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Kaye Scholer Represents Harrah's Special Committee in Merger Agreement

December 19, 2006

Kaye Scholer 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.

The Kaye Scholer M&A team was led by partners Barry L. Dastin, Russ A. Cashdan and William E. Wallace, Jr., the finance team was led by partners Emanuel S. Cherney and Sheryl Gittlitz, and the litigation team related to certain actions filed in Nevada and Delaware was led by partners Aton Arbisser and Phillip A. Geraci.

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