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Harrah's Entertainment files for IPO

19 October 2010

LAS VEGAS, Nevada -- Harrah's Entertainment, which went private nearly three years ago in one of the largest private equity buyouts on record, filed documents Monday for a return to the public markets to raise more than $500 million to pay for several development projects, including completion of a hotel tower at Caesars Palace.

In documents filed with U.S. Securities and Exchange Commission, Harrah's said it would sell an unspecified number of shares "to fund a near-term pipeline of growth projects and for general corporate purposes."

It was unclear how many shares of stock Harrah's would be sold and on which market the company would be listed, but the company said it would sell shares "as soon as practicable after this registration statement becomes effective."

Company officials said they could not comment on the filing because of SEC regulations.

One observer thought the initial public offering could raise between $500 million and $1 billion for Harrah's.

The company was listed on the New York Stock Exchange when private equity groups TPG and Apollo Management took the company private in January 2008 in a $29 billion buyout that more than doubled the casino operator's debt load. The firms bought out investors for $90 a share.

Over the past year, Harrah's has taken steps to lower its debt load and interest expenses.

Harrah's said in the filing that Apollo and TPG, the company's largest shareholders, would retain their controlling interest in the company. However, Harrah's didn't give the firms' ownership percentages.

KDP Investment Advisors gaming analyst Barbara Cappaert said in a research note Monday it was unclear if a Harrah's IPO would be successful.

"We have not been a fan of this company, mostly because of the high leverage and the opportunistic exchanges that have not necessarily benefited bondholders," Cappaert said. "However, we are willing to concede that in the right window, more likely 12 months, Harrah's may be able to pull it off. This doesn't mean the post-IPO equity will be a success, just that the company may be able to find a sufficient window to sell and establish a tradable stock."

The move by Harrah's comes less than a week after rival MGM Resorts International unveiled plans to raise more than $517 million through a stock offering of some 40.9 million shares.

Funds from the Harrah's IPO would go toward three projects, including two in Las Vegas.

The Las Vegas-based company said some of the money would be used to build LINQ, a retail, dining and entertainment area between the Imperial Palace and the Flamingo that was first planned in 2006.

In addition, Harrah's wants to complete the Octavius tower at Caesars Palace, which has 660 hotel rooms. The outside of the tower was completed last year but the interior was delayed when the economy slipped and tourism sagged.

Harrah's said completion of the Caesars tower will cost $85 million.

Harrah's is also involved in an Ohio casino joint venture with Dan Gilbert, founder and chairman of Quicken Loans and owner of the NBA's Cleveland Cavaliers. Harrah's would be a minority investor in the project, with Gilbert's Rock Gaming and would operate downtown casinos in Cleveland and Cincinnati.

Harrah's IPO would accompany a planned sale of $710 million in stock the company registered in August on behalf of hedge fund billionaire John Paulson, who struck a deal to acquire nearly 10 percent of the gambling company.

The August prospectus said, "We have not applied to list the common stock on any securities exchange, and we are not required to do so." Although Paulson can exercise the right to demand registration of an underwritten stock offering, "we cannot assure you that we will be successful in our efforts to achieve such a listing," the filing stated.

Earlier this month, Nevada gaming regulators tentatively approved the company's plan to eventually sell stock.

In the filing, Harrah's alluded to recent upswings in Las Vegas tourism numbers. Gaming revenues rose 21 percent on the Strip in August while visitation to Las Vegas has increased or been flat for 12 straight months.

"Our industry is heavily dependent upon both the leisure and business traveler," Harrah's said in the filing. "The trends in both of these areas have turned positive over the past few quarters, as evidenced by increasing hotel occupancy, visitor counts and convention space booking."

Harrah's had long-term debt of $23.3 billion -- one of the highest debt loads in the gaming industry -- as of June 30. Most of the debt is due in 2015 or later. The company assumed $12.4 billion in debt with the Apollo-TPG takeover.

Harrah's operates 10 casinos on the Strip, including Caesars Palace, Bally's, Paris, Planet Hollywood, Harrah's and the off-Strip Rio. The company has 53 casinos in six countries and owns the World Series of Poker.
Harrah's Entertainment files for IPO is republished from