Raising Capital

Raising Equity

Selling Securities to the Public Management must obtain permission from the Board of Directors Firm must file a registration statement with the SEC The SEC examines the registration during a 20-day waiting period –A preliminary prospectus, called a red herring, is distributed during the waiting period –If there are problems, the company is allowed to amend the registration and the waiting period starts over Securities may not be sold during the waiting period The price is determined on the effective date of the registration 15-3

Underwriters Services provided by underwriters –Formulate method used to issue securities –Price the securities –Sell the securities –Price stabilization by lead underwriter Syndicate – group of investment bankers that market the securities and share the risk associated with selling the issue Spread – difference between what the syndicate pays the company and what the security sells for initially in the market 15-4

Firm Commitment Underwriting Issuer sells entire issue to underwriting syndicate The syndicate then resells the issue to the public The underwriter makes money on the spread between the price paid to the issuer and the price received from investors when the stock is sold The syndicate bears the risk of not being able to sell the entire issue for more than the cost Most common type of underwriting in the United States 15-5

Best Efforts Underwriting Underwriter must make their “best effort” to sell the securities at an agreed-upon offering price The company bears the risk of the issue not being sold The offer may be pulled if there is not enough interest at the offer price. In this case, the company does not get the capital, and they have still incurred substantial flotation costs Not as common as it previously was 15-6

Dutch Auction Underwriting Underwriter accepts a series of bids that include number of shares and price per share The price that everyone pays is the highest price that will result in all shares being sold There is an incentive to bid high to make sure you get in on the auction but knowing that you will probably pay a lower price than you bid The Treasury has used Dutch auctions for years Google was the first large Dutch auction IPO 15-7

Green Shoes and Lockups Green Shoe provision –Allows the syndicate to purchase an additional 15% of the issue from the issuer –Allows the issue to be oversubscribed –Provides some protection for the underwriters as they perform their price stabilization function Lockup agreements –Restriction on insiders that prevents them from selling their shares of an IPO for a specified time period –The lockup period is commonly 180 days –The stock price tends to drop when the lockup period expires due to market anticipation of additional shares hitting the street 15-8

IPO Underpricing May be difficult to price an IPO because there isn’t a current market price available Private companies tend to have more asymmetric information than companies that are already publicly traded Underwriters want to ensure that, on average, their clients earn a good return on IPOs Underpricing causes the issuer to “leave money on the table” 15-9

Raising Debt An overview of the at Bank Loan Syndication Process

Two Markets Served for both the Corporate Bond and Bank Debt 4 Investment Grade Bond / Loan Market Rated BBB- and Higher (Corporate) Arrangers hold Higher Exposure ($200 million +) The majority of the Syndicate are traditional banks HY Bond / everaged Loan Market Rated BB+ and Lower (Corporate) Arrangers hold Lower Exposure The majority of the Syndicate are non- banks (Financial institutions)

The Bond / Loan Syndication Process Issuer /Company Lead Arranger Bank Administrative Agent Bookrunner Bank #1 Syndication Agent Bookrunner Bank #2 Documentation Agent First Tier Co-Mgr Bank #1 Co-Mgr Bank #2 Co-Mgr Bank #3 Co-Mgr Bank #4 Co-Mgr Bank #5 Co-Mgr Bank #6 “Retail” Level Second Tier Bookrunner Bank #3 Documentation Agent Bank or Institution 13

 The issuer or Company solicits bids from Arrangers.  Arrangers will outline their syndication strategy for both the Bond and Loan markets their view on the way the loan will price in market.  Issuer gives the mandate to one or more Arrangers (Co-Arrangers)  The arranger will prepare an information memo (IM) / Red Hearing describing the terms of the transactions.  The IM typically will include:  Executive Summary  Investment Considerations and Risks (bond)  Summary of Terms and Conditions (Term Sheet)  Transaction Overview  Company  Management and Equity Sponsor Overview  Industry Overview  Financial Model  Timing for commitments, closing, as well as fees on level of commitments  Bank meeting is scheduled at which potential lenders hear the management and the Investor group.  A deadline is given for the banks to send their commitment levels subject to final documentation  Each Bank analyzes the deal’s credit and assess the pricing (RORA). Each Issuer is assigned an internal rating.  The Arranger collects all commitments – different amounts from each Bank  Allocations are given and Legal Documentation is sent for their final review.  If the Deal is Oversubscribed, the allocation of each bank will most likely be reduced  If the Deal is Undersubscribed, depending on the FLEX language, the pricing could be Flexed up.  After Review of Legal Documentation by each lender and signatures are sent, the Deal closes and funds. The Loan Syndication Process (Continued) 14 As part of the syndication process we will discuss in detailed these two items following this page.

Typical Internal Analysis Process by each bank  Internal Application sent to their respected investment/credit committees. This application includes the following:  Requested amount that is within the rating parameters for each bank  Recommended amounts by Tranche (Revolving Credit / Term Loans)  Term and Conditions of the Loans (includes pricing, structure and covenants)  Profitability (RORA and RAROC)  Syndication strategy  Transaction discussion including Source and Uses and Capital Structure  Company discussion including historical performance and outlook  Corporate Structure  Management Biographies / Equity Sponsor Profile  Collateral Analysis  Industry Analysis  Financial Analysis (Projections’ Model)  Internal Rating Analysis  Internal Legal Review  KYC (know-your-customer) and Compliance Review The Loan Syndication Process (Continued) 15 This process will be discussed following this page

Typical Internal Rating Analysis by each bank  Most banks’ internal ratings are in line with the Agencies’ external ratings, though the analysis is done independently. This analysis is based on two approaches:  Quantitative Analysis  Qualitative Analysis The Loan Syndication Process (Continued) 16  The Quantitative Analysis for establishing the Internal rating which measures the probability of default is based on the following parameters (each component is weighted at a specific level of importance):  Leverage Ratio - the relationship between debt and earnings (i.e. DEBT / EBITDA)  Capitalization Ratio – the relationship between the bank debt and the rest of the capital (Capital Leases, Bonds, Equity)  Coverage Ratio - Issuer’s Cash Flow covering it’s debt obligations (interest and principal payments)  Variance of Projections – based on the projections, the model typically assumes a certain haircut (10-30%) to the management’s projections and it tests it’s ability to pay its debt obligations.  The Quantitative approach adjusts up or down based on industry characteristics (Recession resistance, cyclical, or event driven).  The Qualitative Analysis is subjective based on each bank’s internal policy. The Analysis would include strength of management, support from the equity sponsor, recovery analysis (asset collateral) and outlook. The Typical Scale is 1-10, 1 being with very limited risk to default and 10 the issuer being in bankruptcy with no chance of recovery

Typical Leverage Loan Structure (Rated by S&P as BB or lower) Bank Debt Facilities (typically represented 30-35% of Total Capital):  Revolving Credit (Typically, Commercial Banks provide this facility)  Commitment Amount  Typical maturities of 5-6 years  Funded Versus Unfunded Amount  Funded Pricing and Unfunded Pricing (Commitment Fee)  Letters of Credit  Term Loans (typically, Non-Bank institutions provide this facility)  Funded Amount – sometimes structured as Delayed Draw Down  Typical Maturities of 6-8 years Public Bonds / Notes (typically represented 20-25% of Total Capital):  Typical maturities of 9-11 years  Unsecured Debt Private Equity (typically represented 30-45% of Total Capital): 17

Typical Leveraged Deal Term Sheet / Credit Agreement 1. Parties to the Credit Agreement:  Borrower  Holding Company  Guarantor / Parent and Subsidiaries’ Guarantee  Agent Banks  Administrative Agent  Collateral Agent  Syndication Agent  Documentation Agent  Law Firms representing the Borrower and Agent Banks 2. Description of the Transaction / Purpose of the Loan (s) 18

3.Money Terms:  Amount / Tranches  Revolving Credit  Term Loans  Pricing  Interest Rate / Margin over LIBOR  Commitment Fees on unfunded portion  Maturities  Amortization Schedule (set principal payments) Need 100% Vote from the syndicate banks to amend these terms Typical Leveraged Deal Term Sheet / Credit Agreement (Continued) 19

4. Non-Money Terms:  Financial Covenants  Negative Covenants  Affirmative Covenants Need Majority Vote (typical 51%) from the syndicate banks to amend these terms Typical Leveraged Deal Term Sheet / Credit Agreement (Continued) 20

Typical Financial Covenants Typical Negative Covenants Maximum Leverage Ratio (Total Debt / EBITDA) Maximum Senior Leverage Ratio (Bank Debt / EBITDA Minimum Coverage Ratio (EBITDA / Interest Minimum Fixed Charge Ratio (EBITDA – Capex – Taxes ) / Interest + Principal Payments) Maximum Capital Expenditures Minimum Tangible Net Worth Limitations on Additional Debt Limitations on Asset Sales / Mergers & Acquisitions / Sale/leaseback transactions Limitations of Dividends / Investments Limitation on Liens / Negative Pledges Excess Cash Sweep Limitations of Change of Ownership Typical Leveraged Deal Term Sheet / Credit Agreement (Continued) New Terminology in 2006 and 2007: Covenant Lite Structures (“Covy lite”) Incurrence Tests Vs Maintenance Tests New Terminology in 2006 and 2007: “Green Shoe” 21

Typical Leveraged Deal Term Sheet / Credit Agreement (Continued) 5.Other Terms & Conditions:  Security / Liens / Guarantees  Mandatory Prepayments  Optional Prepayments / Call Protection  Financial Reporting / Maintaining Corporate Existence (“Affirmative Covenants”)  Representation and Warranties  Conditions Precedent at Closing  Events of Default  Assignments and Participations / Secondary Sales  Waivers and Amendments  Indemnification  Cross Default  Material Adverse Clause (MAC) 22

Other Terminology to the Credit Agreement  LIBOR Floor  Original Issuer Discount (OID)  Margin Spread A typical calculation of Loan Yields in the secondary market for loans: LIBOR or LIBOR Floor + Margin Spread + (100-OID)/4* years = Loan Yield *market convention is to use 4 years as it represents the average life i.e. LIBOR Floor = 3.00% Margin Spread = 400 basis points (or 4.00%) OID = 96 Then the Loan Yield is calculated to: 3.0% + 4.0% + [(100 – 96)/100]/4 = 7.0% + (4.0% / 4) = 7.0% + 1.0% = 8.0% Yield Typical Leveraged Deal Term Sheet / Credit Agreement (Continued) 24

Example of a Large Syndicated Loan Harrah’s Entertainment 26

Example of a Large Syndicated Loan Harrah’s Entertainment TRANSACTION OVERVIEW On December 19, 2006, Harrah’s Entertainment Inc. (“Harrah’s” or the “Company”) announced that it had entered into an agreement to be acquired by affiliates of Apollo Management (“Apollo”) and TPG Capital (“TPG”) in a transaction valued at approximately $31.2 billion (including estimated fees and expenses) Harrah’s Entertainment, based in Las Vegas, Nevada, is the world’s largest and most geographically diversified gaming company, operating 50 casinos in six countries, with the #1 or #2 market share in almost every major gaming market in the U.S.  At the time of the acquisition, Harrah’s generated LTM 9/30/07 Net Revenues and Pro Forma Adjusted EBITDA of $10.6 billion and $2.9 billion, respectively. Harrah’s Operating Company (“HOC”) owns or manages 43 of the 50 Harrah’s Entertainment casinos and generated LTM 9/30/07 Net Revenues and Pro Forma Adjusted EBITDA of $8.0 billion and $2.0 billion, respectively 27

Example of a Large Syndicated Loan Harrah’s Entertainment TRANSACTION SOURCES & USES 28

Example of a Large Syndicated Loan Harrah’s Entertainment STRUCTURE – TOO LEVERAGE?? Aggressive Structure?? 29

Example of a Large Syndicated Loan Harrah’s Entertainment CORPORATE STRUCTURE 30

Example of a Large Syndicated Loan Harrah’s Entertainment SUMMARY OF TERMS – SENIOR CREDIT FACILITY 31

Example of a Large Syndicated Loan Harrah’s Entertainment SYNDICATION GROUP Lender Bank of America (Joint Lead Arranger) Deutsche Bank (Joint Lead Arranger) Citibank (Joint Bookrunning Managers) Credit Suisse (Joint Bookrunning Managers) JP Morgan (Joint Bookrunning Managers) Merrill Lynch (Joint Bookrunning Managers) Bear Stearns (Co-Managers) Goldman Sachs (Co-Managers) Morgan Stanley (Co-Managers) 32

Example of a Large Syndicated Loan Harrah’s Entertainment SYNDICATION PROCESS – WRONG TIMING FOR AN UNDERWRITTEN DEAL???  The general syndication of Harrah's was launched 1/15/2008 with a bank meeting in New York. Over 1,000 bankers attended the general syndication meeting with commitments requested by 1/29/2008.  Unfortunately, given the: i) global correction in the financial markets on the week of January 21, 2008, ii) dramatic widening of high yield credit spreads and iii) reduction in the 3-month Libor Rate by at least 120 bps that followed, the secondary market loan prices pulled back materially and bank investors started to demand a much higher All-In Yield (about L+ 500) on primary market transactions, like Harrah's.  Investors were demanding All-In Yield of between L to commit/purchase Harrah's Term Loan B. Since the offered TLB margin spread was L+300, investors were demanding a discount (OID) of between (compared to the original OID offer of 96.5) from the Underwriters/Arrangers.  Following the failed syndication, Arrangers in order to reduce their exposure, were offering Harrah's TLB with an OID in the low 90's. 33

Example of a Large Syndicated Loan Harrah’s Entertainment SYNDICATION PROCESS – WRONG TIMING FOR AN UNDEWRITTEN DEAL?? (continued)  At the time, given such low demand, it was reported that Credit Suisse started to quietly syndicate their exposure prior to the commitment deadline (1/29/2008), independent of the other Arrangers.  As a consequence, each of the Arrangers started to syndicate their own exposure to their own investors offering as low as 90's OID to syndicate their exposure.  After that incident, there was a new agreement made between the Arrangers called The Memorandum of Understanding (MOU) where it prohibits one arranger to sell their exposure within an agreeable period (6 months after the commitments are due) without the consent of the other Arrangers. 34