Harrah’s in $1 Billion Debt Offering

September 28, 2005

Cleary Gottlieb represented two groups of underwriters in concurrent 144A/Reg. S offerings of senior notes by Harrah’s Operating Company. In one transaction, Cleary represented the underwriters, led by Citigroup Global Markets Inc. and Barclays Capital Inc., in an offering by Harrah’s of $750 million of its 5.75% senior notes due 2017. In the other, Cleary represented the underwriters, led by Citigroup and Greenwich Capital Markets, Inc., in the reopening of a May 2005 offering for an additional $250 million of its 5.625% senior notes due 2015. In a reopening, newly issued notes form a part of the same series as, and are exchangeable with, the previously issued notes.

As one of the world’s leading casino entertainment providers, Harrah’s owns or manages more than 40 casinos. Harrah’s casino entertainment facilities, which operate primarily under the Harrah’s, Caesar’s and Horseshoe brand names, include hotels, land-based casinos, riverboat casinos, racetracks and managed casinos on Native American lands.