Ameristar Casinos, Inc. Announces Increase of Consent Fee, Extension of
Expiration Time and Other Amendments to Consent Solicitation
Relating to 7.50% Senior Notes Due 2021
LAS VEGAS, NV -- (Marketwire) -- 03/25/13 -- Ameristar Casinos, Inc.
(NASDAQ: ASCA) ("Ameristar") announced today that, pursuant to a
supplement dated March 25, 2013 (the "Supplement") to the Consent
Solicitation Statement dated March 18, 2012 (the "Consent
Solicitation Statement"), at the request and expense of Pinnacle
Entertainment, Inc. ("Pinnacle"), it has amended the terms of its
previously announced consent solicitation (the "Consent
Solicitation") seeking consents from holders of the $1,040,000,000
outstanding principal amount of its 7.50% Senior Notes due 2021 (the
"Notes") for waivers (the "Proposed Waivers") of and amendments (the
"Proposed Amendments") to certain provisions of the indenture
governing the Notes (the "Indenture"). Ameristar commenced the
Consent Solicitation at the request and expense of Pinnacle in
connection with the previously announced proposed merger between
Ameristar and Pinnacle (the "Merger").
Pursuant to the Supplement, Ameristar has increased the consent fee
payable to consenting holders from $10.00 to $19.00 for each $1,000
in principal amount of the Notes for which consents are validly
delivered and unrevoked on or prior to the Expiration Time, 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
date of the consummation of the Merger, subject, in each case, to the
conditions described in the Consent Solicitation Statement.
In addition, the Consent Solicitation, which was previously scheduled
to expire at 5:00 p.m., New York City time, on March 27, 2013, has
been further extended to 5:00 p.m., New York City time, on April 2,
2013, unless further extended or terminated by Ameristar.
The amended terms of the Consent Solicitation also would reduce the
capacity of Pinnacle, as the successor to Ameristar under the
Indenture upon consummation of the Alternative Merger and
Post-Effective Merger (as such terms are defined in the Consent
Solicitation Statement), to make certain restricted payments under
the Indenture from and after the effective time of the Post-Effective
Merger. The amended terms of the Consent Solicitation also amend and
supplement other terms of the Consent Solicitation Statement as
described in the Supplement.
All other terms and conditions of the Consent Solicitation, as set
forth in the Consent Solicitation Statement and the Consent Letter,
in each case, as amended and supplemented by the Supplement, remain
the same. Holders of the Notes who have previously delivered consents
do not need to redeliver such consents or take any other action in
response to this announcement in order to receive the increased
consent fee upon the successful conclusion of the Consent
Solicitation and any such previously delivered consents shall be
deemed to include a consent to the additional amendments and
supplements contained in the Supplement. Consents (whether previously
or hereafter delivered) may only be revoked in the manner described
in the Consent Solicitation Statement.
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, each as amended and
supplemented by the Supplement. Holders of the Notes are urged to
review the Consent Solicitation Statement, the Consent Letter and the
Supplement 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
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 effects of the Merger, the Proposed
Waivers and the Proposed Amendments on the Notes or on Ameristar or
Pinnacle after the Merger, if consummated. 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 or results of operations, the proposed merger
between Ameristar and Pinnacle, the Proposed Waivers and Proposed
Amendments, 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
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).
Senior Vice President, Chief Financial Officer
Ameristar Casinos, Inc.
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