Organization - Restructuring Expenses (Tables)

3 Months Ended

Mar. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Restructuring and Support Expenses

Summary of Restructuring and Support Expenses

			Accrued as of
(Dollars in millions)	Initial Plan Terms		March 31, 2016		December 31, 2015
Amounts to First Lien Creditors (Accrued)
Forbearance fees (“Fixed Payments”) in connection with the Restructuring ⁽¹⁾	$	406	$	320	$	320
Contingent payment to CEOC if there is insufficient liquidity at the Effective Date⁽²⁾	$	75	—		—
“Additional Consideration” for the period from February 1, 2016 through the Effective Datefor the benefit of the First Lien Noteholders ⁽³⁾	$25 per month		325		162
“Upfront Payments” to certain First Lien Bank Lenders ⁽⁴⁾	$	63	2		2
“Bank Guaranty Settlement” to purchase from the Settling First Lien Bank Lenders 100% of their respective First Lien Bank Obligations that survive the Effective Date ⁽⁵⁾	$	460	460		386
Total accrued			$	1,107	$	870

Amounts to First Lien Creditors (Due On or After Effective Date) ⁽⁶⁾
Purchase up to all of OpCo⁽⁷⁾ equity pursuant to put rights	$	700	--		--
Purchase up to 14.8% of PropCo⁽⁸⁾ equity pursuant to the put rights	$	269	--		--
Give PropCo a right of first refusal on all new domestic non-Las Vegas gaming facility opportunities, with CEC or OpCo leasing such properties	--		--		--
Give PropCo a call right to purchase listed properties: Harrah’s Atlantic City and Harrah’s Laughlin	--		--		--
Guarantee OpCo’s monetary obligations to PropCo under the leases	--		--		--
Enter into a guaranty of collection of the OpCo debt received by the First Lien Bank Lenders and First Lien Noteholders	--		--		--

Additional Potential Commitments ⁽⁹⁾
Principal amount of 5% convertible notes to be issued by CEC	Up to $450		--		--
Up to 9.8% of PropCo equity purchased pursuant to the PropCo put rights and/or cash in an amount equal to the shortfall from 9.8% of PropCo equity (at Initial Plan value) if the PropCo put rights are not fully exercised	--		--		--
The consideration CAC would have received under the Initial Plan on account of CEOC’s unsecured notes held by CAC	--		--		--
Give PropCo a call right to purchase Harrah’s New Orleans	--		--		--

____________________


⁽¹⁾	$86 million was paid in fourth quarter of 2015.


⁽²⁾	Amount has not been accrued because CEOC currently has excess liquidity and is expected to maintain this position.


⁽³⁾	For the purposes of determining this amount, the Effective Date is estimated to be in the first quarter of 2017; however this date is outside of our control and is highly subject to change.


⁽⁴⁾	$61 million was paid in fourth quarter of 2015.


⁽⁵⁾	Amount payable on the Effective Date is subject to the excess cash held by CEOC at Emergence.


⁽⁶⁾	No amounts have been accrued because amounts are not a settlement of past actions, do not relate to any existing contingencies, and are not legally enforceable at this time. In addition, for certain items, CEC will receive valuable consideration in return and therefore these payments will not be expensed when incurred. We expect to accrue such items on or subsequent to the Effective Date.


⁽⁷⁾	“OpCo” refers to the proposed entity resulting from the Restructuring that will operate the CEOC Properties under a lease with PropCo. “CEOC Properties” refers to those properties owned by CEOC as of the Petition Date. Holders of over 85% of the First Lien Notes have already indicated their intent to put their OpCo equity to CEC once received.


⁽⁸⁾	“PropCo” refers to the proposed entity resulting from the Restructuring that will own the CEOC Properties as of the Effective Date.


⁽⁹⁾	Under the terms of the Initial Plan, CEC will pay amounts if certain classes of CEOC’s unsecured creditors vote in favor of the Initial Plan and if the Initial Plan is approved by the Bankruptcy Court.

Liquidity

Cash and Available Revolver Capacity

	March 31, 2016
(In millions)	CERP			CES		CGP			Other
Cash and cash equivalents	$	211		$	64	$	951		$	218
Revolver capacity	270			—		160			—
Revolver capacity drawn or committed to letters of credit	(75		)	—		(15		)	—
Total	$	406		$	64	$	1,096		$	218