Ameristar Casinos, Inc. Announces Successful Completion of Consent Solicitation
Relating to 7.50% Senior Notes Due 2021
LAS VEGAS, NV -- (Marketwired) -- 04/02/13 -- Ameristar Casinos,
Inc. (NASDAQ: ASCA) ("Ameristar") announced today the successful
completion of its previously announced solicitation of consents (the
"Consent Solicitation") from holders of the $1,040,000,000
outstanding principal amount of its 7.50% Senior Notes due 2021 (the
"Notes") for waivers (the "Waivers") of and amendments (the
"Amendments") to certain provisions of the indenture governing the
Notes (the "Indenture"). Ameristar commenced the Consent Solicitation
at the request and expense of Pinnacle Entertainment, Inc.
("Pinnacle") in connection with the previously announced proposed
merger between Ameristar and Pinnacle (the "Merger"). The Consent
Solicitation was made on the terms and subject to the conditions set
forth in the Consent Solicitation Statement, dated March 18, 2013,
and the accompanying Consent Letter, each as amended and supplemented
by a Supplement dated March 25, 2013.
Ameristar received the requisite consents from holders of the Notes
to the Waivers and Amendments prior to the Consent Solicitation's
expiration time of 5:00 p.m., New York City time, on April 2, 2013
(the "Expiration Time"). As a result, Ameristar, the subsidiary
guarantors of Ameristar, and Wilmington Trust, National Association,
as trustee, have entered into a Fourth Supplemental Indenture, dated
as of April 2, 2013 (the "Supplemental Indenture"), to effect the
Waivers and Amendments at the operative times and subject to the
other terms and conditions set forth in the Supplemental Indenture.
Upon the execution of the Supplemental Indenture, consents received
from holders of the Notes became irrevocable under the terms of the
Holders of the Notes will be entitled to receive an aggregate consent
fee of $19.00 for each $1,000 in principal amount of the Notes for
which consents were 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 consummation of the Merger.
About Ameristar Casinos
Ameristar Casinos is an innovative casino gamin
g 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 Waivers and
the 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 Merger, the Waivers and 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 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).
Senior Vice President, Chief Financial Officer
Ameristar Casinos, Inc.
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