Ameristar Casinos, Inc. (NASDAQ: ASCA) announced today that it has
commenced a cash tender offer (the "Offer") for any and all of the
outstanding $650,000,000 aggregate principal amount of its 9 1/4%
Senior Notes due 2014 (CUSIP Nos. 03070QAL5 and 03070QAK7) (the
"Notes") and a solicitation of consents to certain proposed
amendments to the indenture governing the Notes (the "Indenture").
The Offer is scheduled to expire at 11:59 p.m., New York City
time, on April 25, 2011, unless extended or earlier terminated (the
"Expiration Time"). Holders who validly tender their Notes and
provide their consents to the amendments to the Indenture before
5:00 p.m., New York City time, on April 11, 2011, unless extended
(the "Consent Expiration"), will be eligible to receive the total
consideration (as discussed below). The Offer contemplates an early
settlement option, so that holders whose Notes are validly tendered
prior to the Consent Expiration and accepted for purchase could
receive payment prior to the Expiration Time. Tenders of Notes may
be validly withdrawn and consents may be validly revoked until the
Withdrawal Time (defined below).
The total consideration for each $1,000 principal amount of
Notes validly tendered and not validly withdrawn prior to the
Consent Expiration is $1,100.14, which includes a consent payment
of $30.00 per $1,000 principal amount of Notes. Holders tendering
after the Consent Expiration will be eligible to receive only the
tender offer consideration, which is $1,070.14 for each $1,000
principal amount of Notes, and does not include a consent payment.
Holders whose Notes are purchased in the Offer will also receive
accrued and unpaid interest from the most recent interest payment
date for the Notes to, but not including, the applicable settlement
date.
In connection with the Offer, Ameristar is soliciting consents
to certain proposed amendments to the Indenture. Holders may not
tender their Notes without delivering consents or deliver consents
without tendering their Notes. No consent payments will be made in
respect of Notes tendered after the Consent Expiration. Following
receipt of the consent of holders of at least a majority in
aggregate principal amount of the Notes, Ameristar will execute a
supplemental indenture to amend the Indenture to eliminate
substantially all of the restrictive covenants and certain events
of default in the Indenture.
Tendered Notes may be withdrawn and consents may be revoked
before 5:00 p.m., New York City time, on April 11, 2011, unless
extended (the "Withdrawal Time"), but generally not later. Any
extension, termination or material amendment of the Offer will be
followed as promptly as practicable by a public announcement
thereof.
The Offer is subject to the satisfaction of certain conditions,
including: (1) receipt of consents to the amendments to the
Indenture from holders of a majority in principal amount of the
outstanding Notes, (2) execution of a supplemental indenture
effecting the amendments, (3) consummation of new debt financing
raising net proceeds in an amount sufficient to fund, among other
things, the Offer and (4) certain other customary conditions.
The complete terms and conditions of the Offer are described in
the Offer to Purchase and Consent Solicitation Statement dated
March 29, 2011, copies of which may be obtained from D.F. King
& Co., Inc., the depositary and information agent for the
Offer, at (800) 829-6551 (US toll free) or, for banks and brokers,
(212) 269-5550.
Ameristar has engaged Wells Fargo Securities, LLC and Deutsche
Bank Securities Inc. to act as the exclusive dealer managers and
solicitation agents in connection with the Offer. Questions
regarding the terms of the Offer may be directed to Wells Fargo
Securities, Liability Management Group, at (866) 309-6316 (US
toll-free) and (704) 715-8341 (collect) or to Deutsche Bank
Securities, Liability Management Group, at (855) 287-1922 (US
toll-free) and (212) 250-7527 (collect).
This announcement is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consents with respect to
any securities. The Offer is being made solely by the Offer to
Purchase and Consent Solicitation Statement dated March 29, 2011.
The Offer is not being made to holders of Notes in any jurisdiction
in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such
jurisdiction.
Forward-Looking Information
This release contains certain forward-looking information that
generally can be identified by the context of the statement or the
use of forward-looking terminology, such as "believes,"
"estimates," "anticipates," "intends," "expects," "plans," "is
confident that," "should" or words of similar meaning, with
reference to Ameristar or our management. Similarly, statements
that describe our future plans, objectives, strategies, financial
results or position, operational expectations or goals, including
with respect to the Offer and consent solicitation and related
financing plans, are forward-looking statements. It is possible
that our expectations may not be met due to various factors, many
of which are beyond our control, including uncertainties concerning
the availability of acceptable financing, and we therefore cannot
give any assurance that such expectations will prove to be correct.
For a discussion of relevant factors, risks and uncertainties that
could materially affect our future results, attention is directed
to "Item 1A. Risk Factors" and "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations" in our
Annual Report on Form 10-K for the year ended December 31,
2010.
About Ameristar Ameristar Casinos, Inc. is
a leading Las Vegas-based gaming and entertainment company known
for its premier properties characterized by state-of-the-art casino
floors and superior dining, lodging and entertainment offerings.
Ameristar's focus on the highest quality gaming experience and
exceptional guest service has earned it leading positions in the
markets in which it operates. Founded in 1954 in Jackpot, Nev.,
Ameristar has been a public company since November 1993. The
Company has a portfolio of eight casinos in seven markets:
Ameristar Casino Resort Spa St. Charles (greater St. Louis);
Ameristar Casino Hotel East Chicago (Chicagoland area); Ameristar
Casino Hotel Kansas City; Ameristar Casino Hotel Council Bluffs
(Omaha, Neb., and southwestern Iowa); Ameristar Casino Hotel
Vicksburg (Jackson, Miss., and Monroe, La.); Ameristar Casino
Resort Spa Black Hawk (Denver metropolitan area); and Cactus Petes
Resort Casino and The Horseshu Hotel and Casino in Jackpot, Nev.
(Idaho and the Pacific Northwest).
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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