updated 10/2/2006 2:19:14 PM ET 2006-10-02T18:19:14

Harrah’s Entertainment received a $15.05 billion offer for the company from two private-equity firms in what would be the biggest deal ever for a casino operator and the fifth-largest leveraged buyout in history.

Harrah’s said Monday that Apollo Management and Texas Pacific Group are offering $81 per share in cash, a 22 percent premium to Harrah’s closing stock price Friday on the New York Stock Exchange.

After the news, Harrah’s shares surged $9.56, or 14.4 percent, to $75.99 in afternoon trading on the New York Stock Exchange.

Harrah’s said it had not committed to the deal, but it established a special committee of independent directors to review the offer and retained UBS Securities LLC as an adviser.

“The special committee has not determined that a transaction is in the best interest of Harrah’s and its stockholders,” Harrah’s said in a statement. “There is no assurance that Harrah’s will enter into this or any other transaction.”

The company did not immediately respond to calls for comment.

Harrah’s operates about 40 casinos throughout the country, including Caesars Palace in Las Vegas, and other casinos under its name, Ballys, Horseshoe and Showboat. The Las Vegas-based company beefed up its portfolio with last year’s purchase of Caesars Entertainment Inc., giving it an upscale offering on the Las Vegas Strip.

Analyst Rod Petrik of Stifel Nicolaus said Harrah’s shares had been relatively cheaper than its peers in the casino business for several reasons, “perhaps none more important than its inability to crack into the growing Asian gaming markets.”

Gambling companies’ shares also appeared cheaper than shares in other sectors, providing a prime target for private equity investors, he said in a research note.

Celeste Brown of Morgan Stanley said the benefit of a possible deal would be in managing and expanding the Harrah’s network of casinos rather than selling off the parts.

“Neither a reduction in investment or asset sales (unless they maintain management contracts) makes sense if the value is to be realized,” she said in a research note.

New York-based Apollo Management did not immediately respond to a request for comment. A spokesman for Texas Pacific Group said the firm, with more than $20 billion in capital under management, had no comment.

If the deal is consummated, it would be the fifth-largest leveraged buyout ever, excluding assumed debt, according to data from Thomson Financial. The largest ever was RJR Nabisco Inc.’s $25 billion acquisition by Kohlberg Kravis Roberts & Co. in 1998.

Other gambling stocks surged on the news.

Shares in the world’s second largest casino company, MGM Mirage Inc., rose $1.56, or 4 percent, to $41.05. Las Vegas Sands Corp. was up 40 cents to $68.75, and Wynn Resorts Ltd. rose $2.68, or 3.9 percent, to $70.69.

Also on Monday, Harrah’s said it entered into a deal with a unit of Boyd Gaming Corp. to exchange about 24 acres that Harrah’s controls on the Las Vegas Strip for Boyd’s Barbary Coast Hotel and Casino.

The Barbary Coast has long been sought by Harrah’s because it is on 4.4 acres on the Strip between several Harrah’s properties, including Imperial Palace, Flamingo, Ballys and Paris.

It was the last major piece of property standing in the way of a massive redevelopment project linking Harrah’s holdings on the Strip, which the company was to announce before the end of the year.

Boyd Gaming spokesman Rob Stillwell said the straight-swap deal would give Boyd 87 contiguous acres on the Strip, of which it had already assembled 63 acres on the Stardust casino-hotel site for a planned $4 billion megaresort called Echelon Place.

“This doesn’t change any of our plans for Echelon as it stands now,” Stillwell said. “The additional acres, what it does is provides us the opportunity to develop future phases related to Echelon as well as extending our growth pipeline well into the next decade.”

Boyd shares jumped $2.91, or 7.6 percent, to $41.35. Shares in Station Casinos Inc., Boyd’s rival in the Las Vegas residents market, rose $1.96, or 3.4 percent, to $59.79.

The real-estate transaction is expected to close in the first quarter of 2007, subject to customary closing conditions, including government approvals. Boyd said it expects to see a non-cash gain of about $280 million in the quarter the deal closes.

Copyright 2006 The Associated Press. All rights reserved. This material may not be published, broadcast, rewritten or redistributed.

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