Acquisitions, Investments and Dispositions

9 Months Ended

Sep. 30, 2012

Acquisitions, Investments and Dispositions

Note 2—Acquisitions, Investments and Dispositions

Acquisitions and Investments

Chester Downs

In January 2012, we received notice that the minority owners of Chester Downs and Marina, LLC (“Chester Downs”) elected to exercise their put rights thereby requiring us to purchase from the minority owners 90% of their interest in Chester Downs for consideration of $9.6 million. We consummated this purchase on February 14, 2012. As a result, we now have a 99.5% ownership interest in this property.

Windsor Casino Limited

In June 2012, Windsor Casino Limited (“WCL”) redeemed and canceled all of the WCL shares held by HPP International Corporation (a Hilton affiliate), an unrelated third party, representing 50% of WCL’s equity, for $8.7 million. The redemption of the shares increased Caesars’ ownership interest to 100%. The results of WCL for the periods subsequent to the transaction are consolidated with our results of operations. Prior to June 2012, we had a 50% ownership interest in WCL that was accounted for under the equity method. WCL operates Caesars Windsor located in Windsor, Ontario, and the province of Ontario owns the complex.

Dispositions

Harrah’s St. Louis

In May 2012, the Company, along with certain of its wholly-owned subsidiaries, entered into an equity interest purchase agreement with Penn National Gaming, Inc. (“Penn”) whereby the Company agreed to sell its Harrah’s St. Louis casino to Penn for a purchase price of $610.0 million subject to customary closing conditions, including the receipt of regulatory approvals. The sale closed on November 2, 2012. The Company expects to use the net proceeds from the sale to fund capital expenditures of Caesars Entertainment Operating Company, Inc. (“CEOC”).

All assets and liabilities to be sold pursuant to the purchase agreement have been classified as held for sale in our consolidated condensed balance sheets at September 30, 2012 and December 31, 2011, as follows:

(In millions)	September 30, 2012		December 31, 2011
Assets
Cash and cash equivalents	$	8.4	$	10.0
Other current assets		1.3		1.6
Assets held for sale, current	$	9.7	$	11.6
Property and equipment, net	$	194.9	$	196.1
Goodwill		104.4		104.4
Intangible assets other than goodwill		292.7		292.7
Other long-term assets		0.3		0.2
Assets held for sale, non-current	$	592.3	$	593.4
Liabilities
Accounts payable and accrued expenses	$	8.2	$	10.1
Liabilities held for sale, current	$	8.2	$	10.1

Net revenues, income before income taxes and net income of Harrah’s St. Louis, which are presented as discontinued operations in our consolidated condensed statements of comprehensive loss for the quarters and nine months ended September 30, 2012 and 2011, were as follows:

	Quarter Ended September  30,				Nine Months  Ended September 30,
(In millions)	2012		2011		2012		2011
Net revenues	$	60.8	$	64.3	$	189.3	$	194.6
Pre-tax income from discontinued operations	$	4.6	$	18.4	$	46.5	$	57.9
Discontinued operations, net of income taxes	$	2.8	$	11.2	$	28.5	$	35.2

Sale and Contribution of Thistledown Racetrack

In August 2012, Caesars Ohio Investment, LLC (“COI”) sold a 53.39% interest in Thistledown Racetrack, LLC (“Thistledown”) to Rock Ohio Ventures, LLC (formerly Rock Gaming, LLC) (“Rock”) for $28.6 million. Effectively concurrent with this sale, COI contributed their remaining 46.61% interest in Thistledown to Rock Ohio Caesars, LLC (“ROC”) in exchange for additional equity interests. Immediately subsequent to these transactions, Rock purchased equity interests in ROC from COI for $14.3 million to retain an 80% ownership interest in ROC. The Company recognized an $11.0 million gain on these transacations.