LAS VEGAS, March 5, 2012 /PRNewswire/ -- Pinnacle
Entertainment, Inc. (NYSE: PNK) announced today that it is
commencing a cash tender offer for any and all of its outstanding
7.5% Senior Subordinated Notes due 2015 (the "Notes"). The
consideration to be paid for validly tendered Notes will be equal
to either $1,030 per $1,000 principal amount of such Notes (the "Total
Consideration"), which includes a consent payment of $30 per $1,000
principal amount of Notes, payable for Notes tendered on or prior
to the Consent Date (as defined below); or $1,000 per $1,000
principal amount of such Notes (the "Purchase Price") for Notes
tendered after the Consent Date and on or prior to the expiration
of the tender offer and consent solicitation. The aggregate
principal amount of Notes currently outstanding is $385 million. The Company intends to fund
the tender offer through a debt financing.
The Company is soliciting consents for proposed amendments to
the indenture under which the Notes were issued that would
eliminate substantially all of the restrictive covenants and
certain events of default contained in the indenture. The
proposed amendments to the indenture will be set forth in a
supplemental indenture and are described in more detail in the
Offer to Purchase and Consent Solicitation Statement for the tender
offer. The supplemental indenture will not be executed unless
and until the Company has received consents from holders of a
majority of outstanding principal amount of the Notes, and the
amendments will not become operative unless and until the Company
has accepted for purchase the Notes pursuant to the Offer to
Purchase and Consent Solicitation Statement. Holders who
tender their Notes will be deemed to consent to the proposed
amendments, and holders who consent will be required to tender
their Notes.
The consent solicitation will expire at 12:00 midnight,
New York City time, on
Friday, March 16, 2012, unless
extended or earlier terminated (such date and time, as they may be
extended, the "Consent Date"). Tendered Notes may not be
withdrawn after the Consent Date except as required by applicable
law. The tender offer will expire at 12:00 midnight,
New York City time, on
Friday, March 30, 2012, unless
extended or earlier terminated. Holders whose Notes are
validly tendered and accepted for purchase will be paid accrued and
unpaid interest to, but not including, the day the Company deposits
with the depositary funds sufficient to purchase Notes accepted in
the tender offer.
The Company's obligation to accept Notes tendered and to pay the
Total Consideration or the Purchase Price, as applicable, is
subject to a number of conditions that are set forth in the Offer
to Purchase and Consent Solicitation and the Letter of Transmittal
and Consent for the tender offer, including the tender of at least
$200 million in aggregate principal
amount of Notes, the execution of the supplemental indenture and
the completion of the proposed financing in an amount sufficient to
purchase the Notes tendered in the offer and to redeem any Notes
not purchased in the offer.
To the extent that the tender offer for the Notes is
undersubscribed and there remain Notes outstanding, the Company
intends to redeem the remaining Notes outstanding with the
remaining net proceeds of the debt financing. The redemption
price for Notes is currently 103.750% of principal amount, plus
accrued and unpaid interest, which decreases to 101.875% on or
after June 15, 2012. Any subsequent
redemption will be done in accordance with the terms of the
indenture governing the Notes.
J.P. Morgan Securities LLC has been retained as the dealer
manager for the tender offer and as the solicitation agent for the
consent solicitation. Questions concerning the terms of the
tender offer and consent solicitation should be directed to J.P.
Morgan Securities LLC, Liability Management Group, at (800)
245-8812. The Bank of New York Mellon Trust Company, N.A. is
the tender and paying agent in connection with the tender offer and
consent solicitation. D.F.
King & Co., Inc. is the information agent for the tender
offer and consent solicitation. Requests for copies of the
Offer to Purchase and Consent Solicitation Statement and Letter of
Transmittal and Consent should be directed to the information agent
at (800) 755-7250.
The complete terms and conditions of the tender offer are set
forth in the Offer to Purchase and Consent Solicitation Statement
and Letter of Transmittal and Consent that will be mailed to
holders of the Notes. Holders of the Notes are urged to read
the tender offer documents carefully because they contain important
information.
This press release shall not constitute an offer to purchase, a
solicitation of an offer to purchase a solicitation of consents or
a notice of redemption with respect to any Notes.
This press release includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements included herein, other than
statements of historical fact, may constitute forward-looking
statements, including statements concerning the proposed debt
financing and the anticipated use of the net proceeds from such
offering. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can
give no assurance that such expectations will prove to be
correct. Important factors that could cause actual results to
differ materially from the Company's expectations are disclosed in
the risk factors contained in the Company's Annual Report on Form
10-K filed with the Securities and Exchange Commission on
February 29, 2012 and other filings
made by the Company with the Commission. All forward-looking
statements are expressly qualified in their entirety by such
factors.
About Pinnacle Entertainment
Pinnacle Entertainment, Inc. owns and operates seven casinos,
located in Louisiana, Missouri, Indiana and Nevada, and a racetrack in Ohio.
Pinnacle is also developing L'Auberge Casino & Hotel Baton
Rouge. Pinnacle also owns a 26% equity stake in Asian Coast
Development (Canada), Ltd., an
international development and real estate company currently
developing Vietnam's first
large-scale integrated casino-resort. For more information
about Pinnacle Entertainment, please visit www.pnkinc.com.
SOURCE Pinnacle Entertainment, Inc.