Ameristar Casinos, Inc. Announces Consent Solicitation Relating to 7.50% Senior Notes Due 2021

Ameristar Casinos, Inc. Announces Consent Solicitation Relating to 7.50% Senior 
Notes Due 2021 
LAS VEGAS, NV -- (Marketwire) -- 03/18/13 --  Ameristar Casinos, Inc.
(NASDAQ: ASCA) ("Ameristar") announced today that it is soliciting
consents from holders of the $1,040,000,000 outstanding principal
amount of its 7.50% Senior Notes due 2021 (the "Notes") to approve
waivers (the "Proposed Waivers") of and amendments (the "Proposed
Amendments") to certain provisions of the indenture governing the
Notes (the "Indenture"). The terms and conditions of the consent
solicitation are set forth in a Consent Solicitation Statement (the
"Consent Solicitation Statement") and Consent Letter (the "Consent
Letter") to be distributed to all holders of the Notes as of 5:00
p.m., New York City time, on March 15, 2013, which is the record date
for the consent solicitation.  
Ameristar is undertaking the consent solicitation at the request and
expense of Pinnacle Entertainment, Inc. ("Pinnacle") pursuant to the
agreement and plan of merger, by and among Ameristar, Pinnacle, PNK
Holdings, Inc., a wholly-owned subsidiary of Pinnacle ("HoldCo"), and
PNK Development 32, Inc., a wholly-owned subsidiary of HoldCo
("Merger Sub"), providing for the merger of Merger Sub with and into
Ameristar (the "Planned Merger"), with Ameristar as the surviving
corporation or, at the election of Pinnacle if the requisite consents
to the Proposed Waivers and Proposed Amendments are received, the
merger of HoldCo with and into Ameristar, with Ameristar as the
surviving corporation (the "Alternative Merger"). If Pinnacle elects
to proceed with the Alternative Merger, immediately or as promptly as
practicable after consummation of the Alternative Merger, Ameristar
will be merged with and into Pinnacle, with Pinnacle as the surviving
corporation (the "Post-Effective Merger"). 
The receipt of the requisite consents to the Proposed Waivers and
Proposed Amendments is not a condition to Pinnacle's acquisition of
Ameristar under the Planned Merger structure or to the financing for
such acquisition; however, the Alternative Merger structure may not
proceed without obtaining the requisite consents to the Proposed
Amendments to Section 4.07 of the Indenture, as described in further
detail in the Consent Solicitat
ion Statement. Any holder of Notes
that delivers a consent will be deemed to have consented to all (and
not only some) of the Proposed Waivers and all (and not only some) of
the Proposed Amendments. 
The Proposed Waivers, if approved by the requisite consents, would,
among other things: (i) waive the right of holders of Notes under the
Indenture to require Ameristar or Pinnacle to make a change of
control offer to repurchase the Notes in connection with the
Alternative Merger, the Planned Merger or the Post-Effective Merger;
and (ii) waive compliance with any covenant (other than with respect
to the due and punctual payment of principal of, and premium, if any,
and interest on the Notes) that would be violated as a result of the
Alternative Merger, the Post-Effective Merger and all other
transactions necessary to effect the Alternative Merger and
Post-Effective Merger (collectively, the "Transactions"), including
any payments made and indebtedness and guarantees incurred by
Ameristar and its restricted subsidiaries, provided that, immediately
after giving effect to the consummation of all of the Transactions,
the Consolidated Coverage Ratio of Pinnacle (as the successor to
Ameristar under the Indenture after the Post-Effective Merger) would
not be less than 2.00:1.00. 
The Proposed Amendments, if approved by the requisite consents,
would, among other things, amend Section 4.07 of the Indenture to
remove any restrictions with respect to any "Restricted Payments" (as
defined in the Indenture) (i) made or deemed to be made in connection
with the Alternative Merger, the Post-Effective Merger and the other
Transactions (including guarantees of indebtedness), provided that,
immediately after giving effect to the consummation of all of the
Transactions, the Consolidated Coverage Ratio of Pinnacle (as the
successor to Ameristar under the Indenture after the Post-Effective
Merger) would not be less than 2.00:1.00; or (ii) that would be
deemed impermissible "Payment Restrictions" under each of the
indentures governing Pinnacle's outstanding senior notes and senior
subordinated notes during the transitory period from the effective
time of the Alternative Merger until the effective time of the
Post-Effective Merger. The Proposed Amendments, if approved by the
requisite consents, also would amend certain other covenants and
provisions of the Indenture as described in the Consent Solicitation
Statement. 
The adoption of the Proposed Waivers and Proposed Amendments requires
the receipt of valid, unrevoked consents from holders of at least a
majority in aggregate principal amount of the outstanding Notes
(other than Notes held by Ameristar, any Note guarantor, or any
affiliates thereof). Consents may be revoked at any time by holders
of Notes prior to the execution of the supplemental indenture
effecting the Proposed Waivers and Proposed Amendments (the
"Supplemental Indenture"), but become irrevocable upon execution of
the Supplemental Indenture. Ameristar and the Note guarantors intend
to execute (and to request the trustee to execute pursuant to the
Indenture) the Supplemental Indenture promptly following the receipt
of the requisite consents. 
The Supplemental Indenture will be effective, and will bind all
holders of Notes (including those that did not give their consents),
immediately upon execution, but holders who do not deliver a consent
on or prior to the Expiration Time (as defined below) would not be
eligible to receive a consent fee payment. The Proposed Waivers will
become operative, if at all, immediately upon execution of the
Supplemental Indenture. The Proposed Amendments will become
operative, if at all, immediately prior to the effective time of the
Alternative Merger or the Planned Merger, except that the amendments
to Section 4.07 of the Indenture only will become operative, if at
all, immediately prior to the effective time of the Alternative
Merger, but not if the Planned Merger is consummated.  
The consent solicitation will expire at 5:00 p.m., New York City
time, on March 22, 2013 (as such time may be extended, the
"Expiration Time"). Ameristar may, subject to Pinnacle's approval,
terminate, extend or amend the consent solicitation at any time. If
the requisite consents are received on or prior to the Expiration
Time, and the other conditions to the payment of the consent fee
described in the Consent Solicitation Statement are satisfied, then
Pinnacle will provide the funds and cause Ameristar to pay to the
paying agent, on behalf of holders of Notes who delivered valid and
unrevoked consents to the Proposed Waivers and the Proposed
Amendments on or prior to the Expiration Time, an aggregate cash
payment equal to $10 per $1,000 principal amount of Notes for which
such consents are validly delivered and unrevoked, 50% of which will
be payable promptly after the Expiration Time and the remaining 50%
of which will be payable, if at all, promptly after the consummation
of either the Planned Merger or the Alternative Merger.  
The consent solicitation is being made solely on the terms and
subject to the conditions set forth in the Consent Solicitation
Statement and the accompanying Consent Letter. Holders of Notes are
urged to review the Consent Solicitation Statement and Conse
nt Letter
for the detailed terms of the consent solicitation and the procedures
for consenting to the Proposed Amendments and Proposed Waivers. Any
persons with questions regarding the consent solicitation should
contact the Solicitation Agents, J.P. Morgan at (212) 270-1200
(collect) or (800) 245-8812 (toll free), Goldman, Sachs & Co. at
(212) 902-5183 (collect) or (800) 828-3182 (toll free), Barclays at
(212) 528-7581 (collect) or (800) 438-3242 (toll free), BofA Merrill
Lynch at (980) 388-3646 (collect) or (888) 292-0070 (toll free),
Credit Agricole CIB at (212) 261-3678 (collect), Deutsche Bank
Securities at (212) 250-7527 (collect) or (855) 287-1922 (toll free),
UBS Investment Bank at (203) 719-7991 (collect) or Wells Fargo
Securities at (704) 410-4760 (collect) or (866) 309-6316 (toll free). 
This announcement is for informational purposes only and is neither
an offer to sell nor a solicitation of an offer to buy any security.
This announcement is also not a solicitation of consents with respect
to the Proposed Waivers and Proposed Amendments or any securities. No
recommendation is being made as to whether holders of Notes should
consent to the Proposed Waivers and Proposed Amendments. The
solicitation of consents is not being made in any jurisdiction in
which, or to or from any person to or from whom, it is unlawful to
make such solicitation under applicable state or foreign securities
or "blue sky" laws.  
About Ameristar Casinos  
Ameristar Casinos is an innovative casino gaming company featuring
the newest and most popular slot machines. Our 7,100 dedicated team
members pride themselves on delivering consistently friendly and
appreciative service to our guests. We continuously strive to
increase the loyalty of our guests through the quality of our slot
machines, table games, hotel, dining and other leisure offerings. Our
eight casino hotel properties primarily serve guests from Colorado,
Idaho, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi,
Missouri, Nebraska and Nevada. We began construction on our ninth
property, a casino resort in Lake Charles, La., in July 2012, which
we expect will open in the third quarter of 2014. We have been a
public company since 1993, and our stock is traded on the Nasdaq
Global Select Market. We generate more than $1 billion in net
revenues annually. 
Forward-Looking Statements  
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include information concerning possible or
assumed future results of operations, descriptions of our business
plans and strategies and the effect of the Proposed Waivers and
Proposed Amendments, the Planned Merger and the Alternative Merger on
the Notes or on Ameristar or Pinnacle after the Planned Merger or
Alternative Merger. These statements often include words such as
"anticipate," "expect," "suggest," "plan," "believe," "intend,"
"estimate," "target," "project," "forecast," "should," "could,"
"would," "may," "will" and other similar expressions. We have based
these forward-looking statements on our current expectations, plans
and assumptions that we have made in light of our experience in the
industry, as well as our perceptions of historical trends, current
conditions, expected future developments and other factors we believe
are appropriate under the circumstances and at the time such
statements were made. Although we believe that these forward-looking
statements are based on reasonable assumptions, you should be aware
that many important factors could affect Ameristar's, Pinnacle's or
the combined company's actual financial condition, results of
operations, the Proposed Waivers and Proposed Amendments, the Planned
Merger, the Alternative Merger or the Notes, and could cause actual
results to differ materially from those expressed in the
forward-looking statements. Such factors include, but are not limited
to, those set forth under the heading "Solicitation Considerations"
in the Consent Solicitation Statement, in the respective Annual
Reports on Form 10-K of Ameristar and Pinnacle for the fiscal year
ended December 31, 2012 and in any report, statement or other
information of Ameristar and Pinnacle that is incorporated by
reference in the Consent Solicitation Statement. You should consider
these areas of risk in connection with considering any
forward-looking statements that may be made by us generally. The
forward-looking statements contained in this press release speak only
as of the date of this press release. Except as may be required by
the federal securities laws, we undertake no obligation to revise
these forward-looking statements to reflect events or circumstances
arising after the date of this press release or to reflect the
occurrence of unanticipated events.  
Visit Ameristar Casinos' website at www.ameristar.com (which shall
not be deemed to be incorporated in or a part of this news release). 
CONTACT:
Tom Steinbauer
Senior Vice President
Chief Financial Officer
Ameristar Casinos, Inc.
702-567-7000