December 19^th, 2006
Harrah's Agrees to Be Acquired by Apollo and TPG - Global Leisure Partners LLC acts as adviser to Apollo

LAS VEGAS - (BUSINESS WIRE) - Harrah's Entertainment, Inc. (NYSE: HET) today announced it has entered into a definitive agreement for affiliates of Texas Pacific Group (TPG) and Apollo Management, L.P. to acquire Harrah's in an all-cash transaction valued at approximately $27.8 billion, including the assumption of approximately $10.7 billion of debt. 

Under the terms of the agreement, Harrah's stockholders will receive $90.00 in cash for each outstanding Harrah's share. This represents a premium of approximately 36% over Harrah's closing share price on September 29, 2006, the last trading day before disclosure of the initial offer made by Apollo and TPG to acquire Harrah's for $81.00 per share. 

The Harrah's Board of Directors, based on the recommendation of a Special Committee of non-management directors which conducted a thorough review of Harrah's strategic alternatives, has approved the agreement and has recommended that Harrah's stockholders vote in favor of the agreement. 

"In Apollo and TPG, we will have owners who share our vision for Harrah's, are fully supportive of our current strategy and are committed to helping us execute on it. This will be a change in ownership, not a change in direction," said Gary Loveman, Harrah's chairman, chief executive officer and president. "Harrah's management team and its 85,000 talented employees look forward to working with Apollo and TPG as the Company moves into the next phase of its growth and development." 

"After careful consideration of the full range of strategic alternatives, the Special Committee and the full Board concluded this transaction is in the best interest of Harrah's stockholders," said Robert Miller, co-chairman of the Special Committee. "Apollo and TPG are both leading private equity firms with proven track records and strong reputations." 

David Bonderman, TPG founding partner, said, "We are delighted to be joining with the excellent management team at Harrah's and our private equity partners to continue to build on the Company's strong foundation. Taking a long-term perspective, we believe we will be able to help Harrah's deliver on its growth strategy." 

Leon Black, founding partner of Apollo, said, "Harrah's has an excellent brand name, strong cash flows, an impressive portfolio of properties, a very talented management team, and highly skilled employees. Together with our private equity partners, we look forward to building on Harrah's successful track record of operational success and helping the Company to achieve its strategic goals." 

Under the merger agreement, Harrah's may solicit superior proposals from third parties during the next 25 days. The board of directors of Harrah's, through its special committee and with assistance of its independent advisers, intends to solicit superior proposals during this period. There can be no assurances that the solicitation of superior proposals will result in an alternative transaction. Harrah's does not intend to disclose developments with respect to this solicitation process unless and until its board of directors has made a decision. 

The transaction is expected to be completed in approximately one year, and is subject to stockholder approval, regulatory approvals, and customary closing conditions. It is not subject to a financing condition. 

Harrah's intends to pay stockholders its regular quarterly dividend of $0.40 per share until the transaction closes. Apollo and TPG have agreed to increase the purchase price at a rate of $0.01973 per day per Harrah's common share beginning March 1, 2008, if closing has not occurred by that date, less an adjustment for any dividends paid on or after March 1, 2008. 

Latham & Watkins LLP is serving as legal adviser to Harrah's and Kaye Scholer LLP provided legal advice to the Special Committee. UBS Securities LLC served as financial adviser to the Special Committee and rendered a fairness opinion to the Board of Directors of Harrah's in connection with the proposed transaction. In addition, Peter J. Solomon Company also provided a fairness opinion to the Board of Directors. Deutsche Bank Securities is serving as lead financial adviser to Apollo and TPG. Wachtell Lipton Rosen & Katz, Cleary Gottlieb Steen & Hamilton LLP, and Schreck Brignone are serving as the investors' legal advisers. Banc of America Securities LLC, Citigroup Corporate and Investment Banking, Credit Suisse Securities (USA) LLC, JPMorgan, and Merrill Lynch & Co. are also serving as financial advisers to the investors. Global Leisure Partners LLC is acting as financial adviser to Apollo. 

Note that since the above release was issued, the name change from Harrah's Entertainment Inc to Caesars Entertainment Corporation was made official on November 23, 2010.