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 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 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 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
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