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Discontinued Operations and Disposal Groups
6 Months Ended
Jun. 30, 2025
Discontinued Operations and Disposal Groups [Abstract]  
Disposal Groups, Including Discontinued Operations, Disclosure
2. Assets Held for Sale and Discontinued Operations

In February 2025, we entered into an agreement to sell Safe Harbor, which represents a strategic shift in operations that is expected to have a major effect on our operations and financial results. Accordingly, the results of the Marina business and assets and liabilities included in the Safe Harbor Sale have been reclassified as discontinued operations for all periods presented herein under ASC 205-20, "Presentation of Financial Statements: Discontinued Operations."

During the three months ended June 30, 2025, we completed the initial closing of the Safe Harbor Sale, which generated pre-tax cash proceeds of approximately $5.25 billion, net of transaction costs. The subsequent closing of the transfer of subsidiaries owning 15 of Safe Harbor's properties (the "Delayed Consent Subsidiaries") with an aggregate agreed value of approximately $250.0 million was further subject to the receipt of certain third-party consents. Subsequent to the initial closing through June 30, 2025, we completed the sale of six Delayed Consent Subsidiaries for $136.7 million. In connection with the closings of the Safe Harbor Sale and the six Delayed Consent Subsidiaries, we recorded a gain on sale of $1.4 billion within Income from discontinued operations, net during the three months ended June 30, 2025. The transfer of the remaining nine Delayed Consent Subsidiaries with an aggregate agreed value of approximately $117.5 million remains subject to the receipt of third-party consents. We have continuing involvement with the Marina business related to ongoing management of the Delayed Consent Subsidiaries by Safe Harbor under an arm's-length management agreement. Under the management agreement, during the three months ended June 30, 2025, we paid management fees of $0.2 million to Safe Harbor, representing 4% of gross revenues earned at the Delayed Consent Subsidiaries. We anticipate that the dispositions of most or all of the remaining Delayed Consent Subsidiaries will occur during the three months ending September 30, 2025.

The following table sets forth a summary of assets and liabilities attributable to discontinued operations related to Safe Harbor (in millions):

June 30, 2025December 31, 2024
Assets  
Land$1.1 $1,049.5 
Land improvements and buildings117.4 2,401.9 
Furniture, fixtures and equipment8.9 369.2 
Investment property127.4 3,820.6 
Accumulated depreciation(31.1)(512.6)
Investment property, net
96.3 3,308.0 
Cash, cash equivalents and restricted cash
4.1 6.8 
Notes and other receivables, net1.9 53.9 
Goodwill(1)
12.0 541.7 
Other intangible assets, net
1.7 236.4 
Other assets, net
5.1 267.7 
Total Assets$121.1 $4,414.5 
Liabilities 
Advanced reservation deposits and rent
$5.9 $81.6 
Accrued expenses and accounts payable
10.5 44.3 
Other liabilities
20.2 161.0 
Total Liabilities$36.6 $286.9 
(1) As of June 30, 2025, the remaining goodwill was determined based on the proportion of the remaining Delayed Consent Subsidiaries in relation to the total number of Safe Harbor properties included in the original sale agreement.
The following table sets forth a summary of the operating results included within Income from discontinued operations, net (in millions):

 Three Months EndedSix Months Ended
 
June 30, 2025
June 30, 2024
June 30, 2025
June 30, 2024
Revenues
 
Real property
$40.0 $118.8 $143.1 $215.2 
Service, retail, dining and entertainment revenue54.8 148.1 163.1 252.6 
Interest, brokerage commissions and other, net0.3 0.9 1.6 2.0 
Total Revenues
95.1 267.8 307.8 469.8 
Expenses
  
Property operating and maintenance
14.8 35.9 52.2 69.6 
Real estate tax
2.1 5.2 7.9 11.0 
Service, retail, dining and entertainment expenses50.0 133.7 153.9 233.4 
General and administrative
2.3 15.6 18.4 32.2 
Transaction costs(1)
48.0 — 62.6 — 
Business combination costs— 0.2 — 0.2 
Depreciation, amortization and (gain)/loss on disposal of assets(0.3)49.8 36.1 94.1 
Asset impairments0.2 1.0 2.3 1.9 
Total Expenses
117.1 241.4 333.4 442.4 
Income / (Loss) Before Other Items(22.0)26.4 (25.6)27.4 
Gain on disposition of properties, net1,445.0 — 1,445.0 — 
Other income / (expense), net(2)
(0.2)(0.5)(14.8)9.9 
Income from discontinued operations, before income taxes1,422.8 25.9 1,404.6 37.3 
Current tax expense (see Note 14)
(0.3)(0.2)(0.6)(0.4)
Income from discontinued operations, net$1,422.5 $25.7 $1,404.0 $36.9 
(1) Represents legal and advisory fees, employee separation costs, and other transaction costs associated with the Safe Harbor Sale. During the three months ended June 30, 2025, employee separation costs included $25.8 million that was paid to certain Safe Harbor officers and employees.
(2) During the three months ended March 31, 2025, we recorded a contingent consideration expense of $14.6 million related to a tax protection agreement that we entered into with former owners of certain Marina properties at the time of acquisition. The tax protection agreement stipulates that we indemnify those owners for certain tax obligations incurred related to the sale of certain Marina properties. As a result of the Safe Harbor Sale, we concluded that our tax liability to the former owners was probable of being realized and estimable.

The following table presents depreciation, amortization, and capital expenditures attributable to discontinued operations related to Safe Harbor (in millions):

Six Months Ended
June 30, 2025
June 30, 2024
Depreciation$31.8 $83.5 
Amortization$4.3 $10.6 
Capital Expenditures$71.7 $110.4