Subsequent Events

Acquisition of Centaur Holdings, LLC

On July 16, 2018 (the “Centaur Closing Date”), CEC completed its acquisition of Centaur for consideration of $1.7 billion, composed of the following:

Composition of Acquisition Consideration

(In millions)
Cash paid on the Centaur Closing Date	$	1,630
Deferred consideration ⁽¹⁾	66
Total purchase price	$	1,696

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⁽¹⁾	Deferred consideration is payable in an installment of $25 million on the second anniversary of the Centaur Closing Date and $50 million on the third anniversary of the Centaur Closing Date with prepayments and right of setoff permitted, subject to the terms and conditions of the Unit Purchase Agreement. $66 million represents the present value of future expected cash flows.

Preliminary Purchase Price Allocation

The following table summarizes the assets acquired and liabilities recognized as part of acquisition. We will continue to evaluate and value identifiable assets acquired and liabilities assumed, and that may require the preliminary purchase price allocation to be adjusted. The preliminary determination of assets and liabilities recognized is based on a number of estimates and assumptions; actual amounts could differ from these estimates. The intangible assets subject to amortization will be amortized on a straight-line basis over their estimated useful lives as of the acquisition date.



(In millions)	Fair Value			Weighted-Average Useful Life (years)
Assets acquired:
Cash and cash equivalents	$	38
Receivables, net	3
Other current assets	24
Property and equipment	299
Intangible assets other than goodwill
Trade names and trademarks	14			2.5
Gaming rights ⁽¹⁾	1,400
Customer relationships	41			15.0
Total assets	1,819

Liabilities assumed:
Current liabilities	(96		)
Deferred income taxes	(291		)
Total liabilities	(387		)
Net identifiable assets acquired	1,432
Goodwill	264
Total Centaur equity value	$	1,696

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⁽¹⁾	Indefinite-lived intangible assets.

New Transactions with VICI

Sale of Octavius Tower at Caesars Palace

On July 11, 2018, we sold Octavius Tower at Caesars Palace to VICI for $508 million in cash. Proceeds from the transaction supported the closing of CEC’s acquisition of Centaur. We will continue to operate the Octavius Tower under the current terms of the long-term lease agreement with VICI relating to Caesars Palace.

Harrah’s Philadelphia Real Estate Sale and Leaseback

Also on July 11, 2018, CEC and VICI agreed to the sale by CEC of all the real property used in the operation of Harrah’s Philadelphia Casino and Racetrack (“Harrah’s Philadelphia”) to VICI for $83 million in cash, which includes $242 million for the sale of the real property assets of Harrah’s Philadelphia net of $159 million constituting consideration to VICI for the lease modifications described below. We will lease Harrah’s Philadelphia from VICI pursuant to the existing long-term lease agreement relating to other domestic properties.

Modifications to Lease Agreements with VICI

In connection with the Octavius Tower and Harrah’s Philadelphia transactions, CEC and VICI will consummate certain lease modifications to certain of our existing lease agreements. The modifications are intended to bring the lease terms into alignment with other market precedents and the long-term performance of the properties and create additional flexibility to facilitate our future development strategies.

The Octavius Tower sale includes a contingency that could require CEC to repurchase the Octavius Tower if the Harrah’s Philadelphia transaction and lease modifications transactions are not completed. The Harrah’s Philadelphia transaction and lease modifications are expected to close during the fourth quarter of 2018, subject to customary closing conditions and regulatory and third party approvals.