Harrah's Entertainment, Inc

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 11, 2008 (January 11, 2008) HARRAH’S ENTERTAINMENT, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-8747 62-1411755 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) One Caesars Palace Drive, Las Vegas, Nevada 89109 (Address of Principal Executive Offices, including Zip Code) Registrant’s telephone number, including area code: (702) 407-6000 Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Table of Contents Item 7.01. Regulation FD Disclosure On December 19, 2006, Harrah’s Entertainment, Inc. (“Harrah’s Entertainment”) announced that it had entered into a definitive merger agreement with Hamlet Holdings LLC, a Delaware limited liability company (“Hamlet Holdings”), and Hamlet Merger Inc., a Delaware corporation and a wholly owned subsidiary of Hamlet Holdings (“Merger Sub”), pursuant to which Merger Sub will merge with and into Harrah’s Entertainment, and Harrah’s Entertainment will become a subsidiary of Hamlet Holdings (the “Acquisition”). Hamlet Holdings and Merger Sub were formed and are controlled by Apollo Global Management, LLC and TPG Capital, LP. The Acquisition is currently expected to close on January 28, 2008, subject to customary closing conditions. In connection with the proposed Acquisition and related financing, on January 11, 2008, Harrah’s Entertainment disclosed non-public material information about Harrah’s Entertainment and Harrah’s Operating Company, Inc. to certain parties. Harrah’s Entertainment is furnishing the information in this Current Report on Form 8-K and in Exhibit 99.1 to comply with Regulation FD. The statements contained in Exhibit 99.1 shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. In addition, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any of Harrah’s Entertainment’s filings, whether made before or after the date hereof, regardless of any general incorporation language in such filings. Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit 99.1 — Disclosures regarding Harrah’s Entertainment, Inc. and Harrah’s Operating Company, Inc. in connection with the financing of the Acquisition, dated as of January 11, 2008. 2 Table of Contents Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 14, 2008 HARRAH’S ENTERTAINMENT, INC. /s/ Michael Cohen Name: Michael Cohen Title: Vice President, Associate General Counsel and Corporate Secretary 3 Table of Contents Item 7.01. Regulation FD Disclosure Item 9.01 Financial Statements and Exhibits Signatures Exhibit 99.1 FORWARD LOOKING STATEMENTS This exhibit contains “forward looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. You can identify forward looking statements because they contain words such as “believes,” “project,” “might,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions that concern our strategy, plans or intentions. All statements we make relating to the closing of the Transactions (as defined) described in this exhibit or to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward looking statements. In addition, we, through our senior management, from time to time make forward looking public statements concerning our expected future operations and performance and other developments. These forward looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. We derive many of our forward looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. All subsequent written and oral forward looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include: • the impact of the substantial indebtedness to be incurred to finance the consummation of the Acquisition; • the effects of local and national economic, credit and capital market conditions on the economy in general, and on the gaming and hotel industries in particular; • the effects of competition, including locations of competitors and operating and market competition; • risks that the Post-Closing CMBS Transaction (as defined below) may not occur on a timely basis or at all as a result of regulatory or other barriers; • risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the Acquisition; • construction factors, including delays, increased costs for labor and materials, availability of labor and materials, zoning issues, environmental restrictions, soil and water conditions, weather and other hazards, site access matters and building permit issues; • the effects of environmental and structural building conditions relating to our properties; • access to available and reasonable financing on a timely basis; • the ability to timely and cost-effectively integrate acquisition into our operations; • changes in laws, including increased tax rates, regulations or accounting standards, third-party relations and approvals, and decisions of courts, regulators and governmental bodies; • litigation outcomes and judicial actions, including gaming legislative action, referenda and taxation; • the ability of our customer-tracking, customer loyalty and yield-management programs to continue to increase customer loyalty and same store gaming revenue or hotel sales; • our ability to recoup costs of capital investments through higher revenues; • acts of war or terrorist incidents or natural disasters; and • abnormal gaming holds. 1 The foregoing list of important factors may not contain all of the material factors that are important to readers. In addition, in light of these risks and uncertainties, the matters referred to in the forward looking statements contained in this exhibit may not in fact occur. We undertake no obligation to publicly update or revise any forward looking statement as a result of new information, future events or otherwise, except as otherwise required by law. USE OF NON-GAAP FINANCIAL INFORMATION We have provided EBITDA, Adjusted EBITDA and Property EBITDA information in this exhibit because we believe they provide investors with additional information to measure our performance and evaluate our ability to service our indebtedness. We use EBITDA and Property EBITDA to measure operating performance and believe that EBITDA is helpful in highlighting trends because EBITDA excludes the results of decisions that 2 are outside the control of operating management and can differ significantly from company to company depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operates and capital investments. Property EBITDA is commonly used in the gaming industry and is a supplemental financial measure used by management, as well as industry analysts, to evaluate our operations. We use Adjusted EBITDA as a measure to provide investors with additional information about certain non-cash items and about unusual items that are not expected to continue at the same level in the future. EBITDA, Adjusted EBITDA and Property EBITDA are not presentations made in accordance with U.S. GAAP and our use of the terms EBITDA, Adjusted EBITDA and Property EBITDA varies from others in our industry. EBITDA and Adjusted EBITDA should not be considered as an alternative to income from continuing operations, income from operations or any other performance measures derived in accordance with U.S. GAAP as measures of operating performance or cash flows as measures of liquidity. EBITDA, Adjusted EBITDA and Property EBITDA have important limitations as analytical tools and you should not consider them in isolation or as substitutes

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