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Another Megamerger Planned For Vegas Casinos

Harrah's Buys Caesars To Be Biggest Company

Updated: 12:04 pm EDT July 19, 2004

In a city that delights in having the biggest, fastest and tallest of pretty much everything people can think of, it's no great surprise that just weeks after the announcement of the MGM-Mirage-Mandalay merger, a $7 billion deal that made the biggest casino company in the world, comes news that Harrah's Entertainment is going to buy Caesars Entertainment for $9.5 billion creating the -- you guessed it -- biggest casino company in the world.

When complete, the new company -- most likely to retain the Harrah's Entertainment name -- will control more than 50 casinos in four countries, producing annual revenue in excess of $9 billion. By comparison, the MGM-Mirage-Mandalay combo features just over 30 casinos with revenues in the $7 billion range.

In Las Vegas, Harrah's will have six properties on or near the Strip including Harrah's, the Rio, Caesars Palace, the Flamingo, Bally's and Paris Las Vegas. In addition, it owns a chunk of Binion's Horseshoe in downtown Vegas.

The Harrah's-Caesars deal includes a lot of cash, a lot of stock and a lot of assumed debt. Caesars shareholders will get around $17 per share, for a total of about $5.2 billion, and Harrah's will take on an additional $4.2 billion in debt. (And I thought my credit card bills were high.)

Of course, there are some big questions brought up by this megamerger. Here's what I think they are and how I answer them:

Q. Why?
A. There are two possibilities. The first is the more believable of the two, and it's simply that Harrah's and Caesars wanted to remain competitive in the face of the MGM-Mirage-Mandalay merger and its 11 Las Vegas casinos. That's a formidable opponent, and its one the two companies on their own would not have been able to fight effectively. The other possible reason is less likely but has been floated so I'm going to repeat it: The chains are trying to screw up the MGM-Mirage-Mandalay merger.

Q. How will this affect the MGM-Mirage-Mandalay merger?
A. It could throw a major monkey wrench into the proceedings. Most people expected the various regulatory agencies to take a hard look at the MGM merger but ultimately let them keep the bulk of the properties in the combined portfolio, despite any monopolistic concerns. Now, the Harrah's-Caesars merger will effectively mean two gigantic companies instead of four pretty big ones just a couple of weeks ago. That could cause regulators to be tougher on both combinations, forcing more divestitures of assets. It's unlikely they'll kill either or both deals, but they could make it tough enough on both companies to make going forward a big question mark.

Q. How will this affect other casino companies?
A. This is the third megamerger in the last few months -- first Boyd bought Coast casinos, then the MGM-Mirage-Mandalay deal, and now Harrah's and Caesar's. Who does that leave?

Station Casinos is the other big player in the market, but it doesn't have a Strip presence and probably doesn't want one. After that, the companies get remarkably smaller and include Aztar (Tropicana), Planet Hollywood (Aladdin), Sands/Sheldon Adelson (Venetian), Carl Icahn (Stratosphere), Phil Ruffin (Frontier), Steve Wynn (Wynn Las Vegas), and separate owners for Sahara, Imperial Palace and the Riviera.

Of those, Adelson, Icahn and Wynn have the deepest pockets, but whether they'll move on any of the other companies remains to be seen. Plus you can't discount Donald Trump. He has been aching to get in on the Vegas action for years. I predict this will not be the last we will hear of mergers and acquisitions in the next few months, and the most likely next target will be Phil Ruffin's Frontier.

Q. To heck with them. How will this affect me?
A. It won't. At least, not in ways that you'll really notice or care all that much about. Most of the action will go on behind the scenes as the companies combine work forces and find ways to save money. They claim this will have a Wal-Mart effect and could lower prices for hotel rooms, but I say the chances of that are roughly the same as a snowball fight on the Caesars Palace front lawn in July. Rates will most likely go up, but they're going to go up whether these mergers happen or not if the trend of the last year or so continues. Really, the only difference you're going to notice any time soon is you'll get yet another players' club card.

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