Market Snapshot
  • U.S.
  • Europe
  • Asia
Ticker Volume Price Price Delta
DJIA 16,501.65 0.00 0.00%
S&P 500 1,878.61 3.22 0.17%
NASDAQ 4,148.34 21.37 0.52%
Ticker Volume Price Price Delta
STOXX 50 3,189.81 13.84 0.44%
FTSE 100 6,703.00 28.26 0.42%
DAX 9,548.68 4.49 0.05%
Ticker Volume Price Price Delta
NIKKEI 14,404.99 -141.28 -0.97%
TOPIX 1,164.90 -8.91 -0.76%
HANG SENG 22,562.80 53.16 0.24%

Pinnacle Entertainment Announces Commencement of Private Offering of Senior Notes



Pinnacle Entertainment Announces Commencement of Private Offering of Senior
Notes

LAS VEGAS, July 30, 2013 (GLOBE NEWSWIRE) -- Pinnacle Entertainment, Inc.
(NYSE:PNK) announced today that PNK Finance Corp., its wholly-owned
subsidiary, commenced an offering, subject to market and customary conditions,
of up to $800 million in aggregate principal amount of senior unsecured notes.

Pinnacle intends to use the net proceeds from the proposed offering, together
with proceeds from an anticipated new senior secured credit facility, to
finance the aggregate cash consideration for its pending acquisition of
Ameristar Casinos, Inc. ("Ameristar"), pay related transaction fees and
expenses, redeem its existing 8.625% senior notes due 2017 and provide working
capital and funds for general corporate purposes after the acquisition. The
offering is expected to be completed in August of 2013, prior to the expected
consummation of Pinnacle's acquisition of Ameristar.

The notes will initially be issued by PNK Finance Corp. Upon consummation of
the acquisition of Ameristar, the proceeds from the offering are expected to
be released from escrow, PNK Finance Corp. will merge with and into Pinnacle,
with Pinnacle continuing as the surviving entity, and Pinnacle will be the
obligor of the notes. The notes will be senior unsecured obligations of
Pinnacle and, after Pinnacle becomes the obligor under the notes, will be
guaranteed by substantially all of Pinnacle's subsidiaries (which will include
Ameristar's former subsidiaries). If the acquisition is not consummated, the
proceeds held in escrow will be returned to the purchasers.

The notes will not be registered under the Securities Act of 1933, as amended
(the "Securities Act"), or any state securities laws and may not be offered or
sold in the United States or to any U.S. persons absent registration under the
Securities Act, or pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and applicable state securities laws. The notes is being offered only to
"qualified institutional buyers" under Rule 144A of the Securities Act or,
outside the United States, to persons other than "U.S. persons" in compliance
with Regulation S under the Securities Act.

This press release is issued pursuant to Rule 135c of the Securities Act, is
for informational purposes only and shall not constitute an offer to sell nor
the solicitation of an offer to buy the notes or any other securities. The
offering of the notes will not be made to any person in any jurisdiction in
which the offer, solicitation or sale is unlawful. The offering has not been
approved by any gaming regulatory authority having jurisdiction over any of
Pinnacle's or Ameristar's casino operations.

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 current expectations and are subject to
uncertainty and changes in circumstances. These forward-looking statements
include, among others, statements regarding Pinnacle's expectations with
respect to the proposed offering of the notes by PNK Finance Corp. and to
complete the transaction with Ameristar. There is no assurance that the
proposed offering of the notes will be completed and 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) market
conditions for corporate debt generally, for the securities of gaming,
hospitality and entertainment companies and for Pinnacle's indebtedness in
particular; (b) the anticipated terms of the notes; (c) the timing and ability
of Pinnacle to consummate the proposed offering; (d) the anticipated use of
proceeds and difficulties, delays or unexpected costs in offering the notes,
(e) timing to consummate a potential transaction between Pinnacle and
Ameristar may be delayed based on circumstances beyond Pinnacle's control,
including the ability of Pinnacle to reach a resolution with the Federal Trade
Commission ("Commission"); (f) the ability and timing to complete the
dispositions proposed as part of the effort to reach a resolution with the
Commission; (g) the ability and timing to obtain required regulatory approvals
and satisfy or waive other closing conditions; (h) 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; (i)
the requirement to satisfy closing conditions to the merger as set forth in
the merger agreement; and (j) the risk factors disclosed in Pinnacle's most
recent Annual Report on Form 10-K, which Pinnacle filed with the Securities
and Exchange Commission on March 1, 2013 and in all reports on Forms 10-K,
10-Q and 8-K filed with the Securities and Exchange Commission by Pinnacle
subsequent to the filing of the Form 10-K for the year ended December 31,
2012. Forward-looking statements reflect Pinnacle's analysis as of the date of
this press release. Pinnacle does 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.

CONTACT: Investor Relations
         Vincent J. Zahn, CFA
         Vice President, Finance and Investor Relations
         702/541-7777 or investors@pnkmail.com
        
         Media Relations
         Kerry Andersen
         Director, Public Relations
         337/395-7631 or kandersen@pnkmail.com

Pinnacle Entertainment, Inc. Logo
Sponsored Links
Advertisement
Advertisements
Sponsored Links
Advertisement