Caesars Entertainment Inc

Note 3. Divestitures and Discontinued Operations

The Company periodically divests assets that it may not consider core to its business to raise capital or, in some cases, to comply with conditions, terms, obligations or restrictions imposed by antitrust, gaming and other regulatory entities. The carrying value of assets that meet the criteria for assets held for sale are compared to the expected selling price and any expected losses are recorded immediately. Gains or losses associated with the disposal of assets held for sale are recorded within operating income, unless the assets represent a discontinued operation.

The LINQ Promenade, Rio and Baton Rouge Divestitures

On October 29, 2024, the Company entered into an agreement to sell the LINQ Promenade to a joint venture between TPG Real Estate (“TPG”) and the Investment Management Platform of Acadia Realty Trust (“Acadia”) for $275 million. On December 12, 2024, we closed the sale for $275 million, resulting in a gain of $34 million, which was recorded in Transaction and other costs, net in the Statements of Operations. The LINQ Promenade was reported within the Las Vegas segment. Proceeds from the sale were used to make a voluntary prepayment of a portion of the outstanding balance of the CEI Term Loan B. See Note 9 for further discussion on the voluntary prepayment.

On October 2, 2023, the Company’s lease term related to certain assets of Rio All-Suite Hotel & Casino (“Rio”) ended and all operations were assumed by the lessor. Rio was reported within the Las Vegas segment.

On May 5, 2022, the Company consummated the sale of the equity interests of Belle of Baton Rouge Casino & Hotel (“Baton Rouge”) to CQ Holding Company, Inc., resulting in a loss of $3 million. Baton Rouge was reported in the Regional segment.

Prior to their respective closing dates, none of the divestitures above met the requirements for presentation as discontinued operations.

The following information presents the net revenues and net income (loss) of recent divestitures:

WSOP Trademark Sale

On August 1, 2024, the Company entered into a definitive agreement to sell the World Series of Poker (“WSOP”) trademark to NSUS Group Inc (“NSUS”) for $250 million in cash at closing and a $250 million note receivable for total consideration of $500 million. On October 29, 2024, the Company closed the sale to NSUS, resulting in a gain of $317 million, which was recorded in Transaction and other costs, net in the Statements of Operations. The note receivable bears interest at market rate plus an applicable margin, which resets quarterly. Interest and principal are due quarterly through its maturity date of October 29, 2029. Concurrent with signing the sale agreement, the Company entered into licensing agreements with NSUS that allows the Company to continue its current operations within the United States, including the WSOP’s live tournament series in Las Vegas for the next 20 years. The WSOP trademark asset was previously reported within the Caesars Digital segment. See Note 5 for further discussion on the trademarks associated with the sale.

Discontinued operations

On April 22, 2021 when the William Hill acquisition was consummated, the Company’s intent was to divest William Hill International. Accordingly, the assets and liabilities were classified as held for sale with operations presented within discontinued operations. On April 7, 2022, the Company amended the agreement to sell William Hill International to 888 Holdings Plc for a revised enterprise value of approximately £2.0 billion. On July 1, 2022, the Company completed the sale of William Hill International to 888 Holdings Plc. During the year ended December 31, 2022, the Company recorded impairments to assets held for sale of$503 million within discontinued operations based on the revised and final sales price.

The following information presents the net revenues and net loss for the Company’s discontinued operations: