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Pinnacle Entertainment Completes Acquisition of Ameristar Casinos, Inc.



Pinnacle Entertainment Completes Acquisition of Ameristar Casinos, Inc.

LAS VEGAS, Aug. 14, 2013 (GLOBE NEWSWIRE) -- Pinnacle Entertainment, Inc.
(NYSE:PNK) ("Pinnacle" or the "Company") announced today that it has completed
the acquisition of Ameristar Casinos, Inc. (Nasdaq:ASCA) ("Ameristar"). As
previously announced, Ameristar stockholders are receiving $26.50 per share in
cash for each share of Ameristar common stock. The transaction is valued at
approximately $2.8 billion, including assumed debt. The acquisition is
expected to be immediately accretive to Pinnacle Entertainment's free cash
flow and earnings per share. Pinnacle Entertainment also announced today the
closing of a $2.6 billion amended and restated senior secured credit
facility. The proceeds from the amended and restated senior secured credit
facility, along with the proceeds from a recent 6.375% senior unsecured note
offering, were utilized by the Company to finance the aggregate cash
consideration for the acquisition of Ameristar, refinance its and Ameristar's
existing credit facilities, pay related transaction fees and expenses, redeem
its existing 8.625% senior notes due 2017 and will provide working capital and
funds for general corporate purposes.

As a result of the transaction, the Company added eight properties and will
operate a total of 16 properties in nine states, excluding the Ameristar
Casino Lake Charles development project and Pinnacle's Lumiere Place Casino
and Hotels which are potentially being divested as described below.

"We are delighted to announce the successful completion of this transaction
marking a beginning to a merger of two dynamic companies that will be even
better together," commented Anthony Sanfilippo, Chief Executive Officer of
Pinnacle Entertainment. "With this transaction, we have doubled the size of
our Company, the gaming and entertainment options for our guests, and career
opportunities for our team members."

Carlos Ruisanchez, President and Chief Financial Officer of Pinnacle
Entertainment, commented, "We are optimistic and excited about the benefits
that this fortified platform will provide our combined Company, including
lower risk through increased operational and financial diversification, as
well as a lower cost of capital and benefits from synergies and efficiencies
of scale. We expect the merger to be immediately accretive to our earnings and
free cash flow, and plan to use this enhanced free cash flow stream to repay
debt and reduce our leverage."

Sanfilippo concluded, "We now move forward in a collaborative manner with a
clear focus on achieving a seamless integration, maximizing the synergies
between these two complementary asset portfolios, and unlocking the value that
is created by this much larger Company. Pinnacle is well positioned for a
bright future, offering an even more efficient Company with sustainable
long-term value for our stakeholders."

Sales of Ameristar Casino Lake Charles and Lumiere Place Casino and Hotels

The Company has agreed to divest the Ameristar Casino Lake Charles development
project and Lumiere Place Casino and Hotels in order to obtain Federal Trade
Commission ("FTC") clearance to complete the merger and pursuant to a consent
order accepted by the FTC for public comment on August 12, 2013. The Company
expects to use the proceeds from these planned divestitures to repay term
loans and reduce leverage. 

The Company has already entered into a definitive agreement to sell the
Ameristar Casino Lake Charles development project to Golden Nugget. Under the
terms of the agreement, Golden Nugget will pay total consideration equal to
all cash expenditures on the development up until the date of closing, and the
assumption of all outstanding payables related to the project at that time,
less a $37 million credit. Golden Nugget will complete the development project
following the closing of the transaction. Ameristar has previously disclosed
that through June 30, 2013, it had invested total capital of $213.9 million in
the Lake Charles project, including the original purchase price, capital
expenditures and escrow deposits. The Company expects to complete the
divestiture of the Ameristar Casino Lake Charles development project by the
end of 2013.

The Company is in advanced discussions with potential buyers of Lumiere Place
Casino and Hotels, and expects to enter into a definitive agreement for its
divestiture in the third quarter of 2013. In the trailing 12-month period
ended June 30, 2013, the net revenues and Adjusted EBITDA for Pinnacle's St.
Louis segment were $387 million and $99 million, respectively, with Lumiere
Place Casino and Hotels comprising 49% and 35% of those segment results,
respectively. There can be no assurance that an agreement will be entered into
on attractive terms, or at all.

The potential dispositions described above remain subject to the approval of
the FTC and gaming regulatory approvals and other customary closing
conditions.

Equity Grants to Employees of Ameristar

In connection with the closing of the merger, certain employees of Ameristar
Casinos, Inc. were granted awards of options and restricted stock units as an
inducement for employment with Pinnacle. 

Michelle Shriver was granted 40,000 options and 16,000 restricted stock units,
Troy Stremming was granted 30,000 options and 12,000 restricted stock units,
and Jack Mohn was granted 24,000 options and 10,000 restricted stock
units. Jim Franke, Sean Barnard, Monty Terhune, Sherri Summers, George
Stadler, Matt Schuffert and Andy Hamblen were each granted 20,000 options and
8,000 restricted stock units. Toni Pepper, Bob Sobczyk, Dave Clark, and Jan
Carpineto were each granted 16,000 options and 6,000 restricted stock
units. Steve Peate, Will Israel, Michael Adams, Annie Jenkins and Valerie
Stewart were each granted 12,000 options and 4,000 restricted stock
units. Denise White, Michelle Lane, Dan Redding, Ricky D'Costa and Kim Planck
were each granted 10,000 options and 3,000 restricted stock units.

The awards described above were approved by Pinnacle's Compensation Committee
and granted outside of its 2005 Equity Incentive and Performance Plan, as
amended, pursuant to the exemption provided by New York Stock Exchange Rule
303A.08. The options vest over four years and have a seven-year term and the
restricted stock units vest over four years. The exercise price of the options
is $21.96 per share.

Goldman, Sachs & Co. served as the exclusive financial advisor and Morrison &
Foerster LLP served as the legal advisor to Pinnacle. J.P. Morgan, Goldman,
Sachs & Co. and a group of ten other banks 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.

About Pinnacle Entertainment

Pinnacle Entertainment, Inc. owns and operates 15 casinos, located in
Colorado, Indiana, Iowa, Louisiana, Mississippi, Missouri and Nevada, and a
racetrack in Ohio. In addition, Pinnacle is redeveloping River Downs in
Cincinnati, Ohio, into a gaming entertainment facility, owns a minority
interest in Asian Coast Development (Canada) Ltd., an international
development and real estate company currently operating Vietnam's first
large-scale integrated resort on the Ho Tram Strip, and holds a majority
interest in the racing license owner, as well as a management contract, for
Retama Park Racetrack outside of San Antonio, Texas.

Forward-Looking Statements

All statements included in this press release, other than historical
information or statements of historical fact, are "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. These forward-looking statements,
including statements regarding the Company's future cash flows and earnings
per share; future growth; the execution or completion of the divestitures
required by the Federal Trade Commission ("Commission") in connection with the
Ameristar acquisition; the ability of the Company to continue to meet its
financial and other covenants governing its indebtedness; the ability of the
Company to reduce its debt; the expected synergies and benefits of the
combination of the Company and Ameristar, including the expected accretive
effect of the merger on the Company's cash flow, profit, and other financial
results; the anticipated benefits of geographic diversity that would result
from the merger and the expected results of Ameristar's gaming properties,
prospective performance and opportunities; are based on management's current
expectations and are subject to risks, uncertainties and changes in
circumstances that could significantly affect future results. Accordingly, the
Company cautions that the forward-looking statements contained herein are
qualified by important factors and uncertainties that could cause actual
results to differ materially from those reflected by such statements. Such
factors and uncertainties include, but are not limited to: (a) the Company's
ability to realize the synergies contemplated by the merger between the
Company and Ameristar; (b) the Company's ability to promptly and effectively
integrate the business of Pinnacle and Ameristar; (c) the ability and timing
to complete the dispositions required as part of the consent order with the
Commission; (d) the Company's business may be sensitive to reductions in
consumers' discretionary spending as a result of downtowns in the economy; (e)
the global financial crisis may have an impact on the Company's business and
financial condition in ways that the Company currently cannot accurately
predict; (f) significant competition in the gaming industry in all of the
Company's markets could adversely affect the Company's revenues and
profitability; (g) the terms of the Company's amended and restated credit
facility and the indentures governing its senior and subordinated indebtedness
impose operating and financial restrictions on the Company; and (h) other
risks, including those as may be detailed from time to time in the Company's
filings with the Securities and Exchange Commission ("SEC"). For more
information on the potential factors that could affect the Company's financial
results and business, review the Company's filings with the SEC, including,
but not limited to, its Annual Report on Form 10-K, its Quarterly Reports on
Form 10-Q and its Current Reports on Form 8-K.

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, Media Relations & Public Affairs
         337-395-7631 or kandersen@pnkmail.com

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