Merger agreement

Harrah Entertainment Inc.'s nine-person special committee of the board of directors

Our attorneys represented the nine-person special committee of the board of directors of Harrah's Entertainment Inc., which was advised as to financial matters by UBS Securities, in reviewing the company's strategic alternatives including negotiating the merger agreement dated December 19, 2006, with private equity firms Texas Pacific Group and Apollo Management LP, pursuant to which Harrah's stockholders will receive $90 per share in cash. The purchase price reflects a total enterprise value of approximately $27.8 billion, inclusive of the assumption or refinance of $10.7 billion in debt, making the transaction one of the five largest private equity buyouts at the time. The deal was targeted to close in approximately twelve months, subject to stockholder and regulatory approvals. Harrah's is the world's largest casino company by revenue, operating over 40 casinos in the U.S., including Caesars Palace, and more than 10 casinos overseas.

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