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Harrah's Sale Completed

January 28, 2008

On January 28, 2008, following receipt of all required regulatory approvals, the parties completed the $27.8 billion sale of Harrah's Entertainment Inc. to private equity firms TPG and Apollo Management. Kaye Scholer represented the nine-person special committee of the Harrah's board of directors which negotiated the merger agreement which provides for former Harrah's stockholders to receive $90 per share in cash. The purchase price reflects a total equity value of approximately $17.1 billion, plus the assumption and incurrence of $10.7 billion in debt. Harrah's is the world's largest casino company by revenue, operating 50 casinos worldwide under the Harrah's, Caesars and Horseshoe brand names, among others.

The Kaye Scholer M&A team was led by partners Barry L. Dastin, Russ A. Cashdan and William E. Wallace, Jr., the finance team included partners Al Fenster, Richard Smolev, Emanuel S. Cherney and Sheryl Gittlitz, the tax team was led by Sydney E. Unger, the benefits and labor team was led by Arthur F. Woodard and William C. Zifchak 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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