Pinnacle Entertainment to Acquire Ameristar Casinos for $26.50 Per Share in Cash

Pinnacle Entertainment to Acquire Ameristar Casinos for $26.50 Per Share in

   Transformative Transaction Creates a Best in Class Gaming Platform With
       Increased Diversification and Significant Efficiencies of Scale
 Expected to be Accretive to Pinnacle's Free Cash Flow and Earnings Per Share

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Ameristar Casinos, Inc. Logo

LAS VEGAS, Dec. 21, 2012 (GLOBE NEWSWIRE) -- Pinnacle Entertainment, Inc.
(NYSE:PNK) and Ameristar Casinos, Inc. (Nasdaq:ASCA) announced today that the
companies have entered into a definitive agreement under which Pinnacle will
acquire all of the outstanding common shares of Ameristar for $26.50 per share
in cash, for a total enterprise value of $2.8 billion, including debt of $1.9
billion and cash on hand of $116 million as of September 30, 2012. This
consideration represents a premium of 45% over the average closing price of
Ameristar common stock for the 90 days ended December 20, 2012. The
transaction has received the unanimous approval of both the Ameristar and
Pinnacle Boards of Directors.

Pinnacle will benefit from increased operational and geographic diversity by
more than doubling in size to 17 operating properties in 13 distinct
geographies. The acquisition of Ameristar's properties will complement
Pinnacle's existing portfolio by adding eight casino-resorts in some of the
nation's best gaming markets, including: St. Charles near St. Louis, MO;
Kansas City, MO; Council Bluffs, IA; Black Hawk, CO; Vicksburg, MS; East
Chicago, IN; and Jackpot, NV.

The consideration represents an EBITDA multiple of 7.6x Ameristar's Adjusted
EBITDA of $365 million for the trailing 12-month period ended September 30,
2012, excluding synergies Pinnacle expects to achieve. The combined enterprise
would have generated net revenue of $2.4 billion and Combined Adjusted EBITDA
of $649 million (excluding $40 million of synergies Pinnacle expects to
achieve), over the trailing 12-month period ended September 30, 2012.

Anthony Sanfilippo, President and Chief Executive Officer of Pinnacle
Entertainment commented, "The acquisition of Ameristar is a transformative
transaction for Pinnacle that will provide us the scale and diversification to
more effectively compete. The coupling of Pinnacle and Ameristar properties
will create a terrific portfolio of quality assets to serve our combined
guests. Over recent years, we have made tremendous progress at Pinnacle in
providing a higher level of service to our guests and improving our financial
performance. We are thrilled about the opportunities that will be created by
combining the two companies.Both companies have developed cultures where team
members are focused on providing a high quality experience to their guests and
delivering outstanding financial outcomes for their shareholders. Our
operating philosophy and cultures are perfectly aligned.

"We believe the transaction represents a uniquely attractive opportunity for
Pinnacle and its shareholders given the significantly improved geographic and
operational diversification of the combined portfolios," continued Mr.
Sanfilippo."In addition, we believe there is considerable opportunity to
expand reach and generate synergies and efficiencies of scale from the
increased size of the combined company, as well as an opportunity to drive
property margin expansion by applying best practices garnered from both
Pinnacle and Ameristar across the combined enterprise.As a result of the
combination, we expect to achieve synergies and efficiencies of scale of at
least $40 million annually, with potentially greater realization as we move
forward through the integration process.Finally, we expect the acquisition of
Ameristar to be accretive to our free cash flow and earnings per share
following the closing, and for it to provide increased long-term strategic and
financial flexibility.We are confident this transaction will drive long-term
value for Pinnacle's stakeholders."

Gordon Kanofsky, Chief Executive Officer of Ameristar Casinos commented, "We
are excited to have reached this agreement with Pinnacle as this transaction
maximizes value for our shareholders and provides them with a significant and
immediate premium. We are focused on ensuring a smooth transition and look
forward to working with the Pinnacle team. The increased scale and
diversification of the Company will expand opportunities for our team members
and provide enhancements for our guests."

The transaction is subject to customary closing conditions, approval by
Ameristar's shareholders and required regulatory approvals. Pinnacle expects
the transaction to close by the end of the third quarter of 2013.Pinnacle has
obtained committed financing for the transaction and the transaction is not
subject to a financing contingency.

Financial and Legal Advisory

Goldman, Sachs & Co. served as the exclusive financial advisor and Morrison &
Foerster LLP served as the legal advisor to Pinnacle.J.P. Morgan and Goldman,
Sachs & Co. provided the committed financing for the transaction.

Lazard and Centerview Partners LLC served as financial advisors to Ameristar
and Gibson Dunn & Crutcher LLP served as legal counsel to Ameristar.

Investor Conference Call

Pinnacle and Ameristar will host a joint conference call for investors today,
Friday, December 21, 2012, at 9:00 a.m. (Eastern Time) / 6:00 a.m. (Pacific
Time) to discuss the proposed acquisition.Investors can listen to the call by
dialing (706) 679-7241.The code to access the conference call is
84097297.Investors may also listen to the conference call live over the
Internet at either or presentation that
will be discussed on the call will be available in the Investor Relations
section of Pinnacle's website.

A replay of the conference call will be available shortly after the conclusion
of the call through January 4, 2013 by dialing (404) 537-3406.The code to
access the replay is 84097297.The conference call will also be available for
replay at

About Pinnacle Entertainment

Pinnacle Entertainment, Inc. owns and operates seven casinos, located in
Louisiana, Missouri, and Indiana, and a racetrack in Ohio. In addition,
Pinnacle is redeveloping River Downs in Cincinnati, Ohio into a gaming
entertainment facility and holds a 26% ownership stake in Asian Coast
Development (Canada) Ltd. (ACDL), an international development and real estate
company currently developing Vietnam's first large-scale integrated resort on
the Ho Tram Strip.

The Pinnacle Entertainment, Inc. logo is available at

About Ameristar Casinos

Ameristar Casinos is an innovative casino gaming company featuring the newest
and most popular slot machines. Ameristar has 7,200 dedicated team members who
pride themselves on delivering consistently friendly and appreciative service
to their guests. Ameristar continuously strives to increase the loyalty of its
guests through the quality of its slot machines, table games, hotel, dining
and other leisure offerings. Ameristar's eight casino hotel properties
primarily serve guests from Colorado, Idaho, Illinois, Indiana, Iowa, Kansas,
Louisiana, Mississippi, Missouri, Nebraska and Nevada.Ameristar has been a
public company since 1993, and its stock is traded on the Nasdaq Global Select
Market. Ameristar generates more than $1.1 billion in net revenues annually.

The Ameristar Casinos, Inc. Logo is available a

Additional Information and Where to Find It

In connection with the proposed merger, Ameristar plans to file a proxy
statement with the SEC and mail the proxy statement to its
RELATED MATTERS.The proxy statement, as well as other filings containing
information about Pinnacle and Ameristar will be available, free of charge,
from the SEC's web site ('s SEC filings in connection
with the transaction also may be obtained, free of charge, from Pinnacle's web
site ( under the tab "Investor Relations" and then under the
heading "SEC Filings," or by directing a request to Pinnacle, 8918 Spanish
Ridge Ave., Las Vegas, Nevada, 89148, Attention: Investor Relations or (702)
541-7777.Ameristar's SEC filings in connection with the transactionalso may
be obtained, free of charge, from Ameristar's web site (
under the tab "About Us," "Investor Relations" and then under the heading
"Ameristar SEC Reports & Filings," or by directing a request to Ameristar,
3773 Howard Hughes Parkway, Suite 490 South, Las Vegas, Nevada, 89169,
Attention: Investor Relations or (702) 567-7000.

Participants in the Merger Solicitation

Pinnacle and Ameristar and their respective directors and executive officers
and other persons may be deemed to be participants in the solicitation of
proxies in connection with the proposed merger.Information about Pinnacle's
directors and executive officers is included in Pinnacle's Annual Report on
Form 10-K/A for the year ended December 31, 2011, filed with the SEC on May
16, 2012 and the proxy statement for Pinnacle's 2012 Annual Meeting of
Stockholders, filed with the SEC on April 9, 2012.Information about
Ameristar's directors and executive officers is included in Ameristar's Annual
Report on Form 10-K for the year ended December 31, 2011, filed with the SEC
on February 28, 2012 and the proxy statement for Ameristar's 2012 Annual
Meeting of Stockholders, filed with the SEC on April 30, 2012. Additional
information regarding these persons and their interests in the merger will be
included in the proxy statement relating to the merger when it is filed with
the SEC. These documents can be obtained free of charge from the sources
indicated above.

Non-GAAP Financial Measures

Consolidated Adjusted EBITDA, Free Cash Flow and Adjusted EBITDA are non-GAAP
measurements. Pinnacle defines Consolidated Adjusted EBITDA as earnings before
interest income and expense, income taxes, depreciation, amortization,
pre-opening and development expenses, non-cash share-based compensation, asset
impairment costs, write-downs, reserves, recoveries, corporate-level
litigation settlement costs, gain (loss) on sale of certain assets, loss on
early extinguishment of debt, gain (loss) on sale of equity security
investments, minority interest and discontinued operations. Pinnacle defines
Free Cash Flow as Consolidated Adjusted EBITDA less maintenance capital
expenditures, cash taxes and cash interest expense.

Ameristar defines Adjusted EBITDA as earnings before interest, taxes,
depreciation, amortization, other non-operating income and expenses,
stock-based compensation, deferred compensation plan expense, non-operational
professional fees and river flooding expenses and reimbursements.

As shown above, Combined Adjusted EBITDA is presented based on the combination
of Pinnacle's Consolidated Adjusted EBITDA and Ameristar's Adjusted EBITDA for
the trailing 12-month period ended September 30, 2012, taking into account
synergies Pinnacle expects to achieve.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995.These forward-looking
statements are based on Pinnacle's and Ameristar's current expectations and
are subject to uncertainty and changes in circumstances.These forward-looking
statements include, among others, statements regarding the expected synergies
and benefits of a potential combination of Pinnacle and Ameristar, including
the expected accretive effect of the merger on Pinnacle's financial results
and profile (e.g., free cash flow, earnings per share and Consolidated
Adjusted EBITDA); the anticipated benefits of geographic diversity that would
result from the merger and the expected results of Ameristar's gaming
properties; expectations about future business plans, prospective performance
and opportunities; required regulatory approvals; the expected timing of the
completion of the transaction; and the anticipated financing of the
transaction.These forward-looking statements may be identified by the use of
words such as "expect," "anticipate," "believe," "estimate," "potential,"
"should", "will" or similar words intended to identify information that is not
historical in nature.The inclusion of such statements should not be regarded
as a representation that such plans, estimates or expectations will be
achieved.There is no assurance that the potential transaction will be
consummated, and there are a number of risks and uncertainties that could
cause actual results to differ materially from the forward-looking statements
made herein.These risks and uncertainties include (a) the timing to
consummate a potential transaction between Pinnacle and Ameristar; (b) the
ability and timing to obtain required regulatory approvals (including approval
from gaming regulators) and satisfy or waive other closing conditions; (c) the
ability to obtain the approval of Ameristar's stockholders; (d) the
possibility that the merger does not close when expected or at all; or that
the companies may be required to modify aspects of the merger to achieve
regulatory approval; (e) Pinnacle's ability to realize the synergies
contemplated by a potential transaction; (f) Pinnacle's ability to promptly
and effectively integrate the business of Pinnacle and Ameristar; (g) the
requirement to satisfy closing conditions to the merger as set forth in the
merger agreement, including expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976; (h) uncertainties in the
global economy and credit markets and its potential impact on Pinnacle's
ability to finance the transaction; (i) the outcome of any legal proceedings
that may be instituted in connection with the transaction; (j) the ability to
retain certain key employees of Ameristar; (k) that there may be a material
adverse change affecting Pinnacle or Ameristar, or the respective businesses
of Pinnacle or Ameristar may suffer as a result of uncertainty surrounding the
transaction; (l) Pinnacle's ability to obtain financing on the terms expected,
or at all; and (m) the risk factors disclosed in Pinnacle's most recent Annual
Report on Form 10-K/A, which Pinnacle filed with the Securities and Exchange
Commission on May 16, 2012 and the risk factors disclosed in Ameristar's most
recent Annual Report on Form 10-K, which Ameristar filed with the Securities
and Exchange Commission on February 28, 2012,3 and in all reports on Forms
10-K, 10-Q and 8-K filed with the Securities and Exchange Commission by
Pinnacle and Ameristar subsequent to the filing of their respective Form 10-Ks
for the year ended December 31, 2011. Forward-looking statements reflect
Pinnacle's and Ameristar's management's analysis as of the date of this
release. Pinnacle and Ameristar do not undertake to revise these statements to
reflect subsequent developments, except as required under the federal
securities laws.Readers are cautioned not to place undue reliance on any of
these forward-looking statements.

Visit Pinnacle Entertainment's website at or Ameristar Casinos'
website at (which shall not be deemed to be incorporated in
or a part of this news release).

CONTACT: Pinnacle Entertainment Contacts:
         Investor Relations
         Vincent J. Zahn, CFA
         Vice President, Finance and Investor Relations
         (702) 541-7753 or
         Media Relations
         Sard Verbinnen & Co
         Paul Kranhold or Ron Low
         (415) 618-8750
         Ameristar Casinos Contacts:
         Investor Relations
         Thomas Steinbauer
         Senior Vice President, Chief Financial Officer
         (702) 567-7030 or
         Media Relations
         Roxann M. Kinkade, APR
         Director of Communications
         (816) 414-7007 or

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