Board of Directors of Full House Resorts, Inc. Announces Initiation of Sale Process
October 22 2014 - 7:00AM
Business Wire
Full House Resorts, Inc. (NASDAQ:FLL), a developer and manager
of gaming facilities throughout the country, today announced that
the Company’s Board of Directors has authorized management to
initiate a process for the sale of the Company.
After its evaluation of strategic alternatives, the Board of
Directors has determined that pursuing a sale of the Company is the
best course of action to maximize stockholder value and is
accordingly in the best interest of all stockholders. The Company
will continue to work with Macquarie Capital as its financial
advisor and Latham & Watkins LLP as its legal advisor as it
pursues the sale process.
The Company welcomes the dissident stockholder group to
participate in the sale process. However, the Company does not
believe that granting the dissident stockholder group effective
control of the Company’s Board of Directors without the payment of
a control premium will maximize stockholder value. In the meantime,
the Company encourages stockholders not to support the disruptive
and expensive process to call a special meeting initiated by the
dissident stockholders.
About Full House Resorts, Inc.
Full House owns, develops and manages gaming facilities
throughout the country. The Rising Star Riverboat Casino in Rising
Sun, Indiana has 35,000 square feet of gaming space with 940 slot
and video poker machines and 30 table games. The property includes
294 hotel rooms, a pavilion with five food and beverage outlets, an
18-hole Scottish links golf course and a large, multi-purpose Grand
Theater for concerts and performance events as well as meetings and
conventions. The Silver Slipper Casino in Hancock County,
Mississippi, has 37,000 square feet of gaming space with almost
1,000 slot and video poker machines, 26 table games, and the only
live Keno game on the Gulf Coast. The property includes a fine
dining restaurant, buffet, quick service restaurant and two casino
bars. Stockman’s Casino in Fallon, Nevada has 8,400 square feet of
gaming space with approximately 265 gaming machines, four table
games and a keno game. The Company also operates the Grand Lodge
Casino at the Hyatt Regency Lake Tahoe Resort, Spa and Casino in
Incline Village, Nevada on the north shore of Lake Tahoe under a
lease agreement with the Hyatt organization. Further information
about Full House Resorts can be viewed on its website at
www.fullhouseresorts.com.
Forward-looking Statements
Some of the statements made in this release are forward-looking
statements. These forward-looking statements are based upon Full
House’s current expectations and projections about future events
and generally relate to Full House’s plans, objectives and
expectations for Full House’s business. Although Full House’s
management believes that the plans and objectives expressed in
these forward-looking statements are reasonable, the outcome of
such plans, objectives and expectations involve risks and
uncertainties including without limitation, regulatory approvals,
including the ability to maintain a gaming license in Indiana,
Nevada and Mississippi, financing sources and terms, integration of
acquisitions, competition and business conditions in the gaming
industry, including competition from Ohio casinos and any possible
authorization of gaming in Kentucky. Additional information
concerning potential factors that could affect Full House’s
financial condition and results of operations is included in the
reports Full House files with the Securities and Exchange
Commission, including, but not limited to, its Form 10-K for the
most recently ended fiscal year.
Important Additional Information and Where to Find It
This press release may be deemed to be solicitation material in
respect of the proposed director nominations made by a small group
of stockholders (the “Proposals”). In connection with the
Proposals, the Company may file relevant materials, including other
soliciting materials, with the Securities and Exchange Commission
(the “SEC”). BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S
STOCKHOLDERS ARE URGED TO CAREFULLY READ ALL SUCH SOLICITING
MATERIAL IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER
DOCUMENTS THAT THE COMPANY MAY FILE WITH THE SEC IN CONNECTION WITH
THE PROPOSALS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Stockholders will be able to obtain, free of charge, copies of any
solicitation materials and any other documents filed by the Company
with the SEC at the SEC’s website at www.sec.gov. In addition,
copies will also be available at no charge at the Investors section
of the Company’s website at
http://www.fullhouseresorts.com/investors.php.
Participants in the Solicitation
The Company and its directors, executive officers and other
employees and persons may be deemed to be “participants” in the
solicitations of proxies from the Company’s stockholders in
connection with the Proposals. Information regarding the persons
who may, under the rules of the SEC, be considered to be
participants in the solicitation of the Company’s stockholders in
connection with the Proposals and their respective interests in the
Company by security holdings or otherwise is set forth in the
Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2013, filed with the SEC on March 10, 2014 (the
“Annual Report”) and other materials to be filed with the SEC. To
the extent holdings of the Company’s securities have changed since
the amounts printed in the Annual Report, such changes have been
reflected on Initial Statements of Beneficial Ownership on Form 3
or Statements of Change in Ownership on Form 4 filed with the SEC.
These documents are available free of charge at the SEC’s website
at www.sec.gov.
Full House Resorts, Inc.Mark Miller, 702-221-7800Chief Operating
Officerwww.fullhouseresorts.comorICRDan Foley,
203-604-4553investors@fullhouseresorts.com
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