the Seller or the Purchaser; |
(ix) | the disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement or any other agreement entered into under or pursuant to this Agreement or the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing party; |
(x) | the disclosure is made to professional advisers of any party on a need to know basis and on terms that such professional advisers undertake to comply with the provisions of Clause 8.2.1 in respect of such information as if they were a party to this Agreement; |
(xi) | the information is or becomes publicly available (other than by breach of this Agreement); |
(xii) | the other party has given prior written approval to the disclosure or use; or |
(xiii) | the information is independently developed after Closing. |
8.3 | Special Confidential Information |
8.3.1 | The Seller may disclose the identity of the Capital Provider only: |
(i) | to Caesar’s Affiliates or any employees, officers or directors of the Seller or Caesar's Affiliates (including any directors of the Seller or Caesar’s Affiliates who, prior to Closing, are also directors of the Subsidiaries), other than those who are Macau citizens or residents or those currently residing or have been residing in Macau in the last three (3) years; |
(ii) | to any major shareholder of the Seller or any of Caesar's Affiliates or such major shareholder’s employees, officers or directors, other than those who are Macau citizens or residents or those currently residing or have been residing in Macau in the last three (3) years; and |
(iii) | if the disclosure is required by law or any regulatory body. |
8.3.2 | For the purposes of this Clause 8.3, "Caesar's Affiliates" shall mean any and all of the Seller's affiliates except for the Subsidiaries. |
9 | Other provisions |
9.1 | Further assurances |
9.1.1 | Each of the Seller and the Purchaser shall, and shall use reasonable endeavours to procure that any necessary third party shall, from time to time, execute such documents and perform such acts and things as the other party may reasonably require to transfer the Shares to the Purchaser and to give it the full benefit of this Agreement. |
9.1.2 | Following Closing and pending registration of the Purchaser as owner of the Shares, the Seller shall exercise all voting and other rights in relation to the Shares, and shall procure that the Companies shall exercise all voting rights and other rights in relation to the Subsidiaries' Shares, solely in accordance with the Purchaser’s instructions. |
9.2 | Whole agreement |
9.2.1 | This Agreement contains the whole agreement between the Seller and the Purchaser relating to the subject matter of this Agreement at the date of this Agreement to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the Seller and the Purchaser in relation to the matters dealt with in this Agreement. |
9.2.2 | In this Clause 9.2, “this Agreement” includes the Disclosure Letter and all documents entered into pursuant to this Agreement. |
9.3 | Reasonableness |
9.3.1 | Each of the Seller and the Purchaser confirms it has received independent legal advice relating to all the matters provided for in this Agreement, including the terms of Clause 9.2 |
9.3.2 | In this Clause 9.3, “this Agreement” includes the Disclosure Letter and all documents entered into pursuant to this Agreement. |
9.4 | Assignment |
9.5 | Variation |
9.6 | Time of the essence |
9.7 | Costs |
9.7.1 | The Seller shall bear all costs incurred by it in connection with the preparation, negotiation and entry into of this Agreement and the sale of the Shares. |
9.7.2 | The Purchaser shall bear all such costs incurred by it in connection with the preparation, negotiation and entry into of this Agreement and the purchase of the Shares. |
9.8 | Notarial fees, registration, stamp and transfer Taxes and duties |
9.9 | Interest |
9.10 | Notices |
9.10.1 | Any notice or other communication in connection with this Agreement (each, a “Notice”) shall be: |
(i) | in writing in English; |
(ii) | delivered by hand, fax, registered post or by courier using an internationally recognised courier company. |
9.10.2 | A Notice to the Seller shall be sent to the following address, or such other person or address as the Seller may notify to the Purchaser from time to time: |
9.10.3 | A Notice to the Purchaser shall be sent to the following address, or such other person or address as the Purchaser may notify to the Seller from time to time: |
9.10.4 | A Notice shall be effective upon receipt and shall be deemed to have been received: |
(i) | at the time of delivery, if delivered by hand, registered post or courier; or |
(ii) | at the time of transmission in legible form, if delivered by fax. |
9.11 | Invalidity |
9.11.1 | If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties. |
9.11.2 | To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 9.11.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under Clause 9.11.1, not be affected. |
9.12 | Counterparts |
9.13 | Governing law and arbitration |
9.13.1 | This Agreement and the documents to be entered into pursuant to it (save as expressly referred to therein) shall be governed by and construed in accordance with Hong Kong law. |
9.13.2 | Any dispute, controversy or claim arising out of or connected with this Agreement, or the breach, termination or invalidity thereof, including a dispute as to the validity or existence of this Agreement and/or this Clause 9.13, shall be settled by final and binding arbitration in Hong Kong in English under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when the Notice of Arbitration is submitted in accordance with such rules before a panel of three (3) arbitrators with each Party |
9.14 | Appointment of process agent |
9.14.1 | The Seller hereby irrevocably appoints Caesars Asia Limited of 18th Floor, Two Chinachem Plaza, 68 Connaught Road Central, Hong Kong as its agent to accept service of process in Hong Kong in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Seller. |
9.14.2 | The Seller agrees to inform the Purchaser in writing of any change of address of such process agent within fourteen (14) days of such change. |
9.14.3 | If such process agent ceases to be able to act as such or to have an address in Hong Kong, the Seller irrevocably agrees to appoint a new process agent in Hong Kong and to deliver to the Purchaser within fourteen (14) days a copy of a written acceptance of appointment by the process agent. |
9.14.4 | The Purchaser hereby irrevocably appoints DLA Piper Hong Kong of 17th Floor, The Landmark, 15 Queen’s Road, Central, Hong Kong as its agent to accept service of process in Hong Kong in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Purchaser. |
9.14.5 | The Purchaser agrees to inform the Seller in writing of any change of address of such process agent within fourteen (14) days of such change. |
9.14.6 | If such process agent ceases to be able to act as such or to have an address in Hong Kong, the Purchaser irrevocably agrees to appoint a new process agent in Hong Kong and to deliver to the Seller within fourteen (14) days a copy of a written acceptance of appointment by the process agent. |
9.14.7 | Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law or the right to bring proceedings in any other jurisdiction for the purposes of the enforcement or execution of any judgment or other settlement in any other courts. |
SIGNED by /s/ Authorized Representative on behalf of CAESARS ENTERTAINMENT OPERATING COMPANY, INC. | ||
SIGNED by/s/ Authorized Representative on behalf of PEARL DYNASTY INVESTMENTS LIMITED |
1 | Particulars of the Companies |
Name of Company: | VLO Development Corporation |
Registered number: | 1416870 |
Registered office: | P.O. Box 3321, Drake Chambers, Road Town, Tortola, the BVI |
Date and place of incorporation: | 5 July 2007 / the BVI |
Authorised and issued capital: | 50,000 / 1 |
Shareholder and shares held: | The Seller - 100% |
Directors: | Gary W. Loveman Michael D. Cohen |
Secretary: | N/A |
Name of Company: | VFC Development Corporation |
Registered number: | 1416848 |
Registered office: | P.O. Box 3321, Drake Chambers, Road Town, Tortola, the BVI |
Date and place of incorporation: | 5 July 2007 / the BVI |
Authorised and issued capital: | 50,000 / 1 |
Shareholder and shares held: | The Seller - 100% |
Directors: | Gary W. Loveman Michael D. Cohen |
Secretary: | N/A |
2 | Particulars of the Subsidiaries |
Name of Subsidiary: | Macau Orient Investment Limited Macau Orient Investimentos, Limitada |
Registered number: | 14731 SO |
Registered office: | Avenida da Praia Grande, nº 517, Edifício Comercial Nam Tung, 20º andar, em Macau |
Date and place of incorporation: | 20 July 2001 / Macau |
Capital: | MOP$100,000 |
Shareholders and quotas held: | VLO Development Corporation – 99% VFC Development Corporation – 1% |
Directors: | Gary W. Loveman Steven M. Tight Michael D. Cohen |
Name of Subsidiary: | Ou Toi Investment Company Limited Ou Toi Investimento, Limitada |
Registered number: | 14821 SO |
Registered office: | Avenida da Praia Grande, nº 517, Edifício Comercial Nam Tung, 20º andar, em Macau |
Date and place of incorporation: | 30 August 2001 / Macau |
Capital: | MOP$100,000 |
Shareholders and quotas held: | Macau Orient Investment Limited – 80% VLO Development Corporation – 20% |
Directors: | Gary W. Loveman Steven M. Tight Michael D. Cohen |
Name of Subsidiary: | Caesars Golf Macau Limited Caesars Golfe Macau, S.A. |
Registered number: | 14995 SO |
Registered office: | Avenida da Praia Grande, nº 517, Edifício Comercial Nam Tung, 20º andar, em Macau |
Date and place of incorporation: | 7 September 2001 / Macau |
Capital: | MOP$5,000,000 divided into 5,000 ordinary shares of MOP$1,000 each |
Shareholders and shares held: | Ou Toi Investment Company Limited – 1,750 ordinary shares (35%) Macau Orient Investment Limited – 3,150 ordinary shares (63%) VLO Development Corporation – 100 ordinary shares (2%) |
Directors: | Gary W. Loveman Steven M. Tight Michael D. Cohen |
Secretary: | Wang Yingdong |
Supervisory Board: | CSC & Associates, Auditors |
Name of Company owning the Property | Description and Address of Property |
Ou Toi Investment Company Limited | Certain real property situated between Taipa and Coloane Islands in Macau, in the vicinity of Taipa-Coloane Causeway and Lotus Road, constituting approximately 708,346 square meters, leased by the Government of Macau to Ou Toi Investment Company Limited under and in accordance with the terms of Despatch No. 6/2002 by the Secretary for Transport and Public Works, published on January 30, 2002, in issue no. 5, 2nd series, of the Macau Government Gazette (“Despatch”), and registered with number 23068(B,) in the Land and Buildings Registry of Macau and registered thereto in favour of Ou Toi under registration number 26853 of Book F. |
1 | Seller’s obligations |
1.1 | instruments of transfer effecting the transfer of all of the Shares from the Seller to the Purchaser, duly executed and dated by it, in the forms attached as Exhibit A; |
1.2 | share certificates representing all of the Shares; |
1.3 | the completed documents to facilitate the changing of the bank mandates of the Subsidiaries in the Agreed Form and identifying such persons as designated by the Purchaser as the new signatories; |
1.4 | duly written up-to-date shareholders' register of each of the Companies and Caesars Golf and currently valid share certificates of the shares of Caesars Golf; |
1.5 | letter to the registered agent of each of the Companies in the Agreed Form dated the date of Closing and signed by a director (and the client of record) instructing the registered agent to change the client of record to such person as designated by the Purchaser; |
1.6 | written resignations in the Agreed Form (legalised by a notary where required) of all directors, supervisory board members and secretary, as applicable, of each of the Group Companies, to take effect on Closing; |
1.7 | certificate of incorporation of each of the Companies; |
1.8 | all chops kept by the Subsidiaries, namely: |
1.8.1 | “Orient Golf (Macau) Club Limited chop” used before Orient Golf (Macau) Club Limited changed its name to Caesars Golf; |
1.8.2 | “Ou Toi Investmento, Limitada chop” used for all submissions relating to Ou Toi Investmento, Limitada such as tax flings, agreements, formal communications to suppliers etc.; |
1.8.3 | “Macau Orient Investimentos chop” used for all submissions relating to Macau Orient Investimentos such as tax flings, agreements, formal communications to suppliers etc.; |
1.8.4 | “Caesars Golf Macau, S.A. chop” used for formal communications with the Macau government or officials as well as internal documents to staff. |
1.8.5 | “Dining Room chop” used for communications related to the golf course restaurant including its communications to the restaurant staff; |
1.8.6 | “Caesars Golf Macau, S.A. bank chop”, “Macau Orient Investimentos bank chop” and “Ou Toi Investmento, Limitada bank chop” used for any communications with banks; |
1.8.7 | “mini-Dining Room chop” and “mini-Caesars Golf Macau, S.A. chop” used to acknowledge the receipt of goods and amendments to documents; |
1.8.8 | “front desk Caesars Golf Macau, S.A. chop” used to stamp customer receipts and to acknowledge the receipt of goods; and |
1.8.9 | “Sales and Marketing chop” used as a traditional seal for marketing purposes; |
1.9 | all current Caesars Golf membership contracts in its or the Group Companies’ possession; |
1.10 | all current employee contracts of the Subsidiaries in its or the Subsidiaries’ possession; |
1.11 | all current cheque books of the Subsidiaries in its or the Subsidiaries’ possession; |
1.12 | the license of Ou Toi relating to the operation of the restaurant at the golf course on the Property and the industrial tax M/1s for each of the Subsidiaries; |
1.13 | a valid written resolution of the directors for each of the Companies, in the Agreed Form, in each case approving, on receipt of the applicable amounts by the Seller and the Escrow Agent (if applicable) pursuant to Clause 4.6: (i) the transfer of the Shares to the Purchaser; (ii) the registration of the Purchaser as a member of the relevant Company in respect of the Shares and that the register of members of the relevant Company be updated accordingly; (iii) the cancellation of the existing share certificates in respect of the Shares and the issue of new share certificates in respect of the Shares to the Purchaser; (iv) that such persons as designated by the Purchaser be appointed as directors of each of the Companies (subject to written consent of such appointment by such persons), and acknowledging the resignation of the relevant directors as the resigning directors and that the register of directors be updated accordingly; (v) that the client of record of the registered agent of each of the Companies be changed to such person as designated by the Purchaser; (vi) the revocation of the signing authorities to their officers as shown in their respective written consents of the boards of directors dated 31 May 2012; and (vii) the ratification of the appointments and resignations shown in the relevant Company’s registers of directors; |
1.14 | a valid written resolution of the directors of Caesars Golf, in the Agreed Form, approving, on receipt of the applicable amounts by the Seller and the Escrow Agent (if applicable) pursuant to Clause 4.6: (i) that the bank mandates of Caesars Golf be revised in forms required by the respective banks, identifying such persons as designated by the Purchaser as new signatories; and (ii) that the company secretary be changed to such person as designated by the Purchaser; |
1.15 | a valid written resolution of the shareholders for each of the Subsidiaries, in the Agreed Form, in each case approving, on receipt of the applicable amounts by the Seller and the Escrow Agent (if applicable) pursuant to Clause 4.6: (i) that such persons as designated by the Purchaser be appointed as the new directors of each of the Subsidiaries (subject to written consent of such appointment by such persons); (ii) that the bank mandates of each Subsidiary be revised in forms required by the respective banks, identifying such persons as designated by the Purchaser as new signatories; and in the case of Caesars Golf only, (iii) that such person or persons as designated by the Purchaser be appointed as the Single Supervisor or members of the Supervisory Board (subject to written consent of such appointment by such persons); and (iv) that the name of Caesars Golf be changed to such name as designated by the Purchaser; |
1.16 | the corporate books and records, duly written up-to-date, including shareholders’ resolutions (and minutes of meetings), board resolutions (and minutes of meetings) and any expired share certificates in the Seller’s possession in respect of each of the Group Companies, and all other books and records, all to the extent required to be kept by each of the Group Companies under the law of its jurisdiction of incorporation; |
1.17 | audited financial statements of the Subsidiaries for the financial year ended 31 December 2012; |
1.18 | all historical Caesars Golf membership contracts in its possession; |
1.19 | all expired employee contracts of the Group Company in its possession; |
1.20 | all past or expired licenses of Ou Toi relating to the operation of the restaurant at the golf course on the Property in its possession; |
1.21 | an extract of the board resolution of the Caesars Entertainment Corporation in the Agreed Form resolving that the entry into this Agreement and the consummation of the transactions contemplated herein be authorized and approved, |
1 | Corporate Information |
1.1 | The Shares and the Group Companies |
1.1.1 | The Seller: |
(i) | is the sole legal and beneficial owner of the Shares; and |
(ii) | has the right to exercise all voting and other rights over the Shares. |
1.1.2 | The Shares comprise the whole of the issued and allotted share capital of each of the Companies, have been properly and validly issued and allotted and are each fully paid up in accordance with applicable law and the requirements of the constitutional documents of each respective Company. |
1.1.3 | The shareholders specified in Paragraph 2 of Schedule 1: |
(i) | are the sole legal and beneficial owners of the Subsidiaries' Shares; and |
(ii) | have the right to exercise all voting and other rights over such shares. |
1.1.4 | The Subsidiaries' Shares comprise the whole of the issued and allotted share capital of each of the Subsidiaries, have been properly and validly issued and allotted and are fully paid up in accordance with applicable law and the requirements of the constitutional documents of each respective Subsidiary. |
1.1.5 | No person has the right (whether exercisable now or in the future and whether contingent or not) to call for the allotment, conversion, issue, registration, sale or transfer, amortisation or repayment of any share capital or any other security giving rise to a right over, or an interest in, the capital of any Group Company under any option, agreement or other arrangement (including conversion rights and rights of pre-emption). |
1.1.6 | There are no Encumbrances on, over or affecting the Shares or the Subsidiaries' Shares nor is there any commitment to give or create, and no person has claimed to be entitled to, any such Encumbrance. |
1.1.7 | All consents for the execution, delivery and performance of this Agreement and the transfer of the Shares have been obtained. |
1.1.8 | No consent or approval of any governmental authority or any third party is required to be obtained with respect to the Seller in connection with the execution or performance of this Agreement by the Seller or the consummation of the transactions contemplated in this Agreement by the Seller, other than those that have already been obtained on or before the date of this Agreement. |
1.1.9 | The Shares and the Subsidiaries' Shares have not been and are not listed on any stock exchange or regulated market. |
1.1.10 | No Group Company: |
(i) | has any interest in, or has agreed to acquire, any share capital or other security referred to in Paragraph 1.1.5 of any other company, partnership, firm or entity (wherever incorporated) other than the Subsidiaries as set out in Schedule 1; or |
(ii) | has any branch, representative office, division, establishment or operations outside the BVI or Macau. |
1.1.11 | The particulars contained in Schedule 1 are true, accurate and not misleading in any material respect. |
1.1.12 | To the best of the Seller’s knowledge, information and belief, no Group Company has given a power of attorney or any other authority (express, implied or ostensible) which is still outstanding or effective to any person to enter into any contract or commitment or to do anything on its behalf. |
1.1.13 | To the best of the Seller’s knowledge, information and belief, the Seller has not granted any proxy to any person in respect of the Shares or the Subsidiaries' Shares and there is no agreement by the Seller in relation to the exercise of its voting rights in respect of the Shares or the Subsidiaries' Shares or the exercise of the voting rights of directors nominated or appointed by the Seller. |
1.1.14 | Except for the holding of the issued share capital of the Subsidiaries, the Companies are not engaged in any other business. |
1.1.15 | Except for the holding of the Property or the managing and operating of the Property and the facilities on the Property and engaging in activities ancillary thereto, the Subsidiaries are not engaged in any other business. |
1.1.16 | To the best of Seller’s knowledge, information and belief, all board and shareholder resolutions of each of the Group Companies are valid in all material respects. |
1.1.17 | The Seller is not engaged in any action, suit, arbitration or proceeding and, to the best of the Seller’s knowledge, information and belief, there is no action, suit arbitration or proceeding pending against the Seller, in either case that would impact on the Seller's ability to perform its obligations under this Agreement. |
1.2 | Corporate registers and minute books |
1.2.1 | The constitutional documents attached to the Disclosure Letter are true and accurate copies of the constitutional documents of the Group Companies and, to the best of the Seller’s knowledge, information and belief, there have not been and are not any breaches by any Group Company of its constitutional documents which would have a material adverse effect on the business of the Group. |
1.2.2 | The registers, minute books, books of account and other records of whatsoever kind of each Group Company which are required to be maintained under applicable law: |
(iii) | are up-to-date; |
(iv) | are maintained in accordance with applicable law on a proper and consistent basis; and |
(v) | contain complete and accurate records of all matters required to be dealt with in such books and records, |
1.2.3 | All registers, books and records referred to in Paragraph 1.2.2 and all other documents (including documents of title and copies of all subsisting agreements to |
1.2.4 | To the best of Seller’s knowledge, information and belief, all filings, publications, registrations and other formalities required by applicable law to be delivered or made by the Group Companies to company registries in each relevant jurisdiction have been duly and correctly delivered. |
2 | Accounts |
2.1 | Accounts |
2.1.1 | All the Accounts in respect of the Companies have been prepared in accordance with accounting principles generally accepted in the United States of America and used on a consistent basis and on Closing the Closing Management Accounts will have been prepared in accordance with accounting principles generally accepted in the United States of America as they relate to the Companies, General Financial Reporting Standards of Macau as they relate to Ou Toi and Macau Orient Investment Limited and Financial Reporting Standards of Macau as they relate to Caesars Golf. |
2.1.2 | The Accounts in respect of the Companies and the Closing Management Accounts are not misleading in any material respect having regard to the purpose for which they were drawn up and do not materially misstate the assets and liabilities of the Group Companies as at the date to which they are drawn up nor the profits or losses for the period concerned. |
2.1.3 | All the Accounts in respect of the Subsidiaries have been prepared and audited on a proper and consistent basis in accordance with General Financial Reporting Standards of Macau in respect of Ou Toi and Macau Orient Investment Limited and Financial Reporting Standards of Macau in respect of Caesars Golf. |
2.1.4 | The Accounts in respect of the Subsidiaries show a true and fair view of the state of affairs and the financial position of the Subsidiaries as at the Accounts Date and of the profits and losses for the financial period concerned. |
3 | Financial Obligations |
3.1 | Financial Facilities |
3.2 | Guarantees etc. |
3.2.1 | by any Group Company; or |
3.2.2 | for the benefit of any Group Company, |
3.3 | Off-Balance Sheet Financing |
3.4 | No Undisclosed Liabilities |
4 | Assets |
4.1 | The Property |
4.1.1 | The Property comprises the sole immoveable premises and land leased, rented, licensed, occupied or otherwise used in connection with the businesses of the Group Companies or in which the Group Companies has any right or interest. |
4.1.2 | The particulars of the Property set out in Schedule 2 are a true and accurate excerpt of the Despatch. |
4.2 | Title |
4.2.1 | Ou Toi has the sole title to the lease rights to the Property including the ownership of all constructions built thereupon under the land concession contract entered into between the Macau government and Ou Toi as annexed to the Despatch, with absolute legal and beneficial title thereto and beneficially entitled to the whole of the proceeds of any sale of and has a good and marketable title to the whole of the Property free from any Encumbrances other than the rights of the Macau government set out in the Despatch and applicable laws; |
4.2.2 | Ou Toi has obtained provisional registration of the Despatch and the lease rights thereunder in its name at the Macau Land and Buildings Registry; |
4.2.3 | Ou Toi has exclusive possession of the Property and no right of occupation has been acquired or is in the course of being acquired by any third party or has been granted or agreed to be granted to any third party; |
4.2.4 | Ou Toi has not received any written notice that any rent and rates presently payable in respect of the Property are outstanding; |
4.2.5 | all the licenses and permits affecting or pertaining to the Property required to own, possess, develop and manage the Property have been obtained by the Group Companies and all applicable laws affecting or pertaining to the Property which are to be complied with by Ou Toi have been duly complied with in all material respects; |
4.2.6 | no person has or claims to have any lien over the Property or any relevant documents relating thereto; |
4.2.7 | there are no leases in respect of the Property, other than pursuant to the Despatch and the land concession contract annexed to it; |
4.2.8 | to the best of the Seller’s knowledge, information and belief, there are no squatters or other persons occupying any part of the Property illegally or otherwise without the consent of the Seller; |
4.2.9 | there are no mortgages or other Encumbrances (other than the rights of the Macau government set out in the Despatch and applicable laws) affecting the Property; |
4.2.10 | to the best of the Seller’s knowledge, information and belief, the Despatch is good, valid and subsisting and not void or voidable and the premium, rent and other moneys reserved by or payable under the Despatch have been duly paid, performed and observed up to the date hereof; |
4.2.11 | no Group Companies have entered into any covenant, restriction, burden, stipulation or condition which materially adversely affects the use of the Property as used at the date of this Agreement, other than those under the Despatch and the land concession contract annexed to it; |
4.2.12 | the Group Companies have not received any written notice stating that there are any unauthorized or illegal structures or illegal alteration at, on or within the Property or any part thereof; |
4.2.13 | the Group Companies have not received any written notice that any steps are being taken by any government authority to avoid, suspend, cancel or terminate any title certificate or licenses or permits relevant to the Property (whether in part or in full); |
4.2.14 | the Group Companies have not received any written notice, order, resolution or proposal from any governmental body, competent authority or department concerning the resumption, requisition, compulsory creation of any rights over, condemnation, change in planning or zoning or compulsory acquisition of the Property or any part thereof or any required work to be done or expenditure to be made on or in respect of the Property; |
4.2.15 | to the best of the Seller’s knowledge, information and belief, there are no circumstances which would entitle or require the Government or any other person to exercise any power of re-entry and taking possession or resumption or which would otherwise restrict or terminate the continued possession or occupation of the Property; and |
4.2.16 | to the best of the Seller’s knowledge, information and belief, there are no circumstances existing which would entitle the Government or any other person to exercise any power of re-entry and taking possession or resumption or which would otherwise restrict or terminate the continued possession or occupation of the Property due to any breaches of any applicable anti-corruption laws. |
4.3 | Plant and Equipment |
4.4 | Management of Property |
4.5 | Development at the Property |
4.6 | Environmental |
4.6.1 | No Group Company has received written notice that it is not complying with all environmental laws in all material respects and, to the best of the Seller’s knowledge, information and belief, each Group Company has complied and are in compliance with all environmental laws in all material respects. |
4.6.2 | No underground structures, which will cause the discharge or release of any hazardous substance, including treatment or storage tanks and sumps, have been installed by the Seller at the Property, other than in the ordinary or usual course of business. |
4.6.3 | No Group Company has engaged in or permitted any operations or activities upon the Property involving the use, storage, release, treatment, manufacture or deposit of any hazardous substance, or any substance regulated by environmental law, other than in the ordinary or usual course of business. |
4.6.4 | To the best of the Seller’s knowledge, information and belief, no discharge, release, leaching, emission or escape into the environment of any hazardous substance or any substance regulated by environmental law other than in the ordinary or usual course of business has occurred or is occurring in the conduct of the present business of any Group Company since 20 September 2007. |
5 | Contracts |
5.1 | Capital Commitments |
5.2 | Contracts |
5.2.1 | To the best of the Seller’s knowledge, information and belief, all material contracts, transactions, arrangements, understandings or obligations to which any Group Company is a party or has an interest (including for the entering of any joint venture, any agreements with connected parties and any arrangement pursuant to which any person may be entitled to a finder’s fee, brokerage or other commission in connection with the purchase of the Shares and/or the Subsidiaries' Shares) are included in the Disclosure Documents. |
5.2.2 | With respect to the documents referred to in Paragraph 5.2.1, to the best of the Seller’s knowledge, information and belief, there are no uncured or unwaived material default under any such contracts, transactions, arrangements, |
5.3 | Compliance with Agreements |
5.3.1 | all material contracts to which any of the Group Companies is a party are valid, binding and enforceable obligations of the parties thereto; and |
5.3.2 | there are no grounds, including any subsisting breach, non-performance or default of the material terms, for rescission, avoidance or repudiation of any material contracts or matters and no notice of termination or of intention to terminate has been received in respect of any of them. |
5.4 | Effect of Sale of the Shares |
6 | Employees and Employee Benefits |
6.1 | Terms of Employment |
6.1.1 | Since 31 December 2012, there have been no proposals to materially amend the terms of employment or any consultancy agreement of any Relevant Employee or consultant. |
6.1.2 | No Group Company has made or agreed to make any payment or provided or agreed to provide any benefit to any Relevant Employee or consultant or former employee or consultant or any dependant of any such persons in connection with the proposed termination or suspension of employment or variation of any contract of employment or consultancy agreement of any such Relevant Employee or consultant or former employee or consultant. |
6.1.3 | No Group Company provides any bonuses, incentive schemes, share incentive, share option or profit sharing arrangement for any Relevant Employees. |
6.1.4 | There are no agreements or arrangements between any Group Company and any trade union or employees’ organization. |
6.2 | Employees |
6.3 | Group Retirement Benefit Arrangements |
7 | Legal Compliance |
7.1 | Licences and Consents |
7.1.1 | To the best of the Seller’s knowledge, information and belief, there is no investigation, enquiry or proceeding outstanding or anticipated which is likely to result in the suspension, cancellation, modification or revocation of any licences, consents, authorisations, orders, warrants, confirmations, permissions, certificates, approvals, registrations and authorities necessary or desirable for the carrying on of the businesses of the each of the Group Companies as now carried on. |
7.1.2 | The Group Companies have obtained all licences, permits and other approvals necessary to manage the Property and operate the business of the Group Companies, except where an omission to do so would not have a material adverse effect on the business of the Group Companies. |
7.2 | Compliance with Laws |
7.2.1 | To the best of the Seller’s knowledge, information and belief, each Group Company is conducting, and since 20 September 2007 has conducted, the business of the Group in material compliance with applicable laws and regulations. |
7.2.2 | To the best of the Seller’s knowledge, information and belief, since 20 September 2007 no Group Company has received any notice or other communication (official or otherwise) with respect to an alleged, actual or potential violation and/or failure to comply with any applicable law, regulation or constitutional document. |
7.2.3 | To the best of the Seller’s knowledge, information and belief, since 20 September 2007 no Group Company nor any of its officers, agents or employees (during the course of his/her duties) has done or omitted to do anything which is a contravention of any law which has resulted or may result in any outstanding fine, penalty or other liability or sanction on the part of any Group Company which is unresolved and which would have a material adverse effect on the business of the Group. |
8 | Litigation and Investigations |
8.1 | Current Proceedings |
8.1.1 | No Group Company (or any person for whose acts or defaults a Group Company may be vicariously liable) is involved whether as claimant or defendant or other party in any claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration. To the best of the Seller’s knowledge, information and belief, no Group Company is in default under the terms of any ruling, judgment, award, determination, decree or order of any court, arbitrator or mediator against any Group Company. To the best of the Seller’s knowledge, information and belief, there is, as at the date of this Agreement, no outstanding, unfulfilled or unsatisfied ruling, judgment, award, determination, decree or order of any court, arbitrator or mediator against any Group Company. |
8.1.2 | To the best of the Seller's knowledge, information and belief, no Group Company is the subject of any material investigation, enquiry or enforcement proceedings by any government agency (including in relation to Tax). |
8.2 | Pending or Threatened Proceedings |
8.2.1 | To the best of the Seller’s knowledge, information and belief, no claim, legal action, proceeding, suit, litigation, prosecution, investigation (government or otherwise), |
8.2.2 | To the best of the Seller’s knowledge, information and belief, there are no circumstances which are likely to give rise to any material investigation, enquiry or enforcement proceedings by any government agency (including in relation to Tax). |
9 | Insurance |
9.1 | Insurance Policies |
9.2 | Insurance Claims |
9.2.1 | Details of all insurance claims made during the past two years are contained in the Disclosure Letter. |
9.2.2 | No insurance claim is outstanding and no circumstances exist which are likely to give rise to any insurance claim. |
9.3 | Claims Refused |
10 | Tax |
10.1 | Company Residence |
10.2 | Returns and Information |
10.3 | Other Tax Matters |
10.3.1 | The Group has paid all Taxes shown to be due on any tax returns and any other Taxes for which any Group Company is liable, including any fine, penalty or interest, have been paid and no arrangement or agreement has been entered into by, or in relation to, any Group Company which extends the period of assessment or payment of any Taxes. |
10.3.2 | No Group Company has waived any statutory period of limitations in respect of Taxes or assessments or deficiencies in connection therewith. |
10.3.3 | All material records which any Group Company is required to keep for Tax purposes, or which would be needed to substantiate any claim made or position taken in relation to Tax by the relevant Group Company, have been kept within the possession and control of the Seller and the Group Companies. |
10.3.4 | No Group Company is involved in any dispute or non-routine audit or, to the best of the Seller’s knowledge, information and belief, any investigation (material or otherwise) in relation to Tax with a Tax Authority. |
10.3.5 | To the best of the Seller’s knowledge, information and belief, no Group Company is involved with any investigations of any submitted Tax returns of the Group Companies by any applicable governmental authority and to the best of the Seller’s knowledge, information and belief, there is no potential dispute or investigation in respect of any submitted Tax returns for the Group Companies by any Tax Authority. |
10.3.6 | As at Closing, all documents of title in relation to the Property and any transfer documents in relation to the Property, the Shares and Subsidiaries' Shares or equity of the Subsidiaries executed prior to Closing (other than this Agreement and in relation to the transactions contemplated hereunder) have been duly stamped and registered in accordance with applicable law and any and all applicable stamp duty, transfer or registration Taxes have been paid in full. |
10.3.7 | No Group Company has been or is involved in any transaction which had or has a sole, main or dominant purpose of avoiding Taxes or which is otherwise subject to counteraction under any applicable anti-avoidance Tax laws. |
10.3.8 | To the best of the Seller’s knowledge, information and belief, the Group Companies have paid, withheld, deducted or accounted for all Taxes (including interim Taxes) required to be paid, withheld, deducted or accounted for by it to the relevant Tax Authorities when such Taxes were due. Since 20 September 2007, no Group Company has been subject to or liable for any penalty, fine, surcharge or interest in connection with Taxes which remains unpaid as at the date of this Agreement. |
10.3.9 | To the best of the Seller’s knowledge, information and belief, all material transactions and other dealings between any Group Company and any third person (including any affiliate) have been conducted at arm's length with a substantial business reason, the main purpose or one of the main purposes of which has not been to avoid Tax. Since 20 September 2007, the Group Companies have not received any challenge by the competent tax authorities in relation to transfer pricing in respect of any such transfers and dealings. |
11 | Important Business Issues Since the Accounts Date |
11.1 | Since the Accounts Date as regards each Group Company: |
11.1.1 | to the best of the Seller’s knowledge, information and belief, otherwise than in the ordinary and usual course of carrying on its business, no Group Company has entered into any material transaction or agreement or assumed or incurred any material liabilities (including contingent liabilities) or made any material payment not provided for in the Accounts or the Closing Management Accounts; |
11.1.2 | there has been no change in the accounting reference date; |
11.1.3 | there has been no material adverse change in the assets and liabilities or any material adverse change in the financial position of any Group Company; |
11.1.4 | no Group Company has agreed to be declared, declared, made or paid any dividend or other distribution of profits or assets and no Group Company has received a distribution from any company in contravention of any applicable law; and |
11.1.5 | the business of each Group Company has continuously been carried on in the ordinary course, |
12 | Authority and Capacity |
12.1 | Each Group Company is validly existing and is a company duly incorporated under applicable law. |
12.2 | The Seller has the legal right and full power and authority under its constitutional documents and under applicable laws to enter into, perform and take all action required by this Agreement and any other documents to be executed by it pursuant to or in connection with this Agreement and neither the execution of this Agreement nor the performance of its obligations under this Agreement by the Seller will: (i) violate or breach or otherwise constitute or give rise to a default under the terms or provisions of the Seller’s constitutional documents or any other document, agreement or contract which is binding upon the Seller or any Group Company or any assets of the Seller or any Group Company; or (ii) result in any Encumbrance being created or imposed on the assets of any Group Company or the Seller; or (iii) result in a breach of any order, judgment or decree of any court, governmental agency or regulatory body to which the Seller or any Group Company is a party or subject. |
12.3 | The documents referred to in Paragraph 12.2 will, when executed, constitute valid, binding and enforceable obligations on the Seller, in accordance with their respective terms. |
12.4 | The Seller has full power, right and authority to transfer the Shares to the Purchaser. |
12.5 | The Seller, in the execution and delivery of this Agreement, is in compliance, in all material respects, with applicable laws, statutes, regulations, rules and other governmental requirements. |
13 | Insolvency etc. |
13.1 | No Group Company nor the Seller is insolvent under the laws of its jurisdiction of incorporation or unable to pay its debts as they fall due to be paid and no circumstances |
13.2 | To the best of the Seller’s knowledge, information and belief, there are no proceedings in relation to any compromise or arrangement with creditors or any winding up, bankruptcy or other insolvency proceedings concerning any Group Company. |
13.3 | No Group Company nor the Seller is contemplating the filing of a petition under any bankruptcy, insolvency or other similar applicable law. |
13.4 | None of the Group Companies or the Seller have received any notice that could lead to any Group Company becoming insolvent. |
13.5 | To the best of the Seller’s knowledge, information and belief, no steps have been taken to enforce any security over any assets of any Group Company. |
13.6 | None of the transactions contemplated under this Agreement will be or have been made with an intent to hinder, delay or defraud any of the Group Companies' or the Seller’s present or future creditors. |
13.7 | No Group Company is involved in any scheme of reconstruction, merger, amalgamation, reorganization or reduction of capital or any other similar process. |
13.8 | No receiver (including administrative receiver), liquidator, trustee, administrator or custodian or similar body has been appointed in any jurisdiction in respect of the whole or any part of the business or assets of any Group Company. |
14 | Anti-corruption Laws |
14.1 | Neither the Seller nor the Group Companies or their shareholders, officers, or directors, directly or indirectly: |
14.1.1 | has violated or would violate any anti-money laundering law or regulation; or |
14.1.2 | has made, offered, authorised or promised to make, or will make, offer, authorise or promise to make, any payment or anything of value to anyone, that has or would violate any applicable anti-bribery law or regulation including the United States Foreign Corrupt Practices Act of 1977, the Criminal Law of China (eff. 1 October 1997), the Anti-Unfair Competition Law of China (eff. 1 December 1993), the Prevention of Bribery Ordinance (Chapter 201 of the Laws of Hong Kong), the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, 1997, and any similar laws or requirements in effect in Macau or generally with respect to the parties or the transactions contemplated by this Agreement, |
14.2 | Neither the Seller nor the Group Companies or their shareholders, officers, or directors has been convicted of, pleaded guilty, or charged with any offence involving anti-money laundering, fraud, corruption or bribery, in any jurisdiction or country. |
14.3 | Neither the Seller nor the Group Companies or their shareholders, officers, or directors is an official, employee, representative or candidate of any governmental authority nor have they been in the last five (5) years. |
14.4 | The Seller and the Group Companies have policies that, to the best of the Seller’s knowledge, information and belief, are sufficient to provide reasonable assurances that violations of applicable anti-corruption laws will be prevented and deterred. |
1 | Compliance |
1.1 | Neither the Purchaser nor any of its subsidiaries, affiliates, shareholders, officers, or directors (including the Capital Provider), directly or indirectly: |
1.1.1 | has violated or would violate any anti-money laundering law or regulation; or |
1.1.2 | has made, offered, authorised or promised to make, or will make, offer, authorise or promise to make, any payment or anything of value to anyone, that has or would violate any applicable anti-bribery law or regulation including the United States Foreign Corrupt Practices Act of 1977, the Criminal Law of China (eff. 1 October 1997), the Anti-Unfair Competition Law of China (eff. 1 December 1993), the Prevention of Bribery Ordinance (Chapter 201 of the Laws of Hong Kong), the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, 1997, and any similar laws or requirements in effect in Macau or generally with respect to the parties or the transactions contemplated by this Agreement. |
1.2 | Neither the Purchaser nor any of its subsidiaries, affiliates, shareholders, officers, or directors (including the Capital Provider) has been convicted of, pleaded guilty, or charged with any offence involving anti-money laundering, fraud, corruption or bribery, in any jurisdiction or country. |
1.3 | Neither the Purchaser nor any shareholder, officer, director or other person associated with the Purchaser (including the Capital Provider) is an official, employee, representative or candidate of any governmental authority nor have they been in the last five years. |
2 | Authority and Capacity |
2.1 | The Purchaser is validly existing and is a company duly incorporated under applicable law. |
2.2 | The Purchaser has the legal right and full power and authority under its constitutional documents and under applicable laws to enter into, perform and take all action required by this Agreement and any other documents to be executed by it pursuant to or in connection with this Agreement and neither the execution of this Agreement nor the performance of its obligations under this Agreement will (i) violate or breach or otherwise constitute or give rise to a default under the terms or provisions of the Purchaser’s constitutional documents or any other document, agreement or contract which is binding upon the Purchaser or any assets of the Purchaser or (ii) result in any Encumbrance being created or imposed on the assets of the Purchaser. |
2.3 | The documents referred to in Paragraph 2.2 will, when executed, constitute valid, binding and enforceable obligations on the Purchaser, in accordance with their respective terms. |
2.4 | The Purchaser, in the execution and delivery of this Agreement, is in compliance, in all material respects, with applicable laws, statutes, regulations, rules and other governmental requirements. |
3 | Insolvency etc. |
3.1 | The Purchaser is not insolvent under the laws of its jurisdiction of incorporation or unable to pay its debts as they fall due to be paid and no circumstances have arisen which entitle |
3.2 | There are no proceedings in relation to any compromise or arrangement with creditors or any winding up, bankruptcy or other insolvency proceedings concerning the Purchaser. |
3.3 | The Purchaser is not contemplating the filing of a petition under any bankruptcy, insolvency or other similar applicable law. |
3.4 | The Purchaser has not received any notice that could lead to it becoming insolvent. |
3.5 | To the best of the Purchaser’s knowledge, information and belief, no steps have been taken to enforce any security over any assets of the Purchaser. |
3.6 | None of the transactions contemplated under this Agreement will be or have been made with an intent to hinder, delay or defraud any of the Purchaser’s present or future creditors. |
3.7 | The Purchaser is not involved in any scheme of reconstruction, merger, amalgamation, reorganization or reduction of capital or any other similar process. |
3.8 | No receiver (including administrative receiver), liquidator, trustee, administrator or custodian or similar body has been appointed in any jurisdiction in respect of the whole or any part of the business or assets of the Purchaser. |
1. | transfer to the Transferee the one (1) fully paid ordinary share in the Company (of no par value) (the "Share") standing in the Transferor's name in the Register of Members of the Company to hold unto the Transferee, its executors, administrators and assigns, subject to the several conditions on which the Transferor held the same at the time of execution of this Share Transfer Form; and |
2. | consents that the Transferor's name remains on the Register of Members of the Company until such time as the Company enters the Transferee's name in the Register of Members of the Company. |
Witness | For and on behalf of the Transferor Caesars Entertainment Operating Company, Inc., [by its duly authorised director/Attorney] |
Witness | For and on behalf of the Transferee Pearl Dynasty Investments Limited [by its duly authorised director/Attorney in Fact] |
1. | transfer to the Transferee the one (1) fully paid ordinary share in the Company (of no par value) (the "Share") standing in the Transferor's name in the Register of Members of the Company to hold unto the Transferee, its executors, administrators and assigns, subject to the several conditions on which the Transferor held the same at the time of execution of this Share Transfer Form; and |
2. | consents that the Transferor's name remains on the Register of Members of the Company until such time as the Company enters the Transferee's name in the Register of Members of the Company. |
Witness | For and on behalf of the Transferor Caesars Entertainment Operating Company, Inc., [by its duly authorised director/Attorney] |
Witness | For and on behalf of the Transferee Pearl Dynasty Investments Limited [by its duly authorised director/Attorney in Fact] |
1 | Preliminary |
1.1 | Words and expressions defined in the Agreement shall, unless the context otherwise requires, have the same meanings in this Deed. |
2 | Waiver |
2.1 | [insert name of relevant Caesars Group company] hereby irrevocably waives all and any rights it has to receive the amount of [insert amount] from [insert name of relevant Group Company] pursuant to [insert agreement/arrangement between Caesars Group company and relevant Group Company] (the “Relevant Caesars Group Liability”). |
2.2 | We hereby acknowledge and confirm that we have no rights, remedies or claims against each and all of the Group Companies relating to the Relevant Caesars Group Liability. |
2.3 | To the extent that any such claim or right of action exists or may exist, whether in law or in equity and whether or not presently known to any party or to the law, we hereby irrevocably waive such claim and release and forever discharge each of the Group Companies from all and any liability in respect of it. |
3 | Governing law and arbitration |
3.1 | This Deed shall be governed by and construed in accordance with Hong Kong law. |
3.2 | Any dispute, controversy or claim arising out of or connected with this Deed, or the breach, termination or invalidity thereof, including a dispute as to the validity or existence of this Deed and/or this Clause 3.2, shall be settled by final and binding arbitration in Hong Kong in English under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when the Notice of Arbitration is submitted in accordance with such rules before a panel of three arbitrators with each Party appointing one arbitrator and the two arbitrators thus appointed shall choose the third arbitrator who will act as the presiding arbitrator of the Tribunal. The place of arbitration shall be at the Hong Kong International Arbitration Centre. |
SIGNED as a DEED by [insert name of relevant Caesars Group Company] acting by …………………….. (a director) in the presence of: | ||
Witness’s signature | ||
Name | ||
Address | ||
Occupation |
1. | I have reviewed this quarterly report on Form 10-Q of Caesars Entertainment Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: | August 9, 2013 | ||
By: | /S/ GARY W. LOVEMAN | ||
Gary W. Loveman | |||
Chairman of the Board, Chief Executive Officer, and President |
1. | I have reviewed this quarterly report on Form 10-Q of Caesars Entertainment Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: | August 9, 2013 | ||
By: | /S/ Donald A. Colvin | ||
Donald A. Colvin | |||
Executive Vice President and Chief Financial Officer |
/S/ GARY W. LOVEMAN |
Gary W. Loveman |
Chairman of the Board, Chief Executive Officer, and President |
/S/ Donald A. Colvin |
Donald A. Colvin |
Executive Vice President and Chief Financial Officer |
June 30, 2013 | December 31, 2012 | ||||||
Assets | |||||||
Current assets | |||||||
Cash and cash equivalents | $ | 1,383.0 | $ | 1,547.5 | |||
Restricted cash | 29.5 | 793.2 | |||||
Receivables, net of allowance for doubtful accounts of $170.0 and $168.7 | 411.2 | 533.5 | |||||
Deferred income taxes | 106.0 | 94.0 | |||||
Prepayments and other current assets | 147.5 | 92.2 | |||||
Inventories | 33.7 | 38.8 | |||||
Assets held for sale | 5.4 | 5.1 | |||||
Total current assets | 2,116.3 | 3,104.3 | |||||
Property and equipment, net | 10,599.3 | 10,776.5 | |||||
Goodwill | 1,389.2 | 1,403.7 | |||||
Intangible assets other than goodwill | 3,290.9 | 3,362.3 | |||||
Investments in and advances to non-consolidated affiliates | 186.8 | 101.0 | |||||
Restricted cash | 188.7 | 307.4 | |||||
Deferred charges and other | 539.3 | 528.5 | |||||
Assets held for sale | 441.1 | 471.2 | |||||
$ | 18,751.6 | $ | 20,054.9 | ||||
Liabilities and Stockholder's Deficit | |||||||
Current liabilities | |||||||
Accounts payable | $ | 290.1 | $ | 325.2 | |||
Interest payable | 290.3 | 236.0 | |||||
Accrued expenses | 699.2 | 769.3 | |||||
Current portion of long-term debt | 180.2 | 876.3 | |||||
Liabilities held for sale | 3.6 | 3.8 | |||||
Total current liabilities | 1,463.4 | 2,210.6 | |||||
Long-term debt | 17,402.6 | 16,731.3 | |||||
Notes payable to affiliate | 285.4 | 516.4 | |||||
Deferred credits and other | 709.6 | 777.9 | |||||
Deferred income taxes | 2,362.6 | 2,724.6 | |||||
Liabilities held for sale | 49.6 | 52.1 | |||||
22,273.2 | 23,012.9 | ||||||
Total CEOC stockholder's deficit | (3,597.4 | ) | (3,000.2 | ) | |||
Non-controlling interests | 75.8 | 42.2 | |||||
Total deficit | (3,521.6 | ) | (2,958.0 | ) | |||
$ | 18,751.6 | $ | 20,054.9 |
Quarter Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Revenues | |||||||||||||||
Casino | $ | 1,136.5 | $ | 1,247.1 | $ | 2,348.7 | $ | 2,564.0 | |||||||
Food and beverage | 256.0 | 253.7 | 512.5 | 508.1 | |||||||||||
Rooms | 199.6 | 198.1 | 382.5 | 389.3 | |||||||||||
Management fees | 17.2 | 12.3 | 27.8 | 21.9 | |||||||||||
Other | 177.6 | 115.4 | 344.8 | 241.7 | |||||||||||
Less: casino promotional allowances | (203.4 | ) | (218.4 | ) | (414.9 | ) | (440.8 | ) | |||||||
Net revenues | 1,583.5 | 1,608.2 | 3,201.4 | 3,284.2 | |||||||||||
Operating expenses | |||||||||||||||
Direct | |||||||||||||||
Casino | 676.0 | 738.5 | 1,370.6 | 1,501.6 | |||||||||||
Food and beverage | 107.8 | 103.9 | 213.7 | 205.2 | |||||||||||
Rooms | 49.1 | 48.4 | 92.6 | 92.7 | |||||||||||
Property, general, administrative, and other | 399.4 | 335.4 | 798.9 | 688.0 | |||||||||||
Depreciation and amortization | 110.5 | 135.8 | 237.7 | 276.1 | |||||||||||
Write-downs, reserves, and project opening costs, net of recoveries | 11.7 | 5.8 | 18.9 | 20.0 | |||||||||||
Intangible and tangible asset impairment charges | 80.3 | 33.0 | 100.3 | 207.0 | |||||||||||
Loss on interests in non-consolidated affiliates | 15.7 | 3.2 | 18.7 | 10.8 | |||||||||||
Corporate expense | 32.6 | 32.5 | 64.7 | 76.8 | |||||||||||
Acquisition and integration costs | 5.6 | 0.9 | 17.4 | 0.9 | |||||||||||
Amortization of intangible assets | 22.9 | 27.2 | 45.9 | 51.3 | |||||||||||
Total operating expenses | 1,511.6 | 1,464.6 | 2,979.4 | 3,130.4 | |||||||||||
Income from operations | 71.9 | 143.6 | 222.0 | 153.8 | |||||||||||
Interest expense, net of interest capitalized | (523.5 | ) | (475.6 | ) | (1,077.0 | ) | (1,014.1 | ) | |||||||
Loss on early extinguishments of debt | (0.1 | ) | — | (36.8 | ) | — | |||||||||
Gain on partial sale of subsidiary | 44.1 | — | 44.1 | — | |||||||||||
Other income, including interest income | 6.5 | 6.7 | 10.3 | 14.4 | |||||||||||
Loss from continuing operations before income taxes | (401.1 | ) | (325.3 | ) | (837.4 | ) | (845.9 | ) | |||||||
Benefit for income taxes | 141.6 | 128.8 | 410.7 | 312.5 | |||||||||||
Loss from continuing operations, net of income taxes | (259.5 | ) | (196.5 | ) | (426.7 | ) | (533.4 | ) | |||||||
Discontinued operations | |||||||||||||||
Loss from discontinued operations | (0.3 | ) | (84.4 | ) | (44.2 | ) | (70.2 | ) | |||||||
Benefit/(provision) for income taxes | — | 3.9 | 2.8 | (3.0 | ) | ||||||||||
Loss from discontinued operations, net of income taxes | (0.3 | ) | (80.5 | ) | (41.4 | ) | (73.2 | ) | |||||||
Net loss | (259.8 | ) | (277.0 | ) | (468.1 | ) | (606.6 | ) | |||||||
Less: net income attributable to non-controlling interests | (2.2 | ) | (1.7 | ) | (4.8 | ) | (1.0 | ) | |||||||
Net loss attributable to CEOC | $ | (262.0 | ) | $ | (278.7 | ) | $ | (472.9 | ) | $ | (607.6 | ) |
Six Months Ended June 30, | |||||||
2013 | 2012 | ||||||
Cash flows used in operating activities | $ | (335.6 | ) | $ | (236.6 | ) | |
Cash flows from investing activities | |||||||
Acquisitions of property and equipment, net of change in related payables | (295.6 | ) | (159.4 | ) | |||
Change in restricted cash | 882.4 | 133.2 | |||||
Proceeds from partial sale of subsidiary, net of cash deconsolidated | 50.4 | — | |||||
Payments to acquire business, net of transaction costs and cash acquired | — | 15.2 | |||||
Investments in/advances to non-consolidated affiliates | (5.1 | ) | (13.9 | ) | |||
Other | (4.7 | ) | (0.5 | ) | |||
Cash flows provided/(used in) by investing activities | 627.4 | (25.4 | ) | ||||
Cash flows from financing activities | |||||||
Proceeds from the issuance of long-term debt | 1,589.5 | 1,681.6 | |||||
Debt issuance costs and fees | (47.3 | ) | (31.9 | ) | |||
Borrowings under lending agreements | — | 453.0 | |||||
Repayments under lending agreements | — | (608.0 | ) | ||||
Cash paid for early extinguishments of debt | (1,785.6 | ) | (1,325.5 | ) | |||
Scheduled debt retirements | (7.1 | ) | (9.0 | ) | |||
Purchase of additional interests in subsidiary | — | (9.6 | ) | ||||
Contributions from non controlling interest owners | 35.3 | — | |||||
Intercompany note borrowings, net of repayments | (231.0 | ) | 153.5 | ||||
Other | (10.4 | ) | (11.1 | ) | |||
Cash flows (used in)/provided by financing activities | (456.6 | ) | 293.0 | ||||
Cash flows from discontinued operations | |||||||
Net cash flows from operating activities | 0.4 | 27.8 | |||||
Net cash flows from investing activities | — | (2.5 | ) | ||||
Net cash flows from financing activities | — | — | |||||
Cash flows provided by discontinued operations | 0.4 | 25.3 | |||||
Net (decrease)/increase in cash and cash equivalents | (164.4 | ) | 56.3 | ||||
Change in cash classified as assets held for sale | (0.1 | ) | 0.9 | ||||
Cash and cash equivalents, beginning of period | 1,547.5 | 596.6 | |||||
Cash and cash equivalents, end of period | $ | 1,383.0 | $ | 653.8 |
Las Vegas | Atlantic City | Other U.S. | Managed and International | |||
Caesars Palace | Showboat Atlantic City | Harrah's New Orleans | Harrah's Ak-Chin (d) | |||
Bally's Las Vegas | Bally's Atlantic City | Harrah's Louisiana Downs | Harrah's Cherokee (d) | |||
The Quad Resort & Casino | Caesars Atlantic City | Horseshoe Bossier City | Harrah's Rincon (d) | |||
Bill’s Gamblin’ Hall & Saloon (a) | Harrah's Philadelphia (b) | Grand Biloxi | Horseshoe Cleveland (d) (e) | |||
Planet Hollywood Resort & Casino | Harrah's Tunica | Horseshoe Cincinnati (d) (e) | ||||
Horseshoe Tunica | Conrad Punta del Este (f) | |||||
Tunica Roadhouse Hotel & Casino | Caesars Windsor (g) | |||||
Harrah's North Kansas City | London Clubs International (h) | |||||
Harrah's Council Bluffs | ThistleDown Racino (d) (e) | |||||
Horseshoe Council Bluffs/ Bluffs Run | ||||||
Horseshoe Southern Indiana | ||||||
Harrah's Joliet (c) | ||||||
Harrah's Metropolis | ||||||
Horseshoe Hammond | ||||||
Harrah's Reno | ||||||
Harrah's Lake Tahoe | ||||||
Harveys Lake Tahoe |
(a) | Bill's Gamblin' Hall & Saloon temporarily closed in early February 2013 to accommodate the renovations into a boutique lifestyle hotel that includes a dayclub/nightclub. The renovated hotel and casino are expected to re-open as the Gansevoort Las Vegas in early 2014 and the dayclub/nightclub is expected to open in the first half of 2014. |
(b) | We have a 99.5% ownership interest in and manage this property. |
(c) | We have an 80% ownership interest in and manage this property. |
(d) | Managed. |
(e) | We have a 20% interest in Rock Ohio Caesars, LLC, which owns this property. |
(f) | On May 31, 2013, the Company sold 45% of its equity interest in Conrad Punta del Este and, as a result of this transaction, no longer consolidates its results, but instead accounts for it as an equity method investment. The results of Conrad Punta del Este are included in consolidated results through May 31, 2013 and the equity method income or loss is included in (loss)/income from operations beginning June 1, 2013. |
(g) | We operate this property and the province of Ontario owns the complex through the Ontario Lottery and Gaming Corporation. |
(h) | We own, operate, or manage nine casino clubs in the provinces of the United Kingdom and two in Egypt. We have a 70% ownership interest in and manage one casino in South Africa. |
Quarter Ended June 30, | Percent Favorable/ (Unfavorable) | Six Months Ended June 30, | Percent Favorable/ (Unfavorable) | ||||||||||||||||||
(Dollars in millions) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||
Casino revenues | $ | 1,136.5 | $ | 1,247.1 | (8.9 | )% | $ | 2,348.7 | $ | 2,564.0 | (8.4 | )% | |||||||||
Net revenues | 1,583.5 | 1,608.2 | (1.5 | )% | 3,201.4 | 3,284.2 | (2.5 | )% | |||||||||||||
Income from operations | 71.9 | 143.6 | (49.9 | )% | 222.0 | 153.8 | 44.3 | % | |||||||||||||
Loss from continuing operations, net of income taxes | (259.5 | ) | (196.5 | ) | (32.1 | )% | (426.7 | ) | (533.4 | ) | 20.0 | % | |||||||||
Loss from discontinued operations, net of income taxes | (0.3 | ) | (80.5 | ) | 99.6 | % | (41.4 | ) | (73.2 | ) | 43.4 | % | |||||||||
Net loss attributable to CEOC | (262.0 | ) | (278.7 | ) | 6.0 | % | (472.9 | ) | (607.6 | ) | 22.2 | % | |||||||||
Operating margin* | 4.5 | % | 8.9 | % | (4.4) pts | 6.9 | % | 4.7 | % | 2.2 pts |
* | Operating margin is calculated as income/(loss) from operations divided by net revenues. |
Quarter Ended June 30, | Percent Favorable/ (Unfavorable) | Six Months Ended June 30, | Percent Favorable/ (Unfavorable) | ||||||||||||||||||
(Dollars in millions) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||
Casino revenues | $ | 155.1 | $ | 220.8 | (29.8 | )% | $ | 374.1 | $ | 455.8 | (17.9 | )% | |||||||||
Net revenues | 369.7 | 415.9 | (11.1 | )% | 783.1 | 837.2 | (6.5 | )% | |||||||||||||
Income from operations | 31.3 | 64.0 | (51.1 | )% | 82.0 | 128.9 | (36.4 | )% | |||||||||||||
Operating margin* | 8.5 | % | 15.4 | % | (6.9) pts | 10.5 | % | 15.4 | % | (4.9) pts |
* | Operating margin is calculated as income/(loss) from operations divided by net revenues. |
Quarter Ended June 30, | Percent Favorable/ (Unfavorable) | Six Months Ended June 30, | Percent Favorable/ (Unfavorable) | ||||||||||||||||||
(Dollars in millions) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||
Casino revenues | $ | 256.2 | $ | 277.5 | (7.7 | )% | $ | 490.4 | $ | 558.7 | (12.2 | )% | |||||||||
Net revenues | 297.2 | 321.5 | (7.6 | )% | 563.8 | 638.5 | (11.7 | )% | |||||||||||||
Income from operations | 21.2 | 7.4 | 186.5 | % | 18.0 | 18.5 | (2.7 | )% | |||||||||||||
Operating margin* | 7.1 | % | 2.3 | % | 4.8 pts | 3.2 | % | 2.9 | % | 0.3 pts |
* | Operating margin is calculated as income/(loss) from operations divided by net revenues. |
Quarter Ended June 30, | Percent Favorable/ (Unfavorable) | Six Months Ended June 30, | Percent Favorable/ (Unfavorable) | ||||||||||||||||||
(Dollars in millions) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||
Casino revenues | $ | 643.0 | $ | 656.3 | (2.0 | )% | $ | 1,291.6 | $ | 1,342.4 | (3.8 | )% | |||||||||
Net revenues | 709.4 | 719.7 | (1.4 | )% | 1,422.0 | 1,476.2 | (3.7 | )% | |||||||||||||
Income from operations | 35.1 | 106.0 | (66.9 | )% | 130.6 | 49.2 | 165.4 | % | |||||||||||||
Operating margin* | 4.9 | % | 14.7 | % | (9.8) pts | 9.2 | % | 3.3 | % | 5.9 pts |
* | Operating margin is calculated as income/(loss) from operations divided by net revenues. |
Quarter Ended June 30, | Percent Favorable/ (Unfavorable) | Six Months Ended June 30, | Percent Favorable/ (Unfavorable) | ||||||||||||||||||
(Dollars in millions) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||
Net revenues | |||||||||||||||||||||
Managed | $ | 85.2 | $ | 14.0 | 508.6 | % | $ | 157.0 | $ | 25.0 | 528.0 | % | |||||||||
International | 92.5 | 100.3 | (7.8 | )% | 216.6 | 230.7 | (6.1 | )% | |||||||||||||
Other | 29.6 | 36.9 | (19.8 | )% | 58.8 | 76.6 | (23.2 | )% | |||||||||||||
Total net revenues | $ | 207.3 | $ | 151.2 | 37.1 | % | $ | 432.4 | $ | 332.3 | 30.1 | % | |||||||||
Income/(loss) from operations | |||||||||||||||||||||
Managed | $ | 7.7 | $ | 3.0 | 156.7 | % | $ | 12.4 | $ | 5.0 | 148.0 | % | |||||||||
International | 0.8 | 5.2 | (84.6 | )% | 22.5 | 26.9 | (16.4 | )% | |||||||||||||
Other | (24.2 | ) | (41.9 | ) | 42.2 | % | (43.4 | ) | (74.7 | ) | 41.9 | % | |||||||||
Total loss from operations | $ | (15.7 | ) | $ | (33.7 | ) | * | $ | (8.5 | ) | $ | (42.8 | ) | 80.1 | % |
Expense/(income) | Quarter Ended June 30, | Percent Favorable/ (Unfavorable) | Six Months Ended June 30, | Percent Favorable/ (Unfavorable) | |||||||||||||||
(Dollars in millions) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||
Interest expense, net of interest capitalized | $ | 523.5 | $ | 475.6 | (10.1 | )% | 1,077.0 | 1,014.1 | (6.2 | )% | |||||||||
Loss on early extinguishments of debt | 0.1 | — | * | 36.8 | — | * | |||||||||||||
Gain on partial sale of subsidiary | (44.1 | ) | — | * | (44.1 | ) | — | * | |||||||||||
Benefit for income taxes | (141.6 | ) | (128.8 | ) | 9.9 | % | (410.7 | ) | (312.5 | ) | (31.4 | )% | |||||||
Loss from discontinued operations, net of income taxes | 0.3 | 80.5 | 99.6 | % | 41.4 | 73.2 | 43.4 | % |
Detail of Debt (dollars in millions) | Final Maturity | Rate(s) at June 30, 2013 | Face Value at June 30, 2013 | Book Value at June 30, 2013 | Book Value at Dec. 31, 2012 | |||||||||||
Credit Facilities (a) | ||||||||||||||||
Term Loans B1-B3 | 2015 | 3.19% - 3.28% | $ | 29.1 | $ | 29.1 | $ | 1,025.8 | ||||||||
Term Loan B4 | 2016 | 9.50% | 965.0 | 951.2 | 954.5 | |||||||||||
Term Loan B5 | 2018 | 4.44% | 991.9 | 988.9 | 1,218.8 | |||||||||||
Term Loan B6 | 2018 | 5.44% | 2,431.9 | 2,396.5 | 2,812.6 | |||||||||||
Revolving Credit Facility | 2014 | — | — | — | — | |||||||||||
Revolving Credit Facility | 2017 | — | — | — | — | |||||||||||
Secured Debt | ||||||||||||||||
Senior Secured Notes (a) | 2017 | 11.25% | 2,095.0 | 2,063.2 | 2,060.2 | |||||||||||
Senior Secured Notes (a) | 2020 | 8.50% | 1,250.0 | 1,250.0 | 1,250.0 | |||||||||||
Senior Secured Notes (a) | 2020 | 9.00% | 3,000.0 | 2,951.9 | 1,486.9 | |||||||||||
Second-Priority Senior Secured Notes (a) | 2018 | 12.75% | 750.0 | 743.4 | 742.9 | |||||||||||
Second-Priority Senior Secured Notes (a) | 2018 | 10.00% | 4,553.1 | 2,339.6 | 2,260.2 | |||||||||||
Second-Priority Senior Secured Notes (a) | 2015 | 10.00% | 214.8 | 179.2 | 173.7 | |||||||||||
Chester Downs Senior Secured Notes | 2020 | 9.25% | 330.0 | 330.0 | 330.0 | |||||||||||
PHW Las Vegas Senior Secured Loan | 2015 | (c) | 3.05% | 513.2 | 460.4 | 438.2 | ||||||||||
Linq/Octavius Senior Secured Loan | 2017 | 9.25% | 450.0 | 446.8 | 446.5 | |||||||||||
Bill's Gamblin' Hall & Saloon Credit Facility | 2019 | 11.00% | 185.0 | 181.5 | 181.4 | |||||||||||
Subsidiary-guaranteed Debt (b) | ||||||||||||||||
Senior Notes | 2016 | 10.75% | 478.6 | 478.6 | 478.6 | |||||||||||
Senior PIK Toggle Notes | 2018 | 10.75%-11.5% | 13.9 | 13.9 | 13.2 | |||||||||||
Unsecured Senior Debt (a) | ||||||||||||||||
5.375% | 2013 | 5.375% | 125.2 | 121.2 | 116.6 | |||||||||||
7.0% | 2013 | 7.00% | — | — | 0.6 | |||||||||||
5.625% | 2015 | 5.625% | 791.8 | 689.0 | 666.2 | |||||||||||
6.5% | 2016 | 6.50% | 573.2 | 476.1 | 463.0 | |||||||||||
5.75% | 2017 | 5.75% | 538.8 | 407.1 | 395.9 | |||||||||||
Floating Rate Contingent Convertible Senior Notes | 2024 | 0.57% | 0.2 | 0.2 | 0.2 | |||||||||||
Other Unsecured Borrowings | ||||||||||||||||
Special Improvement District Bonds | 2037 | 5.30% | 62.9 | 62.9 | 64.3 | |||||||||||
Note payable to Caesars Entertainment | 2014 | 3.19% | 285.4 | 285.4 | 516.4 | |||||||||||
Capitalized Lease Obligations | to 2017 | 3.57% - 11.0% | 22.1 | 22.1 | 27.3 | |||||||||||
Total debt | $ | 20,651.1 | $ | 17,868.2 | $ | 18,124.0 | ||||||||||
Current portion of long-term debt | (197.7 | ) | (180.2 | ) | (876.3 | ) | ||||||||||
Long-term debt | $ | 20,453.4 | $ | 17,688.0 | $ | 17,247.7 |
(a) | Guaranteed by Caesars Entertainment. |
(b) | Guaranteed by Caesars Entertainment and certain wholly-owned subsidiaries of CEOC |
(c) | Based on our ability and intent, assumes the exercise of extension options to move the maturity from 2013 to 2015, subject to certain conditions. |
Effective Date | Notional Amount (In millions) | Fixed Rate Paid | Variable Rate Received as of June 30, 2013 | Next Reset Date | Maturity Date | |||||||||
April 25, 2011 | $ | 250.0 | 1.351 | % | 0.193 | % | July 25, 2013 | January 25, 2015 | ||||||
April 25, 2011 | 250.0 | 1.347 | % | 0.193 | % | July 25, 2013 | January 25, 2015 | |||||||
April 25, 2011 | 250.0 | 1.350 | % | 0.193 | % | July 25, 2013 | January 25, 2015 | |||||||
January 25, 2011 | 1,000.0 | 3.068 | % | 0.193 | % | July 25, 2013 | January 25, 2015 | |||||||
April 25, 2011 | 1,000.0 | 3.150 | % | 0.193 | % | July 25, 2013 | January 25, 2015 | |||||||
January 25, 2011 | 1,000.0 | 3.750 | % | 0.193 | % | July 25, 2013 | January 25, 2015 | |||||||
April 25, 2011 | 1,000.0 | 3.264 | % | 0.193 | % | July 25, 2013 | January 25, 2015 | |||||||
January 25, 2011 | 1,000.0 | 3.814 | % | 0.193 | % | July 25, 2013 | January 25, 2015 |
Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||
June 30, 2013 | December 31, 2012 | June 30, 2013 | December 31, 2012 | ||||||||||||||||||||
(In millions) | Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | |||||||||||||||
Derivatives not designated as hedging instruments | |||||||||||||||||||||||
Interest rate swaps | $ | — | $ | — | Deferred credits and other | $ | (237.1 | ) | Deferred credits and other | $ | (306.4 | ) | |||||||||||
Interest rate cap | Deferred charges and other | — | — | ||||||||||||||||||||
Total derivatives | $ | — | $ | — | $ | (237.1 | ) | $ | (306.4 | ) |
(In millions) | Amount of (Gain) or Loss Recognized in AOCL (Effective Portion) | Location of (Gain) or Loss Reclassified From AOCL Into Net Loss (Effective Portion) | Amount of (Gain) or Loss Reclassified from AOCL into Net Loss (Effective Portion) | Location of (Gain) or Loss Recognized in Net Loss (Ineffective Portion) | Amount of (Gain) or Loss Recognized in Net Loss (Ineffective Portion) | |||||||||||||||||||||||
Derivatives designated as hedging instruments | Quarter Ended June 30, 2013 | Quarter Ended June 30, 2012 | Quarter Ended June 30, 2013 | Quarter Ended June 30, 2012 | Quarter Ended June 30, 2013 | Quarter Ended June 30, 2012 | ||||||||||||||||||||||
Interest rate contracts | $ | — | $ | — | Interest expense | $ | — | $ | — | Interest expense | $ | — | $ | — |
(In millions) | Amount of (Gain) or Loss Recognized in Net Loss | |||||||||
Derivatives not designated as hedging instruments | Location of (Gain) or Loss Recognized in Net Loss | Quarter Ended June 30, 2013 | Quarter Ended June 30, 2012 | |||||||
Interest rate contracts | Interest expense | $ | (45.5 | ) | $ | (17.6 | ) |
(In millions) | Amount of (Gain) or Loss Recognized in AOCL (Effective Portion) | Location of (Gain) or Loss Reclassified From AOCL Into Net Loss (Effective Portion) | Amount of (Gain) or Loss Reclassified from AOCL into Net Loss (Effective Portion) | Location of (Gain) or Loss Recognized in Net Loss (Ineffective Portion) | Amount of (Gain) or Loss Recognized in Net Loss (Ineffective Portion) | |||||||||||||||||||||||
Derivatives designated as hedging instruments | Six Months Ended June 30, 2013 | Six Months Ended June 30, 2012 | Six Months Ended June 30, 2013 | Six Months Ended June 30, 2012 | Six Months Ended June 30, 2013 | Six Months Ended June 30, 2012 | ||||||||||||||||||||||
Interest rate contracts | $ | — | $ | — | Interest expense | $ | — | $ | — | Interest expense | $ | — | $ | — |
(In millions) | Amount of (Gain) or Loss Recognized in Net Loss | |||||||||
Derivatives not designated as hedging instruments | Location of (Gain) or Loss Recognized in Net Loss | Six Months Ended June 30, 2013 | Six Months Ended June 30, 2012 | |||||||
Interest rate contracts | Interest expense | $ | (69.3 | ) | $ | 17.1 |
June 30, 2013 | 12/31/2012 | ||||||
Assets | |||||||
Current assets | |||||||
Cash and cash equivalents | $ | 171.7 | $ | 126.7 | |||
Restricted cash | 40.5 | 38.7 | |||||
Receivables, net of allowance for doubtful accounts of $30.4 and $33.0 | 74.2 | 69.7 | |||||
Deferred income taxes | 7.1 | 10.4 | |||||
Prepayments and other current assets | 28.4 | 31.4 | |||||
Inventories | 12.6 | 13.3 | |||||
Total current assets | 334.5 | 290.2 | |||||
Property and equipment, net | 4,853.2 | 4,917.8 | |||||
Goodwill | 1,690.6 | 1,690.6 | |||||
Intangible assets other than goodwill | 452.1 | 481.7 | |||||
Restricted cash | 57.3 | 57.2 | |||||
Deferred charges and other | 70.4 | 90.2 | |||||
Total Assets | $ | 7,458.1 | $ | 7,527.7 | |||
Liabilities and Stockholder's Equity | |||||||
Current liabilities | |||||||
Accounts payable | $ | 34.3 | $ | 42.5 | |||
Interest payable | 7.4 | 7.1 | |||||
Accrued expenses | 200.6 | 132.6 | |||||
Current portion of long-term debt | 3.6 | 3.6 | |||||
Due to affiliates, net | 32.9 | 38.7 | |||||
Total current liabilities | 278.8 | 224.5 | |||||
Long-term debt | 4,421.2 | 4,665.5 | |||||
Deferred credits and other | 24.7 | 24.0 | |||||
Deferred income taxes | 1,497.9 | 1,516.9 | |||||
6,222.6 | 6,430.9 | ||||||
Total equity | 1,235.5 | 1,096.8 | |||||
Total Liabilities and Stockholder's Equity | $ | 7,458.1 | $ | 7,527.7 |
Quarter Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Revenues | |||||||||||||||
Casino | $ | 298.6 | $ | 304.8 | $ | 581.5 | $ | 612.9 | |||||||
Food and beverage | 130.1 | 131.6 | 253.7 | 259.2 | |||||||||||
Rooms | 122.7 | 118.3 | 228.0 | 230.8 | |||||||||||
Other | 50.2 | 48.4 | 94.1 | 92.8 | |||||||||||
Less: casino promotional allowances | (83.9 | ) | (86.6 | ) | (166.2 | ) | (174.0 | ) | |||||||
Net revenues | 517.7 | 516.5 | 991.1 | 1,021.7 | |||||||||||
Operating expenses | |||||||||||||||
Direct | |||||||||||||||
Casino | 143.6 | 159.3 | 283.8 | 321.3 | |||||||||||
Food and beverage | 61.8 | 65.9 | 121.0 | 126.3 | |||||||||||
Rooms | 33.1 | 32.3 | 62.9 | 63.1 | |||||||||||
Property, general, administrative, and other | 123.7 | 124.0 | 246.5 | 250.2 | |||||||||||
Depreciation and amortization | 30.3 | 39.8 | 64.4 | 78.9 | |||||||||||
Write-downs and reserves, net of recoveries | 3.8 | 2.1 | 17.2 | 4.1 | |||||||||||
Intangible and tangible asset impairment charges | 24.4 | — | 24.4 | — | |||||||||||
Income on interests in non-consolidated affiliates | (2.2 | ) | (0.1 | ) | (2.7 | ) | (0.5 | ) | |||||||
Corporate expense | 11.4 | 16.4 | 25.2 | 40.3 | |||||||||||
Amortization of intangible assets | 14.8 | 14.8 | 29.5 | 29.5 | |||||||||||
Total operating expenses | 444.7 | 454.5 | 872.2 | 913.2 | |||||||||||
Income from operations | 73.0 | 62.0 | 118.9 | 108.5 | |||||||||||
Interest expense, net of interest capitalized | (49.9 | ) | (50.2 | ) | (101.8 | ) | (102.5 | ) | |||||||
Gains on early extinguishments of debt | 39.0 | 32.7 | 39.0 | 78.5 | |||||||||||
Other income, including interest income | — | 0.2 | — | 0.4 | |||||||||||
Income before income taxes | 62.1 | 44.7 | 56.1 | 84.9 | |||||||||||
Provision for income taxes | (20.3 | ) | (15.5 | ) | (17.3 | ) | (29.9 | ) | |||||||
Net income | $ | 41.8 | $ | 29.2 | $ | 38.8 | $ | 55.0 |
Six Months Ended June 30, | |||||||
2013 | 2012 | ||||||
Cash flows provided by operating activities | $ | 72.5 | $ | 105.8 | |||
Cash flows from investing activities | |||||||
Acquisitions of property and equipment, net of change in related payables | (21.8 | ) | (29.6 | ) | |||
Change in restricted cash | (1.9 | ) | (18.8 | ) | |||
Other | (2.2 | ) | (2.8 | ) | |||
Cash flows used in investing activities | (25.9 | ) | (51.2 | ) | |||
Cash flows from financing activities | |||||||
Cash paid for early extinguishments of debt | (183.7 | ) | (121.9 | ) | |||
Cash paid for loan maturity extension fees | (23.3 | ) | — | ||||
Cash received from Caesars Entertainment for financing transactions | 207.0 | 121.9 | |||||
Other | (1.6 | ) | — | ||||
Cash flows used in financing activities | (1.6 | ) | — | ||||
Net increase in cash and cash equivalents | 45.0 | 54.6 | |||||
Cash and cash equivalents, beginning of period | 126.7 | 151.2 | |||||
Cash and cash equivalents, end of period | $ | 171.7 | $ | 205.8 | |||
Cash paid for interest | $ | 83.6 | $ | 81.9 |
Quarter Ended June 30, | Percentage Favorable/(Unfavorable) | Six Months Ended June 30, | Percentage Favorable/(Unfavorable) | ||||||||||||||||||
(Dollars in millions) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||
Casino revenues | $ | 298.6 | $ | 304.8 | (2.0 | )% | $ | 581.5 | $ | 612.9 | (5.1 | )% | |||||||||
Net revenues | 517.7 | 516.5 | 0.2 | % | 991.1 | 1,021.7 | (3.0 | )% | |||||||||||||
Income from operations | 73.0 | 62.0 | 17.7 | % | 118.9 | 108.5 | 9.6 | % | |||||||||||||
Net income | 41.8 | 29.2 | 43.2 | % | 38.8 | 55.0 | (29.5 | )% | |||||||||||||
Operating margin* | 14.1 | % | 12.0 | % | 2.1 pts | 12.0 | % | 10.6 | % | 1.4 pts |
* | Operating margin is calculated as income from operations divided by net revenues for the respective period. |
Expense/(income) | Quarter Ended June 30, | Percentage Favorable/(Unfavorable) | Six Months Ended June 30, | Percentage Favorable/(Unfavorable) | |||||||||||||||||
(Dollars in millions) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||
Interest expense, net of interest capitalized | $ | 49.9 | $ | 50.2 | 0.6 | % | $ | 101.8 | $ | 102.5 | 0.7 | % | |||||||||
Gains on early extinguishments of debt | (39.0 | ) | (32.7 | ) | 19.3 | % | $ | (39.0 | ) | (78.5 | ) | (50.3 | )% | ||||||||
Provision for income taxes | 20.3 | 15.5 | (31.0 | )% | $ | 17.3 | 29.9 | 42.1 | % |
Stock-Based Compensation - Stock-Based Compensation Expense Recognized (Detail) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 6.1 | $ 21.7 | $ 9.7 | $ 33.2 |
Corporate expenses [Member]
|
||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 2.6 | 4.1 | 3.3 | 14.2 |
Property, general, administrative, and other [Member]
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Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 3.5 | $ 17.6 | $ 6.4 | $ 19.0 |
Stock-Based Compensation - Summary of Share-Based Option Activity (Detail) (USD $)
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Shares Outstanding, Begginning of Period | 8,478,148 |
Shares Granted | 545,812 |
Shares Exercised | (31,640) |
Shares Canceled | (251,478) |
Shares Outstanding, End of Period | 8,740,842 |
Shares Vested and expected to vest at June 30, 2013 | 6,819,442 |
Shares Exercisable at June 30, 2013 | 1,362,327 |
Weighted Average Exercise Price Outstanding, Beginning of Period | $ 12.22 |
Weighted Average Exercise Price Granted | $ 13.64 |
Weighted Average Exercise Price Exercised | $ 8.22 |
Weighted Average Exercise Price Canceled | $ 12.46 |
Weighted Average Exercise Price Outstanding, End of Period | $ 12.32 |
Weighted Average Exercise Price Vested and expected to vest at June 30, 2013 | $ 12.37 |
Weighted Average Exercise Price Exercisable at June 30, 2013 | $ 11.69 |
Stockholders' Equity and Non-controlling Interests (Notes)
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6 Months Ended |
---|---|
Jun. 30, 2013
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Equity [Abstract] | |
Stockholders' Equity and Non-controlling Interests | Stockholders' Equity and Non-controlling Interests Common Stock In March 2012, the Company filed a prospectus with the SEC, as part of a registration statement, to sell shares of common stock, up to a maximum aggregate offering price of $500.0 million. In April 2012, the Company entered into an equity distribution agreement with Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC whereby the Company may issue and sell up to 10.0 million shares of the Company's common stock from time to time. During the quarter and six months ended June 30, 2013, the Company issued 900,493 shares with aggregate offering proceeds of $12.6 million. During the quarter and six months ended June 30, 2012, the Company issued 15,000 shares for aggregate offering proceeds of $0.2 million. Non-controlling Interests CBAC Gaming, LLC, the Company-led consortium developing Horseshoe Casino Baltimore, received additional capital contributions from minority shareholders of $35.3 million in the quarter ended June 30, 2013. The investment increased the Company's non-controlling interest equity for partner contributions to the development of the project, net of pre-opening losses of $2.1 million also allocated to non-controlling interest equity. The $400 million development will be located in the City of Baltimore. Financing for the project was obtained and the development broke ground in July 2013. For additional information on the financing see Note 21, "Subsequent Events." |
Property and Equipment, net - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified |
6 Months Ended | 1 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2012
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Jun. 30, 2013
New Jersey Casino Reinvestment Development Authority (CRDA) [Member]
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Jun. 30, 2013
Mississippi [Member]
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Mar. 31, 2012
Mississippi [Member]
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Mar. 31, 2012
Spain
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Property, Plant and Equipment [Line Items] | |||||
Tangible asset impairment charges | $ 174.0 | $ 22.4 | $ 79.3 | $ 167.5 | $ 6.5 |
Acquisitions, Investments, Dispositions and Divestitures
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquisitions, Investments, Dispositions and Divestitures | Acquisitions, Investments, Dispositions and Divestitures Acquisitions Buffalo Studios, LLC and Bubbler Media In December 2012, CIE purchased substantially all of the net assets of Buffalo Studios, LLC ("Buffalo"), a social and mobile games developer and owner of Bingo Blitz, for consideration of $45.2 million plus an earnout payment with an acquisition date fair value estimated at $5.6 million. During the first quarter 2013, the estimated fair value of the earnout was increased to $58.0 million, with a charge to acquisition and integration costs of $52.4 million. The estimated fair value of the earnout was reduced to $54.5 million during the second quarter 2013, resulting in a $3.5 million reduction in the earnout accrual, recorded in acquisition and integration costs. In September 2012, CIE purchased the assets of Bubbler Media ("Bubbler") a social and mobile games developer based in Belarus, for consideration of approximately $7.5 million. The purchase prices of Buffalo and Bubbler were allocated based on estimated fair values of the assets acquired and liabilities assumed, with the excess of the purchase price over the estimated fair value of the net tangible and intangible assets acquired recorded as goodwill. The preliminary purchase price allocations include total assets, liabilities and net assets acquired of Buffalo of $52.9 million, $7.7 million and $45.2 million, respectively. The preliminary purchase price allocations include net assets acquired of Bubbler of $7.5 million. The Company has not yet finalized its purchase price allocations for either of these transactions and is in the process of performing final reviews of the values assigned to assets acquired and liabilities assumed for both transactions. Dispositions Conrad Punta Del Este Resort and Casino In November 2012, we signed a definitive agreement with Enjoy S.A. (“Enjoy”) to form a strategic relationship in Latin America and completed the transaction in May 2013. Under the terms of the agreement, Enjoy acquired 45% of Baluma S.A., our subsidiary that owns and operates the Conrad Punta Del Este Resort and Casino in Uruguay (the “Conrad”), in exchange for total consideration of $139.5 million. After customary deductions for expenses associated with the closing, we received $50.4 million in cash, net of $29.7 million of cash deconsolidated, a 4.5% equity stake in Enjoy, and a deferred cash payment of $31.9 million due by January 2014, which is included in other current assets as of June 30, 2013. The shares of Enjoy that we acquired are classified as available-for-sale securities. These securities are adjusted to their market value at every reporting period, with unrealized gains or losses recorded as a component of other comprehensive income. In connection with the transaction, Enjoy assumed control of the Baluma S.A. board and primary responsibility for management of the Conrad. Upon completion of the transaction, we deconsolidated Baluma S.A. from our financial statements and began accounting for Baluma S.A. as an investment in non-consolidated affiliates utilizing the equity method of accounting. Alea Leeds On March 4, 2013, we permanently closed our Alea Leeds casino in England. As a result of the closure, during the quarter ended March 31, 2013, we recorded charges of $5.7 million related to the write-down of tangible and intangible assets, net of currency translation adjustment, and $15.8 million related to exit costs, comprised of non-cancellable contract costs of $15.1 million, employment related costs of $0.5 million and other costs in the amount of $0.2 million. During the quarter ended June 30, 2013, the Company paid $1.0 million of exit-related costs, accreted interest expense of $0.5 million and recognized $0.2 million increase in the liability due mainly to the impact of currency translation adjustments. As of June 30, 2013, $15.5 million remains accrued. We have presented the operations of Alea Leeds casino as discontinued operations in the Consolidated Condensed Statements of Operations for the quarter and six months ended June 30, 2013 and 2012. See “Discontinued Operations” below. Harrah's St. Louis On November 2, 2012, the Company sold its Harrah's St. Louis casino and recorded a pre-tax gain of $9.3 million on the sale. As a result of working capital adjustments in connection with such sale, the Company recorded reductions to the originally recorded pre-tax gain of $0.7 million in the first quarter of 2013. We have presented the results of Harrah's Maryland Heights, LLC, previous owner of the Harrah's St. Louis casino, as discontinued operations in our Consolidated Condensed Statements of Operations for the quarter and six months ended June 30, 2012. See “Discontinued Operations” below. Macau Land Concession During the second quarter of 2012, we determined that it was more likely than not that we would divest of our investment in a land concession in Macau prior to the end of the remaining 35-year term of the concession (the “Macau Land Concession”). As a result, we performed an impairment assessment on the Macau Land Concession and recorded an impairment charge of $101.0 million. In the fourth quarter of 2012, the Company began discussions with interested investors regarding a sale of the subsidiaries that hold the Macau Land Concession. As a result of this plan of disposal, the assets and liabilities have been classified as held for sale in our Consolidated Condensed Balance Sheets at June 30, 2013 and December 31, 2012. See “Held for Sale” below. We assess the fair value of the Macau Land Concession each reporting period and, as a result, recorded an adjustment to fair value that reduced book value by $21.0 million during the first quarter of 2013. There were no additional fair value adjustments recognized in the second quarter of 2013. We have presented the operations of the business as discontinued operations in the Consolidated Condensed Statements of Operations for the quarters and six months ended June 30, 2013 and 2012. See “Discontinued Operations” below. On August 6, 2013, the Company, along with certain of its wholly-owned subsidiaries, entered into a share purchase agreement with Pearl Dynasty Investments Limited (“Pearl Dynasty”), pursuant to which Pearl Dynasty will purchase from the Company all of the equity interests of the subsidiaries that hold the Macau Land Concession for a purchase price of $438.0 million subject to customary closing conditions. See Note 21, “Subsequent Events,” for further discussion. Held for Sale Assets and liabilities classified as held for sale relate to the subsidiaries that hold our land concessions in Macau and are as follows:
Discontinued Operations Net revenues, pre-tax (loss)/income from operations, and (loss)/income, net of income taxes presented as discontinued operations are as follows:
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Litigation, Contractual Commitments and Contingent Liabilities
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6 Months Ended |
---|---|
Jun. 30, 2013
|
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Commitments and Contingencies Disclosure [Abstract] | |
Litigation, Contractual Commitments and Contingent Liabilities | Litigation, Contractual Commitments and Contingent Liabilities Litigation Nevada Sales and Use Tax The Supreme Court of Nevada decided in early 2008 that food purchased for subsequent use in the provision of complimentary and/or employee meals is exempt from use tax. Previously, such purchases were subject to use tax and the Company has claimed, but not recognized into earnings, a use tax refund totaling $32.2 million, plus interest, as a result of the 2008 decision. In early 2009, the Nevada Department of Taxation ("Department”) audited our refund claim, but has taken the position that those same purchases are now subject to sales tax; therefore, they subsequently issued a sales tax assessment totaling $27.4 million plus interest after application of our refund on use tax. On October 21, 2010, the administrative law judge (“ALJ”) issued a decision and ruled in our favor on a number of key issues, including that complimentary employee meals are not subject to sales tax. Although both the Company and the Department filed an appeal of the decision with the Nevada Tax Commission (“Commission”), the case was returned to the ALJ for further factual development. The ALJ issued a second decision on March 8, 2012, reversing the previous, partially favorable ruling relating to the taxability of complimentary employee meals and affirmed the taxability of complimentary meals but limited the entire sales tax assessment to the amount of the Company's use tax refund claims resulting in no use tax refund awarded but no sales tax amounts due. The ALJ decision was affirmed in the Commission hearing on June 25, 2012 and the Commission's final decision was issued on July 31, 2012. We filed a petition for judicial review with the District Court on August 7, 2012. On March 1, 2013, the District Court judge ruled that employee meals are not subject to sales tax but affirmed the application of sales tax to complimentary patron meals. Additionally, the judge ordered a refund of the portion of our use tax refund claims filed prior to October 1, 2005 without any offsetting sales tax assessments relating to complimentary patron meals for those periods. We appealed the District Court decision to the Nevada Supreme Court. Subsequent to a written Commission decision issued in February 2012 for another gaming company, the Department issued draft regulations requiring the collection of sales tax on the retail value of complimentary meals and the cost of employee meals. On June 6, 2012, the Department issued additional guidance regarding the payment of sales tax on complimentary and employee meals, maintaining that meals are taxable as of February 15, 2012 but that the payment of the tax is due, without penalty or interest, at the earlier of (a) one month after approval of the regulation by the Legislative Commission, (b) one month after a Nevada Supreme Court decision, (c) the effective date of any legislation or (d) June 30, 2013. The Department stated that it provided this additional guidance regarding the deferral of payment requirements because the Legislative Commission did not yet have the opportunity to approve the regulation and because there were several ongoing appeals that had not been heard by the Commission and the Nevada Supreme Court. On May 31, 2013, we entered into a settlement agreement with the Department wherein we agreed to forgo our pending use tax refund claims, the Department agreed to abate the sales tax assessment of $27.4 million and both parties stipulated to the dismissal of our respective cases. Additionally, during the 2013 Nevada legislative session, the legislature enacted legislation providing that the provision of complimentary meals to employees and patrons are excluded from the definition of the term “sale” for purposes of determining sales tax. As a result, we have reversed $17.5 million in sales tax reserves originally accrued against a loss in this matter. This credit is included in property, general, administrative, and other in the accompanying Consolidated Condensed Statements of Operations. Other The Company is party to ordinary and routine litigation incidental to our business. We do not expect the outcome of any pending litigation to have a material effect on our consolidated financial position, results of operations, or cash flows. Contractual Commitments Material changes to our aggregate indebtedness are described in Note 8, "Debt." At June 30, 2013, our estimated interest payments for the rest of the year ended December 31, 2013 are $1,001.9 million, for the years ended December 31, 2014 through 2017 are $2,010.8 million, $1,670.4 million, $1,517.0 million, and $1,257.7 million, respectively, and our estimated interest payments thereafter are $1,401.4 million. As of June 30, 2013, there have been no material changes outside of the ordinary course of business to our other known contractual obligations, which are set forth in our 2012 10-K. Contingent Liabilities In December 1998, Hilton Hotels Corporation ("Hilton") spun-off its gaming operations as Park Place Entertainment Corporation ("Park Place"). In connection with the spin-off, Hilton and Park Place entered into various agreements, including an Employee Benefits and Other Employment Allocation Agreement dated December 31, 1998 (the "Allocation Agreement") whereby Park Place assumed or retained, as applicable, certain liabilities and excess assets, if any, related to the Hilton Hotels Retirement Plan (the "Hilton Plan") based on the accrued benefits of Hilton employees and Park Place employees. Park Place changed its name to Caesars Entertainment, Inc., and the Company acquired Caesars Entertainment, Inc. in June 2005. In 1999 and 2005, the United States District Court for the District of Columbia (the "Court") certified two nationwide classes in the lawsuit against Hilton and others alleging that the Hilton Plan's benefit formula was backloaded in violation of ERISA, and that Hilton and the other defendants failed to properly calculate Hilton Plan participants' service for vesting purposes. In May 2009, the Court issued a decision granting summary judgment to the plaintiffs. Thereafter, the Court required the parties to attempt to agree on a remedies determination and further required the parties to submit briefs to the Court in support of their positions. On September 7, 2010, the Court issued an opinion resolving certain of Hilton's and the plaintiffs' issues regarding a remedies determination and requiring the parties to confer and take other actions in an effort to resolve the remaining issues. On July 28 and 29, 2011, the Court held a hearing to address the remaining remedy issues and on August 31, 2011, the Court issued a Memorandum Opinion and a final Order (the “Order”). In the Order, the Court ordered, among other things, Hilton to award back payments and commence increased benefits for all class members no later than January 1, 2012 or, in the case of any individual benefit or vesting disputes, within 30 days after the final dispute resolution by the Court. On September 28, 2011, Hilton filed a Motion for Reconsideration to ask the Court to reconsider certain aspects of the Order. On October 5, 2011, Hilton filed a Notice of Appeal to appeal all aspects of the Order and all other orders in the case to the United States Court of Appeals for the District of Columbia Circuit (the "Circuit Court") and on December 22, 2011, plaintiffs filed a cross-appeal. On November 28, 2011, Hilton filed a motion to stay the implementation of the backloading remedy pending the appeal and on January 19, 2012, the Court granted Hilton's motion contingent upon Hilton posting a bond of $75.8 million by no later than February 21, 2012. On December 14, 2012, the Circuit Court affirmed the decisions of the Court. At various times prior to the Court’s 2010 opinion, we were advised by counsel for the defendants that the plaintiffs estimated that the damages were in the range of $80.0 million to $280.0 million. Counsel for the defendants further advised that approximately $50.0 million of the damages relates to questions regarding the proper size of the class and the amount, if any, of damages to any additional class members due to issues with Hilton’s record keeping. The Company received a letter from Hilton dated October 7, 2009 notifying the Company for the first time of this lawsuit and alleging that the Company has potential liability for the above described claims under the terms of the Allocation Agreement. Based on the terms of the Allocation Agreement, the Company believes its maximum potential exposure is approximately 30 percent to 33 percent of the amount ultimately awarded as damages. The Company is not a party to the proceedings between the plaintiffs and the defendants and has not participated in the defense of the litigation or in any discussions between the plaintiffs and the defendants about potential remedies or damages. Further, the Company does not have access to information sufficient to enable the Company to make an independent judgment about the possible range of loss in connection with this matter. Based on conversations between our representative of the Company and a representative of the defendants, the Company believes it is probable that damages will be at least $80.0 million and, accordingly, the Company recorded a charge of $25.0 million in accordance with FASB Codification Subtopic 450, Contingencies, during the second quarter 2010 in relation to this matter. The Company has not changed its belief respecting the damages which may be awarded in this lawsuit as a result of the 2010 opinion of the Court, the Order, or the Circuit Court's rulings. The Company also continues to believe that it may have various defenses if a claim under the Allocation Agreement is asserted against the Company, including defenses as to the amount of damages. Because the Company has not had access to sufficient information regarding this matter, we cannot at this time predict the ultimate outcome of this matter or the possible additional loss, if any. |
Income Taxes - Allocation of Total Income Taxes (Detail) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
Income Tax Disclosure [Abstract] | ||||
Income tax benefit on loss before income taxes | $ (115.7) | $ (105.9) | $ (406.0) | $ (264.2) |
Income tax (benefit)/provision on discontinued operations | 0 | (3.9) | (2.8) | 3.0 |
Accumulated other comprehensive (income)/loss | $ (0.3) | $ 1.7 | $ 1.2 | $ 4.6 |
Reclassifications out of Accumulated Other Comprehensive Loss
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reclassifications out of Accumulated Other Comprehensive Loss | Reclassifications out of Accumulated Other Comprehensive Loss Reclassifications out of AOCL for the quarter and six months ended June 30, 2013 include the following:
Reclassifications out of AOCL for the quarter and six months ended June 30, 2012 include the following:
|
Acquisitions, Investments, Dispositions and Divestitures - Additional Information (Detail) (USD $)
|
3 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | ||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Dec. 31, 2012
|
Nov. 02, 2012
Harrahs St. Louis [Member]
|
Mar. 31, 2013
Harrahs St. Louis [Member]
|
Sep. 30, 2012
Bubbler Media [Member]
Caesars Interactive Entertainment [Member]
|
Jun. 30, 2013
Buffalo Studios, LLC [Member]
Caesars Interactive Entertainment [Member]
|
Mar. 31, 2013
Buffalo Studios, LLC [Member]
Caesars Interactive Entertainment [Member]
|
Dec. 31, 2012
Buffalo Studios, LLC [Member]
Caesars Interactive Entertainment [Member]
|
Jun. 30, 2013
Alea Leeds Casino [Member]
|
Mar. 31, 2013
Alea Leeds Casino [Member]
|
Mar. 31, 2013
Non-cancellable Contract Costs [Member]
Alea Leeds Casino [Member]
|
Mar. 31, 2013
Employment Related Costs [Member]
Alea Leeds Casino [Member]
|
Mar. 31, 2013
Other Business Exit Costs [Member]
Alea Leeds Casino [Member]
|
Jun. 30, 2013
Assets Held-for-sale [Member]
Macau [Member]
|
Mar. 31, 2013
Assets Held-for-sale [Member]
Macau [Member]
|
Jun. 30, 2012
Assets Held-for-sale [Member]
Macau [Member]
|
Jun. 30, 2013
Enjoy S.A. [Member]
Conrad Punta Del Este Resort and Casino [Member]
|
Jun. 30, 2013
Enjoy S.A. [Member]
Conrad Punta Del Este Resort and Casino [Member]
Baluma S.A. [Member]
|
May 31, 2013
Enjoy S.A. [Member]
Conrad Punta Del Este Resort and Casino [Member]
Baluma S.A. [Member]
|
Jun. 30, 2012
Discontinued Operations [Member]
Assets Held-for-sale [Member]
Macau [Member]
|
Jun. 30, 2013
Subsequent Event [Member]
Macau [Member]
|
|
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||||||
Consideration given | $ 7,500,000 | $ 45,200,000 | $ 438,000,000 | |||||||||||||||||||||
Percentage of voting interests sold | 45.00% | |||||||||||||||||||||||
Consideration for partial sale of subsidiary | 139,500,000 | |||||||||||||||||||||||
Net proceeds from partial sale of subsidiary | 50,400,000 | 0 | 50,400,000 | |||||||||||||||||||||
Cash deconsolidated | 29,700,000 | |||||||||||||||||||||||
Dispositions, Equity Received in Acquiring Company | 4.50% | |||||||||||||||||||||||
Deferred cash payment on partial sale of subsidiary | 31,900,000 | |||||||||||||||||||||||
Fair value of earnout payment | 54,500,000 | 58,000,000 | 5,600,000 | |||||||||||||||||||||
Reduction in earnout accrual | (3,500,000) | |||||||||||||||||||||||
Acquisition and integration costs | 2,200,000 | 1,100,000 | 66,400,000 | 1,200,000 | 52,400,000 | |||||||||||||||||||
Assets acquired | 52,900,000 | |||||||||||||||||||||||
Liabilities assumed | 7,700,000 | |||||||||||||||||||||||
Gain on sale of discontinued operations | 9,300,000 | |||||||||||||||||||||||
Adjustment to gain on sale of discontinued operations | 700,000 | |||||||||||||||||||||||
Remaining term of land concession | 35 years | |||||||||||||||||||||||
Tangible asset impairment charges | 174,000,000 | 101,000,000 | ||||||||||||||||||||||
Adjustment to fair value | 0 | 21,000,000 | ||||||||||||||||||||||
Write-down of tangible and intangible assets | 104,700,000 | 33,000,000 | 124,700,000 | 207,000,000 | 5,700,000 | |||||||||||||||||||
Exit costs | 15,800,000 | 15,100,000 | 500,000 | 200,000 | ||||||||||||||||||||
Exit costs paid | 1,000,000 | |||||||||||||||||||||||
Accreted interest expense | 284,800,000 | 284,800,000 | 233,700,000 | 500,000 | ||||||||||||||||||||
Increase in interest payable | 51,800,000 | (7,200,000) | 200,000 | |||||||||||||||||||||
Exit costs accrued | $ 15,500,000 |
Subsequent Events Subsequent Events (Details) (USD $)
In Millions, unless otherwise specified |
6 Months Ended | ||||
---|---|---|---|---|---|
Jun. 30, 2013
|
Jul. 02, 2013
|
||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Face Amount | $ 23,662.0 | ||||
Unsecured Senior Debt 5.375% [Member]
|
|||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Face Amount | 99.0 | [1] | |||
Debt Instrument, Interest Rate | 5.375% | [1] | |||
Unsecured Senior Debt 5.375% [Member] | Caesars Entertainment Operating Company Inc [Member]
|
|||||
Subsequent Event [Line Items] | |||||
Face value of debt repurchase | 26.2 | ||||
Debt Instrument, Interest Rate | 5.375% | ||||
Unsecured Senior Debt 5.375% [Member] | Caesars Entertainment Operating Company Inc [Member] | Subsequent Event [Member]
|
|||||
Subsequent Event [Line Items] | |||||
Face value of debt repurchase | 10.0 | ||||
Debt Instrument, Interest Rate | 5.375% | ||||
Baltimore Credit Facility [Member] | Senior Secured Term Facility with a 7 year Maturity [Member] | Subsequent Event [Member]
|
|||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Face Amount | 300.0 | ||||
Debt Instrument, Term | 7 years | ||||
Baltimore Credit Facility [Member] | Senior Secured Term Facility with a 7 year Maturity Funded Upon the Closing of the Baltimore Credit Facility [Member] | Subsequent Event [Member]
|
|||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Face Amount | 225.0 | ||||
Baltimore Credit Facility [Member] | Senior Secured Term Facility - 12 month Delayed Draw Facility [Member] | Subsequent Event [Member]
|
|||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Face Amount | 37.5 | ||||
Baltimore Credit Facility [Member] | Senior Secured Term Facility - 18 month Delayed Draw Facility1 [Member] | Subsequent Event [Member]
|
|||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Face Amount | 37.5 | ||||
Baltimore Credit Facility [Member] | Senior Secured Revolving Facility [Member] | Subsequent Event [Member]
|
|||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Face Amount | 10.0 | ||||
Debt Instrument, Term | 5 years | ||||
Baltimore Credit Facility [Member] | Baltimore FF&E Facility [Member] | Subsequent Event [Member]
|
|||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Face Amount | 30.0 | ||||
Macau [Member] | Subsequent Event [Member]
|
|||||
Subsequent Event [Line Items] | |||||
Purchase price | 438.0 | ||||
Down payment for sale of equity interests in subsidiary | 21.9 | ||||
Additional down payment for sale of equity interests in subsidiary | 43.8 | ||||
Transaction completion period | 90 days | ||||
Down payment required to extend the closing period by one month for sale of equity interests in subsidiary | 8.0 | ||||
Entitled retention of down payment | 43.8 | ||||
Entitled retention of down payment, percentage of sale price | 10.00% | ||||
Potential retention payable on sale of equity interests in subsidiary | 43.8 | ||||
Proceeds from sale of equity interests in subsidiaries | $ 420.0 | ||||
|
Debt - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 6 Months Ended | 0 Months Ended | 2 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | |||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Dec. 31, 2012
|
Feb. 28, 2013
Revolving Credit Facility [Member]
|
Feb. 28, 2013
Line of Credit [Member]
|
Jun. 30, 2013
Maximum [Member]
|
Jun. 30, 2013
Minimum [Member]
|
Jun. 30, 2013
Second-priority senior secured notes with maturity of 2018 two [Member]
|
Jun. 30, 2013
Second priority senior secured notes with maturity of 2015 [Member]
|
Jun. 30, 2013
Unsecured Senior Debt 5.375% [Member]
|
Feb. 20, 2013
Senior Notes with Maturity of 2020 Two [Member]
|
Dec. 31, 2012
Senior Notes with Maturity of 2020 Two [Member]
|
Feb. 28, 2013
Credit Facilities Term Loans B6 [Member]
|
Jun. 30, 2013
Credit Facilities Term Loans B6 [Member]
|
Jun. 30, 2013
Senior Secured Financing [Member]
|
Jun. 30, 2013
Senior Secured Term Loan [Member]
|
Jun. 30, 2013
Credit Facilities Term Loans B1-B3 [Member]
|
Jun. 30, 2013
Credit Facilities Term Loan B4 [Member]
|
Jun. 30, 2013
Credit Facilities Term Loans B5-B6 [Member]
|
Jun. 30, 2013
Bill's Gamblin' Hall & Saloon Credit Facility [Member]
|
Jun. 30, 2013
Revolving credit facility with maturity of 2014 [Member]
|
Jun. 30, 2013
Revolving Credit Facility with Maturity of 2017 [Member]
|
Feb. 28, 2013
Senior Notes With Maturity of 2020 (Three) [Member]
|
Jun. 30, 2013
Unsecured Senior Debt 7.0% [Member]
|
Mar. 31, 2013
Senior Notes [Member]
|
Jun. 30, 2013
CMBS Financing [Member]
|
Feb. 28, 2013
CMBS Financing [Member]
|
Jun. 30, 2013
Caesars Entertainment Operating Company Inc [Member]
|
Jun. 30, 2013
Caesars Entertainment Operating Company Inc [Member]
Second-priority senior secured notes with maturity of 2018 two [Member]
|
Jun. 30, 2013
Caesars Entertainment Operating Company Inc [Member]
Unsecured Senior Debt 5.375% [Member]
|
||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Unamortized discounts | $ 2,590.7 | $ 2,590.7 | $ 2,691.0 | ||||||||||||||||||||||||||||||||||||||||
Current Maturities of Debt [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Current portion of long-term debt, face value | 158.5 | 158.5 | 879.9 | 26.0 | 24.8 | 99.0 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Value | 23,662.0 | 23,662.0 | 4,528.1 | [1] | 214.8 | [1] | 99.0 | [1] | 750.0 | 2,431.9 | [1] | 29.1 | [1] | 965.0 | [1] | 185.0 | 0 | [1] | 0 | [1] | 1,500.0 | 0 | [1] | 4,439.1 | |||||||||||||||||||
Debt Instrument, Interest Rate | 10.00% | [1] | 10.00% | [1] | 5.375% | [1] | 9.00% | 5.44% | [1] | 9.50% | [1] | 11.00% | 0.00% | [1] | 0.00% | [1] | 9.00% | 7.00% | [1] | 3.6825% | 10.00% | 5.375% | |||||||||||||||||||||
Credit Agreement [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Decrease, Repayments | 133.9 | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Increase, Additional Borrowings | 133.9 | ||||||||||||||||||||||||||||||||||||||||||
Extended facility commitments | 75.0 | 650.0 | |||||||||||||||||||||||||||||||||||||||||
Senior secured revolving credit facility | 4,633.4 | 4,417.9 | 3,423.8 | 215.5 | 109.4 | 106.1 | |||||||||||||||||||||||||||||||||||||
Required scheduled by Credit Facilities for quarterly payments | 2.5 | ||||||||||||||||||||||||||||||||||||||||||
Line Of Credit Outstanding Amount Committed To Letters Of Credit | 119.9 | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 95.6 | ||||||||||||||||||||||||||||||||||||||||||
Use of net proceeds from offering of senior secured notes | 350.0 | 1,433.3 | |||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | (41.3) | (33.7) | (4.6) | (79.5) | 29.4 | (39.0) | (2.4) | ||||||||||||||||||||||||||||||||||||
Restrictive Covenants and Other Matters [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Leverage ratio for line of credit facility | 4.75 | 1 | |||||||||||||||||||||||||||||||||||||||||
Ratio excludes first priority senior secured notes | 3,700.0 | 3,700.0 | |||||||||||||||||||||||||||||||||||||||||
Ratio excludes aggregate principal amount | 350.0 | ||||||||||||||||||||||||||||||||||||||||||
Leverage ratio for senior secured debt | 4.33 | 1.0 | |||||||||||||||||||||||||||||||||||||||||
Fixed charge coverage ratio | 2 | 1 | |||||||||||||||||||||||||||||||||||||||||
First priority senior secured debt last twelve months to EBITDA | 4.5 | 1 | |||||||||||||||||||||||||||||||||||||||||
Consolidated senior secured debt LTM to EBITDA | 7.25 | 1 | |||||||||||||||||||||||||||||||||||||||||
First priority senior secured debt | 7.29 | 1 | |||||||||||||||||||||||||||||||||||||||||
Consolidated senior secured debt | 13.60 | 1 | |||||||||||||||||||||||||||||||||||||||||
CEOC's earnings were insufficient to cover fixed charges | (600.0) | ||||||||||||||||||||||||||||||||||||||||||
Open Market Purchases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate | 10.00% | [1] | 10.00% | [1] | 5.375% | [1] | 9.00% | 5.44% | [1] | 9.50% | [1] | 11.00% | 0.00% | [1] | 0.00% | [1] | 9.00% | 7.00% | [1] | 3.6825% | 10.00% | 5.375% | |||||||||||||||||||||
Face Value | 225.0 | 25.0 | 26.2 | ||||||||||||||||||||||||||||||||||||||||
Cash Paid | 183.7 | 14.9 | 26.0 | ||||||||||||||||||||||||||||||||||||||||
Gain on early extinguishments of debt | 41.3 | 33.7 | 4.6 | 79.5 | (29.4) | 39.0 | 2.4 | ||||||||||||||||||||||||||||||||||||
Payments of loan maturity extension fees | $ 23.3 | $ 0 | $ 23.3 | ||||||||||||||||||||||||||||||||||||||||
|
Loss Per Share (Tables)
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Shares Excluded from Computation of Diluted Loss Per Share | The following table shows the number of shares which were excluded from the computation of diluted loss per share as they were anti-dilutive:
|
Related Party Transactions
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In connection with the Acquisition, the Sponsors entered into a services agreement with Caesars Entertainment relating to the provision of financial and strategic advisory services and consulting services. In addition, we pay a monitoring fee for management services and advice. Fees paid to the Sponsors, which are included in corporate expense in our Consolidated Condensed Statements of Operations, was $7.5 million for each of the quarters ended June 30, 2013 and 2012, and $15.0 million for each of the six-months period ended June 30, 2013 and 2012. We also reimburse the Sponsors for expenses that they incur related to their management services. We may engage in transactions with companies owned or controlled by affiliates of our Sponsors in the normal course of business. We believe such transactions are conducted at fair value. In addition, certain entities affiliated with or under the control of our Sponsors may from time to time transact in and hold our debt securities, and participate in any modifications of such instruments on terms available to any other holder of our debt. |
Stock-Based Compensation
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | Stock-Based Compensation Our stock-based compensation expense consists primarily of time-based and performance-based options of Caesars Entertainment and one of its subsidiaries that have been granted to management, other personnel and key service providers. The Company has recognized compensation expense associated with its stock-based compensation programs as follows:
During the quarter ended June 30, 2013 and 2012, the Company recorded $2.6 million and $16.2 million, respectively, of expense related to stock-based awards of its subsidiaries, of which $1.8 million and $15.5 million, respectively, related to liability-classified awards that are re-measured to fair value at each reporting date, and $0.8 million and $0.7 million, respectively, related to equity-classified awards that are measured at their fair value at the date of grant. During the six months ended June 30, 2013 and 2012, the Company recorded $3.9 million and $16.2 million, respectively, of expense related to stock-based awards of its subsidiaries, of which $2.3 million and $15.5 million, respectively, related to liability-classified awards that are re-measured to fair value at each reporting date, and $1.6 million and $0.7 million, respectively, related to equity-classified awards that are measured at their fair value at the date of grant. The following is a summary of share-based option activity, including options under the Company's 2008 incentive plan and the Company's 2012 incentive plan and warrants to purchase common stock, for the six months ended June 30, 2013:
Award Issuances On June 28, 2013, the Company granted 1.6 million restricted stock units (the "RSUs") to employees of the Company with an aggregate grant date fair value of approximately $21.3 million. Each RSU represents the right to receive payment in respect of one share of the Company's common stock. The majority of the RSUs will vest 25% annually beginning January 2, 2014. |
Acquisitions, Investments, Dispositions and Divestitures - Components of Assets and Liabilities Held for Sale (Detail) (USD $)
In Millions, unless otherwise specified |
Jun. 30, 2013
|
Dec. 31, 2012
|
---|---|---|
Assets | ||
Assets held for sale, current | $ 5.4 | $ 5.1 |
Liabilities | ||
Liabilities held for sale, current | 3.6 | 3.8 |
Alea Leeds Casino and Macau [Member]
|
||
Assets | ||
Cash and cash equivalents | 4.8 | 4.7 |
Other current assets | 0.6 | 0.4 |
Assets held for sale, current | 5.4 | 5.1 |
Property and equipment, net | 441.1 | 471.2 |
Assets held for sale, non-current | 441.1 | 471.2 |
Liabilities | ||
Accounts payable and accrued expenses | 3.6 | 3.8 |
Liabilities held for sale, current | 3.6 | 3.8 |
Deferred credits and other | 0.2 | 0.2 |
Deferred income taxes | 49.4 | 51.9 |
Liabilities held for sale, non-current | $ 49.6 | $ 52.1 |
Debt (Tables)
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6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Outstanding Debt | The following table presents our outstanding debt as of June 30, 2013 and December 31, 2012:
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Open market purchases of CEOC debt securities | During the second quarter 2013, we completed open market purchases of CEOC debt securities as follows:
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Income Taxes (Tables)
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allocation of Total Income Taxes | Total income taxes were allocated as follows:
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Proposed Strategic Transaction (Details) (USD $)
In Millions, unless otherwise specified |
0 Months Ended | 3 Months Ended | ||||
---|---|---|---|---|---|---|
Apr. 23, 2013
Face Value Senior Notes [Member]
|
Apr. 23, 2013
Shares of Caesars Interactive Entertainment and Face Value Senior Notes [Member]
|
Apr. 23, 2013
Caesars Growth Partners, LLC [Member]
|
Apr. 23, 2013
Minimum [Member]
Caesars Growth Partners, LLC [Member]
|
Apr. 23, 2013
Maximum [Member]
Caesars Growth Partners, LLC [Member]
|
Mar. 31, 2013
PHW Las Vegas Senior Secured Loan [Member]
Caesars Growth Partners, LLC [Member]
|
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Proposed Strategic Transaction | ||||||
Equity contribution in subsidiary, fair value | $ 1,100 | $ 1,275 | ||||
Equity contribution in subsidiary, potential increase in fair value | 225.0 | |||||
Economic interest | 57.00% | 77.00% | ||||
Use of proceeds from equity contribution | 360.0 | |||||
Percent of management fee to be purchased | 50.00% | |||||
Face value of debt assumed | $ 513.2 |
Acquisitions, Investments, Dispositions and Divestitures (Tables)
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Components of Assets and Liabilities Held for Sale | Assets and liabilities classified as held for sale relate to the subsidiaries that hold our land concessions in Macau and are as follows:
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Income from Discontinued Operations | Net revenues, pre-tax (loss)/income from operations, and (loss)/income, net of income taxes presented as discontinued operations are as follows:
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Casino Promotional Allowances (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
Estimated retail value of promotional allowances | ||||
Promotional allowances, retail value | $ 287.3 | $ 305.0 | $ 581.1 | $ 614.8 |
Estimated cost of promotional allowances [Abstract] | ||||
Food and Beverage | 111.2 | 119.5 | 224.4 | 242.6 |
Rooms | 43.2 | 46.4 | 87.4 | 92.0 |
Other | 8.9 | 10.8 | 21.2 | 23.3 |
Cost of Promotional Allowances | 163.3 | 176.7 | 333.0 | 357.9 |
Food and Beverage [Member]
|
||||
Estimated retail value of promotional allowances | ||||
Promotional allowances, retail value | 153.4 | 162.6 | 312.8 | 330.5 |
Rooms [Member]
|
||||
Estimated retail value of promotional allowances | ||||
Promotional allowances, retail value | 112.6 | 120.1 | 223.2 | 238.3 |
Other [Member]
|
||||
Estimated retail value of promotional allowances | ||||
Promotional allowances, retail value | $ 21.3 | $ 22.3 | $ 45.1 | $ 46.0 |
Fair Value Measurements - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified |
6 Months Ended | |
---|---|---|
Jun. 30, 2013
|
Dec. 31, 2012
|
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Fair Value Disclosures [Abstract] | ||
Minimum days to maturity of investments | 90 days | |
Long-term debt, fair value | $ 20,148.8 | |
Carrying value of outstanding debt | $ 21,071.3 | $ 21,412.1 |
Reclassifications out of Accumulated Other Comprehensive Loss (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
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Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Amount reclassified from AOCL to Interest expense, net of capitalized interest | $ (540.1) | $ (496.5) | $ (1,114.8) | $ (1,058.5) |
Amount reclassified from AOCL to Write-downs, reserves, and project opening costs, net of recoveries | (23.4) | (7.9) | (44.1) | (24.1) |
Amount reclassified from AOCL to Loss/(income) from discontinued operations | (0.3) | (84.4) | (44.2) | (70.2) |
Related tax impact | 115.7 | 105.9 | 406.0 | 264.2 |
Reclassification, net of income taxes | (209.2) | (241.8) | (426.2) | (522.9) |
Defined Benefit Plan Adjustments [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member]
|
||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Amount reclassified from AOCL to Interest expense, net of capitalized interest | 0.2 | 0.4 | ||
Amount reclassified from AOCL to Write-downs, reserves, and project opening costs, net of recoveries | 0 | 0 | ||
Amount reclassified from AOCL to Loss/(income) from discontinued operations | 0 | 0 | ||
Related tax impact | 0 | (0.1) | ||
Reclassification, net of income taxes | 0.2 | 0.3 | ||
Foreign Currency Translation Adjustments [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member]
|
||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Amount reclassified from AOCL to Interest expense, net of capitalized interest | 0 | 0 | ||
Amount reclassified from AOCL to Write-downs, reserves, and project opening costs, net of recoveries | 0 | (4.1) | ||
Amount reclassified from AOCL to Loss/(income) from discontinued operations | 0 | (2.2) | ||
Related tax impact | 0 | 0 | ||
Reclassification, net of income taxes | 0 | (6.3) | ||
Losses on Derivative Instruments [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member]
|
||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Amount reclassified from AOCL to Interest expense, net of capitalized interest | 0 | 7.2 | 3.9 | 14.3 |
Amount reclassified from AOCL to Write-downs, reserves, and project opening costs, net of recoveries | 0 | 0 | ||
Amount reclassified from AOCL to Loss/(income) from discontinued operations | 0 | 0 | ||
Related tax impact | 0 | (2.6) | (1.4) | (5.2) |
Reclassification, net of income taxes | $ 0 | $ 4.6 | $ 2.5 | $ 9.1 |
Stock-Based Compensation (Tables)
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation Expense Recognized | The Company has recognized compensation expense associated with its stock-based compensation programs as follows:
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Summary of Share-Based Option Activity | The following is a summary of share-based option activity, including options under the Company's 2008 incentive plan and the Company's 2012 incentive plan and warrants to purchase common stock, for the six months ended June 30, 2013:
|
Fair Value Measurements - Fair Value of Financial Assets and Financial Liabilities (Detail) (USD $)
In Millions, unless otherwise specified |
Jun. 30, 2013
|
Dec. 31, 2012
|
|||
---|---|---|---|---|---|
Assets: | |||||
Investments | $ 114.7 | $ 114.2 | |||
Estimate of Fair Value [Member] | Fair Value, Measurements, Recurring [Member]
|
|||||
Assets: | |||||
Investments | 114.7 | 114.2 | |||
Derivative instruments | 0.1 | 0 | [1] | ||
Liabilities: | |||||
Derivative instruments | (237.1) | (306.4) | |||
Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
|
|||||
Assets: | |||||
Investments | 114.7 | 114.2 | |||
Derivative instruments | 0 | 0 | |||
Liabilities: | |||||
Derivative instruments | 0 | 0 | |||
Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
|
|||||
Assets: | |||||
Investments | 0 | 0 | |||
Derivative instruments | 0.1 | 0 | [1] | ||
Liabilities: | |||||
Derivative instruments | (237.1) | (306.4) | |||
Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
|
|||||
Assets: | |||||
Investments | 0 | 0 | |||
Derivative instruments | 0 | 0 | |||
Liabilities: | |||||
Derivative instruments | $ 0 | $ 0 | |||
|
Supplemental Cash Flow Information
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
|
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Supplemental Cash Flow Information [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Supplemental Cash Flow Information | Supplemental Cash Flow Information Significant Non-cash Transactions Significant non-cash transactions during the six months ended June 30, 2013 include non-cash intangible asset impairment charges of $23.0 million as further described in Note 7, "Goodwill and Other Intangible Assets," non-cash tangible asset impairment charges of $101.7 million as further described in Note 6, "Property and Equipment, net," and non-cash charges of $42.5 million related to discontinued operations as further described in Note 3, "Acquisitions, Investments, Dispositions and Divestitures." Significant non-cash transactions during the six months ended June 30, 2012 include a contribution of 1.8 million shares by the Participating Co-Investors, a $33.0 million non-cash impairment on trademark intangibles as further described in Note 7, "Goodwill and Other Intangible Assets," non-cash impairment charges on tangible assets of $174.0 million as further described in Note 6, "Property and Equipment, net," and tangible asset impairment charges related to discontinued operations of $101.0 million as further described in Note 3, "Acquisitions, Investments, Dispositions and Divestitures." Cash Paid for Interest and Taxes The following table reconciles our interest expense, net of capitalized interest, per the Consolidated Condensed Statements of Operations, to cash paid for interest:
|
CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY/(DEFICIT) (USD $)
In Millions, unless otherwise specified |
Total
|
Common Stock
|
Treasury Stock
|
Additional Paid-in-Capital
|
Accumulated Deficit
|
Accumulated Other Comprehensive Income/(Loss)
|
Total Caesars Stockholders' Equity/(Deficit)
|
Non-controlling Interests
|
||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Beginning balance at Dec. 31, 2011 | $ 1,053.4 | $ 0.7 | $ 0 | $ 6,885.1 | $ (5,782.7) | $ (96.4) | $ 1,006.7 | $ 46.7 | ||||
Stockholders' Equity/Deficit [Roll Forward] | ||||||||||||
Net (loss)/income | (522.9) | (522.3) | (522.3) | (0.6) | ||||||||
Share-based compensation | 17.7 | 17.7 | 17.7 | |||||||||
Initial public offering | 17.2 | 0.6 | 16.6 | 17.2 | ||||||||
Common stock issuances | 0.2 | 0.2 | 0.2 | |||||||||
Increase in treasury shares | 0 | 0 | [1] | (16.3) | 16.3 | |||||||
Contributions and contractual obligations from non-controlling interests | 29.4 | 29.4 | ||||||||||
Other comprehensive income/(loss), net of tax | 12.2 | 10.7 | 10.7 | 1.5 | ||||||||
Ending balance at Jun. 30, 2012 | 607.2 | 1.3 | (16.3) | 6,935.9 | (6,305.0) | (85.7) | 530.2 | 77.0 | ||||
Beginning balance at Dec. 31, 2012 | (331.6) | 1.3 | (16.3) | 6,954.4 | (7,280.2) | (70.9) | (411.7) | 80.1 | ||||
Stockholders' Equity/Deficit [Roll Forward] | ||||||||||||
Net (loss)/income | (426.2) | (430.1) | (430.1) | 3.9 | ||||||||
Share-based compensation | 11.6 | 11.6 | 11.6 | |||||||||
Common stock issuances | 12.6 | 0 | [1] | 12.6 | 12.6 | |||||||
Issuances of common stock under stock incentive plans | 0.3 | 0 | [1] | 0.3 | 0.3 | |||||||
Increase in treasury shares | (0.1) | 0 | [1] | (0.1) | (0.1) | |||||||
Contributions and contractual obligations from non-controlling interests | 35.3 | 35.3 | ||||||||||
Decrease in non-controlling interests including distributions and write-downs | (7.5) | (7.5) | ||||||||||
Other comprehensive income/(loss), net of tax | (22.9) | (22.8) | (22.8) | (0.1) | ||||||||
Purchase of additional interest in subsidiary | (9.6) | (9.6) | (9.6) | |||||||||
Ending balance at Jun. 30, 2013 | $ (738.1) | $ 1.3 | $ (16.3) | $ 6,969.2 | $ (7,710.3) | $ (93.7) | $ (849.8) | $ 111.7 | ||||
|
Organization and Basis of Presentation
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Organization Our business is primarily conducted through a wholly-owned subsidiary, Caesars Entertainment Operating Company, Inc. ("CEOC"), although certain material properties are not owned by CEOC. As of June 30, 2013, we owned, operated, or managed, through various subsidiaries, 52 casinos in 13 U.S. states and six countries. Of the 52 casinos, 39 are in the United States, including 20 land-based casinos, 10 riverboat or dockside casinos, three managed casinos on Indian lands, three managed casinos in Ohio, one casino combined with a greyhound racetrack, one casino combined with a thoroughbred racetrack, and one casino combined with a harness racetrack. Our 13 international casinos are comprised of eight land-based casinos in England, two in Egypt, one in Scotland, one in South Africa and one in Canada. In addition, through Caesars Interactive Entertainment, Inc. ("CIE"), a majority-owned subsidiary, we own an online gaming business, providing for real money casino, bingo, and poker games in the United Kingdom, alliances with online gaming providers in Italy and France, "play for fun" offerings in other jurisdictions, and social games on Facebook and other social media websites and mobile application platforms. Also through CIE, we own the World Series of Poker tournament and brand. We view each casino property and CIE as operating segments and aggregate such casino properties and CIE into one reportable segment. On January 28, 2008, Caesars Entertainment was acquired by affiliates of Apollo Global Management, LLC (together with such affiliates, “Apollo”) and affiliates of TPG Capital, LP (together with such affiliates, “TPG” and, together with Apollo, the “Sponsors”) in an all-cash transaction (the “Acquisition”). Our common stock trades on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “CZR.” Basis of Presentation The accompanying unaudited consolidated condensed financial statements of the Company have been prepared under the rules and regulations of the Securities and Exchange Commission ("SEC") applicable for interim periods and, therefore, do not include all information and footnotes necessary for complete financial statements in conformity with accounting principles generally accepted in the United States ("GAAP"). The results for the interim periods reflect all adjustments (consisting primarily of normal recurring adjustments) that management considers necessary for a fair presentation of financial position, results of operations, and cash flows. The results of operations for our interim periods are not necessarily indicative of the results of operations that may be achieved for the entire 2013 fiscal year. The financial information for the quarter and six months ended June 30, 2012 is derived from our consolidated condensed financial statements and footnotes included in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 and has been revised to reflect the results of operations and cash flows of the Alea Leeds casino and the subsidiaries that hold a land concession in Macau as discontinued operations. See Note 3, "Acquisitions, Investments, Dispositions and Divestitures" for further discussion. We have revised certain other amounts for prior periods to conform to our 2013 presentation. This Form 10-Q filing should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2012, as amended ("2012 10-K"). |
Proposed Strategic Transaction (Notes)
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Equity Method Investments and Joint Ventures [Abstract] | |
Proposed Strategic Transaction | Proposed Strategic Transaction On April 23, 2013, our board of directors approved the material terms of a proposed strategic transaction, pursuant to which the Company will form a new growth-oriented entity, Caesars Growth Partners, LLC (“Growth Partners”), to be owned by the Company and participating Caesars stockholders, including the Sponsors. Participating Caesars stockholders will own their interests in Growth Partners through Caesars Acquisition Company (“CAC”), a new company created to facilitate the transaction. CAC will hold all of the voting units of Growth Partners. The Company may not sell or transfer any units of Growth Partners without the consent of CAC prior to the fifth anniversary of the issuance. From and after the fifth anniversary of the issuance, the Company may transfer units of Growth Partners to a non-competitor of Caesars Entertainment. In addition, after the fifth anniversary of the issuance, the non-voting units of Growth Partners will be exchangeable into non-voting shares of CAC with terms equivalent to the non-voting units and with rights to have such shares registered under the Securities Act of 1933. The Company intends to distribute non-transferrable subscription rights at no charge to Caesars stockholders on a pro rata basis. The subscription rights will afford each Caesars stockholder the right to acquire for cash at least the same pro rata ownership interest in CAC as such stockholder holds in the Company. CAC will use the proceeds from its sale of shares to acquire all of the voting interests in Growth Partners. The Company and its subsidiaries will contribute their shares of CIE and approximately $1.1 billion face value of senior notes previously issued by Caesars Entertainment Operating Company, Inc. (“CEOC Notes”) that are owned by another subsidiary of the Company, which together have been preliminarily valued at $1.275 billion, to Growth Partners in exchange for non-voting units. This valuation may be increased by up to $225.0 million if earnings from CIE’s social and mobile games business exceed a specified amount in 2015, in which case the Company or its subsidiaries will receive additional non-voting units of Growth Partners. As a result of these asset contributions, the Company's economic interest in Growth Partners at the closing of the transaction will be at least 57.0%, and may be as much as 77.0%, depending on the amount of proceeds raised by CAC through its sale of shares, prior to any potential valuation increase and certain other potential adjustments. Additionally, Growth Partners intends to use $360.0 million of proceeds received from CAC to purchase from a subsidiary of the Company the Planet Hollywood Resort & Casino in Las Vegas, the Company's joint venture interests in a casino under development in Baltimore ("Horseshoe Baltimore") and a financial stake in the management fee stream for both of those properties, equal to 50% of the management fee. A subsidiary of Growth Partners will assume $513.2 million in face value debt outstanding related to Planet Hollywood. The purchase of Planet Hollywood and the assumption of the current debt outstanding related to Planet Hollywood by Growth Partners are subject to the receipt of approval of lenders of such outstanding debt and any requirements the lenders may impose. In the event the Company does not receive the required lenders' approval with respect to the purchase of Planet Hollywood by Growth Partners and the related assumption of the current debt outstanding related to Planet Hollywood, the Growth Partners transactions may not close. Alternatively, the Growth Partners transactions may be altered to not include Planet Hollywood. The Company and Growth Partners will have the opportunity to work together to develop future projects. The Company will have the option to (1) pursue any potential project itself or (2) decline the project for itself, after which Growth Partners may elect or decline to pursue the project. The Company will have the first right to make an offer if Growth Partners plans to sell any assets acquired from the Company. After the third anniversary of the closing of the transaction, the Company and/or its subsidiaries will have the right to acquire the voting units of Growth Partners, or at the election of CAC, the shares of CAC, subject to certain conditions, including shareholder and Board approval. Following the fifth anniversary of the closing of the transaction and until the eight years and six months anniversary of the closing of the transaction, the board of directors of CAC will have the right to cause a liquidation of Growth Partners, which means the sale or winding up of Growth Partners, or other monetization of all of its assets and the distribution of the proceeds remaining after satisfaction of all liabilities of Growth Partners to the holders of Growth Partners’ units. Unless otherwise agreed by the holders of the non-voting units, on the eight years and six months anniversary of the closing of the transaction, if CAC has not previously exercised its liquidation right, Growth Partners shall liquidate as described above. On July 10, 2013, CAC filed a Registration Statement on Form S-1 with the SEC. |
Litigation, Contractual Commitments and Contingent Liabilities - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
Dec. 31, 2009
|
Dec. 31, 2008
|
Aug. 31, 2011
Hilton Matter [Member]
|
Jun. 30, 2010
Hilton Matter [Member]
|
Feb. 21, 2012
Hilton Hotels Corporation [Member]
Hilton Matter [Member]
|
Dec. 31, 2010
Hilton Hotels Corporation [Member]
Class size and members [Member]
Hilton Matter [Member]
|
Dec. 31, 2012
Minimum [Member]
Hilton Matter [Member]
|
Dec. 31, 2010
Minimum [Member]
Hilton Hotels Corporation [Member]
Hilton Matter [Member]
|
Dec. 31, 2012
Maximum [Member]
Hilton Matter [Member]
|
Dec. 31, 2010
Maximum [Member]
Hilton Hotels Corporation [Member]
Hilton Matter [Member]
|
|
Disclosure Litigation, Contractual Commitments and Contingent Liabilities Additional Information [Abstract] | |||||||||||
Unrecognized tax refund | $ 32.2 | ||||||||||
Amount of sales tax assessment | 27.4 | ||||||||||
Sales tax accruals reversed on complementary meals | 17.5 | ||||||||||
Long term debt interest payment current year | 1,001.9 | ||||||||||
Long term debt interest payment year two | 2,010.8 | ||||||||||
Long term debt interest payment year three | 1,670.4 | ||||||||||
Long term debt interest payment year four | 1,517.0 | ||||||||||
Long term debt interest payment year five | 1,257.7 | ||||||||||
Long term debt interest payment thereafter | 1,401.4 | ||||||||||
Court Ordered Compliance Period | 30 days | ||||||||||
Bond Posted by Third Party | 75.8 | ||||||||||
Loss Contingency, Damages Sought, Value | 50.0 | 80.0 | 80.0 | 280.0 | |||||||
Loss Contingency, Range of Possible Loss, Percent | 30.00% | 33.00% | |||||||||
Loss Contingency, Loss in Period | $ 25.0 |
Recently Issued Accounting Pronouncements
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Effective January 1, 2013, we adopted guidance issued by the Financial Accounting Standards Board ("FASB") on the reporting of reclassifications out of accumulated other comprehensive income. The guidance requires an entity to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income if the amount is reclassified to net income in its entirety in the same reporting period. As this is a presentation and disclosure requirement, there was no impact on our consolidated financial position, results of operations or cash flows upon adoption. In February 2013, the FASB issued new guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. The new guidance is effective for us January 1, 2014. We are currently assessing what impact, if any, the adoption of this new guidance will have on our consolidated financial position, results of operations and cash flows. In March 2013, the FASB issued new guidance applicable to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The new guidance is effective for us January 1, 2014. We are currently assessing what impact, if any, the adoption of this new guidance will have on our consolidated financial position, results of operations and cash flows. |
Fair Value Measurements (Tables)
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value of Financial Assets and Financial Liabilities | The following table shows the fair value of our financial assets and financial liabilities that are required to be measured at fair value as of June 30, 2013 and December 31, 2012:
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Fair Value of Investments in Marketable Securities | The fair value of investments in marketable securities were as follows:
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Fair Value of Assets Required to be Measured at Fair Value | The following table shows the fair value of our assets and liabilities that are required to be measured at fair value as of June 30, 2013 and the total adjustments recorded on these items during the six months ended June 30, 2013:
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Subsequent Events
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Horseshoe Baltimore Financing On July 2, 2013, CBAC Borrower, LLC (“CBAC”), a joint venture among Caesars Baltimore Investment Company, LLC (a wholly-owned indirect subsidiary of CEOC), Rock Gaming Mothership LLC, CVPR Gaming Holdings, LLC, STRON-MD Limited Partnership and PRT Two, LLC, entered into a credit agreement (the “Baltimore Credit Facility”) in order to finance the acquisition of land in Baltimore, Maryland and the construction of the Horseshoe Baltimore and a garage (collectively, the “Baltimore Development”). The Baltimore Credit Facility provides for (i) a $300.0 million senior secured term facility with a seven-year maturity, which is comprised of a $225.0 million facility that was funded upon the closing of the Baltimore Credit Facility, a $37.5 million delayed draw facility available from the closing of the Baltimore Credit Facility until the 12-month anniversary of the closing and a $37.5 million delayed draw facility available until the 18-month anniversary of the closing and (ii) a $10.0 million senior secured revolving facility with a five-year maturity. The Baltimore Credit Facility is secured by substantially all material assets of CBAC and its wholly-owned domestic subsidiaries. Concurrently with the closing of the Baltimore Credit Facility, CBAC also entered into a term loan facility that provides for up to $30.0 million of equipment financing (the “Baltimore FF&E Facility”). Under the Baltimore FF&E Facility, CBAC may use funds from the facility to finance or reimburse the purchase price and certain related costs of furniture, furnishings and equipment to be used in the Baltimore Development. Caesars Acquisition Company On July 10, 2013, CAC filed a Registration Statement on Form S-1 in connection with the Growth Partners transaction described in Note 4, "Proposed Strategic Transaction." CEOC Notes Open Market Purchases In July 2013, the Company purchased $10.0 million of aggregate face value of 5.375% Unsecured Senior Notes, and any resulting gain or loss on early extinguishments of debt will be recognized during the third quarter of 2013. Macau Land Concession On August 6, 2013, the Company, along with certain of its wholly-owned subsidiaries, entered into a share purchase agreement (“Purchase Agreement”) with Pearl Dynasty Investments Limited (“Pearl Dynasty”), pursuant to which Pearl Dynasty will purchase from the Company all of the equity interests of the subsidiaries that hold the Macau Land Concession for a purchase price of $438.0 million subject to customary closing conditions. The Purchase Agreement requires Pearl Dynasty to deposit certain amounts with the Company in connection with the transaction. Pearl Dynasty deposited $21.9 million on August 7, 2013, and an additional $43.8 million on August 8, 2013. The deposits will be applied to the purchase price at closing of the transaction. Pearl Dynasty must complete the transaction within 90 days, subject to a right to extend the period for closing by one month. For the extension, Pearl Dynasty must deposit an additional $8.0 million with the Company. The Company is generally entitled to retain $43.8 million (10% of the purchase price) plus any amount received in connection with extension of the time for closing as liquidated damages if Pearl Dynasty does not complete the transaction when required. Under certain limited circumstances, the Company may be required to return the deposit and pay liquidated damages to Pearl Dynasty in an amount of up to $43.8 million if the Company does not complete the transaction when required or Pearl Dynasty terminates the agreement due to a breach of certain of the Company's representations in the Purchase Agreement. The transactions contemplated by the Purchase Agreement are subject to customary closing conditions, and are expected to close in the final quarter of 2013. The Company expects to use the net proceeds from the sale, which are expected to be approximately $420.0 million, to fund CEOC capital expenditures or to repurchase certain outstanding debt obligations of CEOC. |
Property and Equipment, net (Tables)
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property and Equipment, Net | Property and equipment, net consists of the following:
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Depreciation Expense | Depreciation expense, which is included in depreciation and amortization, corporate expense and loss from discontinued operations in our Consolidated Condensed Statements of Operations, is as follows:
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Fair Value Measurements - Fair Value of Assets Required to be Measured at Fair Value (Detail) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
Fair Value, Measurements, Nonrecurring [Member]
|
Jun. 30, 2013
Fair Value, Measurements, Nonrecurring [Member]
Level 1 [Member]
|
Jun. 30, 2013
Fair Value, Measurements, Nonrecurring [Member]
Level 2 [Member]
|
Jun. 30, 2013
Fair Value, Measurements, Nonrecurring [Member]
Level 3 [Member]
|
Jun. 30, 2013
Intangible and tangible assets [Member]
Fair Value, Measurements, Nonrecurring [Member]
|
Jun. 30, 2013
Net assets held for sale [Member]
Fair Value, Measurements, Nonrecurring [Member]
|
Jun. 30, 2013
Caesars Interactive Entertainment [Member]
Buffalo Studios, LLC [Member]
|
Mar. 31, 2013
Caesars Interactive Entertainment [Member]
Buffalo Studios, LLC [Member]
|
Dec. 31, 2012
Caesars Interactive Entertainment [Member]
Buffalo Studios, LLC [Member]
|
Jun. 30, 2013
Caesars Interactive Entertainment [Member]
Buffalo Studios, LLC [Member]
Fair Value, Measurements, Nonrecurring [Member]
|
Jun. 30, 2013
Caesars Interactive Entertainment [Member]
Buffalo Studios, LLC [Member]
Fair Value, Measurements, Nonrecurring [Member]
Level 1 [Member]
|
Jun. 30, 2013
Caesars Interactive Entertainment [Member]
Buffalo Studios, LLC [Member]
Fair Value, Measurements, Nonrecurring [Member]
Level 2 [Member]
|
Jun. 30, 2013
Caesars Interactive Entertainment [Member]
Buffalo Studios, LLC [Member]
Fair Value, Measurements, Nonrecurring [Member]
Level 3 [Member]
|
Jun. 30, 2013
Caesars Interactive Entertainment [Member]
Buffalo Studios, LLC [Member]
Contingent earnout liability [Member]
Fair Value, Measurements, Nonrecurring [Member]
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||||||
Intangible and tangible assets | $ 34.5 | $ 0 | $ 19.4 | $ 15.1 | ||||||||||||||
Net assets held for sale | 393.3 | 0 | 0 | 393.3 | ||||||||||||||
Contingent earnout liability | 54.5 | 58.0 | 5.6 | 54.5 | 0 | 0 | 54.5 | |||||||||||
Intangible and tangible asset impairment charges | $ 104.7 | $ 33.0 | $ 124.7 | $ 207.0 | $ 124.7 | $ 21.0 | $ 48.9 |
Casino Promotional Allowances (Tables)
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Promotional Allowance [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Estimated Retail Value and Cost of Providing Casino Promotional Allowances | The estimated retail value of such casino promotional allowances is included in operating revenues as follows:
The estimated cost of providing such casino promotional allowances is included in casino expenses as follows:
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Fair Value Measurements - Fair Value of Investments in Marketable Securities (Detail) (USD $)
In Millions, unless otherwise specified |
Jun. 30, 2013
|
Dec. 31, 2012
|
---|---|---|
Fair Value Of Other Financial Instrument [Line Items] | ||
Total investments | $ 114.7 | $ 114.2 |
Equity securities [Member]
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Fair Value Of Other Financial Instrument [Line Items] | ||
Total investments | 19.4 | 2.8 |
Government bonds [Member]
|
||
Fair Value Of Other Financial Instrument [Line Items] | ||
Total investments | $ 95.3 | $ 111.4 |
Goodwill and Other Intangible Assets - Carrying Value and Accumulated Amortization for Each Major Class of Intangible Assets Other Than Goodwill (Detail) (USD $)
In Millions, unless otherwise specified |
6 Months Ended | |
---|---|---|
Jun. 30, 2013
|
Dec. 31, 2012
|
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Intangible Assets Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | $ 1,804.6 | $ 1,803.0 |
Accumulated Amortization | (856.0) | (775.4) |
Net Carrying Amount | 948.6 | 1,027.6 |
Carrying value and accumulated amortization for each major class of intangible assets other than goodwill | ||
Non-amortizing intangible assets | 2,933.1 | 2,958.1 |
Total intangible assets other than goodwill | 3,881.7 | 3,985.7 |
Gaming rights [Member]
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Intangible Assets Excluding Goodwill [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 11 years 0 months 0 days | |
Gross Carrying Amount | 42.8 | 42.8 |
Accumulated Amortization | (14.1) | (12.8) |
Net Carrying Amount | 28.7 | 30.0 |
Carrying value and accumulated amortization for each major class of intangible assets other than goodwill | ||
Non-amortizing intangible assets | 1,234.1 | 1,258.4 |
Trademarks [Member]
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Intangible Assets Excluding Goodwill [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 0 years | |
Gross Carrying Amount | 0 | 1.7 |
Accumulated Amortization | 0 | (1.7) |
Net Carrying Amount | 0 | 0 |
Carrying value and accumulated amortization for each major class of intangible assets other than goodwill | ||
Non-amortizing intangible assets | 1,699.0 | 1,699.7 |
Customer relationships [Member]
|
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Intangible Assets Excluding Goodwill [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 6 years 6 months 12 days | |
Gross Carrying Amount | 1,456.9 | 1,456.7 |
Accumulated Amortization | (681.5) | (618.0) |
Net Carrying Amount | 775.4 | 838.7 |
Contract rights [Member]
|
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Intangible Assets Excluding Goodwill [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 1 year 6 months 0 days | |
Gross Carrying Amount | 144.1 | 145.1 |
Accumulated Amortization | (72.3) | (66.3) |
Net Carrying Amount | 71.8 | 78.8 |
Patented technology [Member]
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Intangible Assets Excluding Goodwill [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 3 years 3 months 15 days | |
Gross Carrying Amount | 160.8 | 156.7 |
Accumulated Amortization | (88.1) | (76.6) |
Net Carrying Amount | $ 72.7 | $ 80.1 |