Harrah's Entertainment announced that Harrah’s Operating Escrow LLC and Harrah's Escrow Corporation, wholly-owned unrestricted subsidiaries of Harrah’s Operating Company (“HOC”), are proposing to issue $1 billion aggregate principal amount of senior secured notes due 2017 in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended.  The offer is subject to a number of conditions, including the amendment of the existing senior secured credit facilities of HOC to permit, among other things, the incurrence of additional senior secured indebtedness on a pari passu basis with lenders thereunder. Upon satisfaction of certain conditions, HOC would assume the Escrow Issuers’ obligations under the notes.

Harrah’s intends to use the net proceeds from this private offering to retire a portion of Harrah’s existing term loan and revolving credit indebtedness under HOC’s senior secured credit facilities and for general corporate purposes.

The notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States, only to non-U.S. investors pursuant to Regulation S. The notes will not be initially registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.