Ameristar Casinos, Inc. (NASDAQ: ASCA) ("Ameristar") announced
today that it is soliciting consents from holders of the
$1,040,000,000 outstanding principal amount of its 7.50% Senior
Notes due 2021 (the "Notes") to approve waivers (the "Proposed
Waivers") of and amendments (the "Proposed Amendments") to certain
provisions of the indenture governing the Notes (the "Indenture").
The terms and conditions of the consent solicitation are set forth
in a Consent Solicitation Statement (the "Consent Solicitation
Statement") and Consent Letter (the "Consent Letter") to be
distributed to all holders of the Notes as of 5:00 p.m., New York
City time, on March 15, 2013, which is the record date for the
consent solicitation.
Ameristar is undertaking the consent solicitation at the request
and expense of Pinnacle Entertainment, Inc. ("Pinnacle") pursuant
to the agreement and plan of merger, by and among Ameristar,
Pinnacle, PNK Holdings, Inc., a wholly-owned subsidiary of Pinnacle
("HoldCo"), and PNK Development 32, Inc., a wholly-owned subsidiary
of HoldCo ("Merger Sub"), providing for the merger of Merger Sub
with and into Ameristar (the "Planned Merger"), with Ameristar as
the surviving corporation or, at the election of Pinnacle if the
requisite consents to the Proposed Waivers and Proposed Amendments
are received, the merger of HoldCo with and into Ameristar, with
Ameristar as the surviving corporation (the "Alternative Merger").
If Pinnacle elects to proceed with the Alternative Merger,
immediately or as promptly as practicable after consummation of the
Alternative Merger, Ameristar will be merged with and into
Pinnacle, with Pinnacle as the surviving corporation (the
"Post-Effective Merger").
The receipt of the requisite consents to the Proposed Waivers
and Proposed Amendments is not a condition to Pinnacle's
acquisition of Ameristar under the Planned Merger structure or to
the financing for such acquisition; however, the Alternative Merger
structure may not proceed without obtaining the requisite consents
to the Proposed Amendments to Section 4.07 of the Indenture, as
described in further detail in the Consent Solicitation Statement.
Any holder of Notes that delivers a consent will be deemed to have
consented to all (and not only some) of the Proposed Waivers and
all (and not only some) of the Proposed Amendments.
The Proposed Waivers, if approved by the requisite consents,
would, among other things: (i) waive the right of holders of Notes
under the Indenture to require Ameristar or Pinnacle to make a
change of control offer to repurchase the Notes in connection with
the Alternative Merger, the Planned Merger or the Post-Effective
Merger; and (ii) waive compliance with any covenant (other than
with respect to the due and punctual payment of principal of, and
premium, if any, and interest on the Notes) that would be violated
as a result of the Alternative Merger, the Post-Effective Merger
and all other transactions necessary to effect the Alternative
Merger and Post-Effective Merger (collectively, the
"Transactions"), including any payments made and indebtedness and
guarantees incurred by Ameristar and its restricted subsidiaries,
provided that, immediately after giving effect to the consummation
of all of the Transactions, the Consolidated Coverage Ratio of
Pinnacle (as the successor to Ameristar under the Indenture after
the Post-Effective Merger) would not be less than 2.00:1.00.
The Proposed Amendments, if approved by the requisite consents,
would, among other things, amend Section 4.07 of the Indenture to
remove any restrictions with respect to any "Restricted Payments"
(as defined in the Indenture) (i) made or deemed to be made in
connection with the Alternative Merger, the Post-Effective Merger
and the other Transactions (including guarantees of indebtedness),
provided that, immediately after giving effect to the consummation
of all of the Transactions, the Consolidated Coverage Ratio of
Pinnacle (as the successor to Ameristar under the Indenture after
the Post-Effective Merger) would not be less than 2.00:1.00; or
(ii) that would be deemed impermissible "Payment Restrictions"
under each of the indentures governing Pinnacle's outstanding
senior notes and senior subordinated notes during the transitory
period from the effective time of the Alternative Merger until the
effective time of the Post-Effective Merger. The Proposed
Amendments, if approved by the requisite consents, also would amend
certain other covenants and provisions of the Indenture as
described in the Consent Solicitation Statement.
The adoption of the Proposed Waivers and Proposed Amendments
requires the receipt of valid, unrevoked consents from holders of
at least a majority in aggregate principal amount of the
outstanding Notes (other than Notes held by Ameristar, any Note
guarantor, or any affiliates thereof). Consents may be revoked at
any time by holders of Notes prior to the execution of the
supplemental indenture effecting the Proposed Waivers and Proposed
Amendments (the "Supplemental Indenture"), but become irrevocable
upon execution of the Supplemental Indenture. Ameristar and the
Note guarantors intend to execute (and to request the trustee to
execute pursuant to the Indenture) the Supplemental Indenture
promptly following the receipt of the requisite consents.
The Supplemental Indenture will be effective, and will bind all
holders of Notes (including those that did not give their
consents), immediately upon execution, but holders who do not
deliver a consent on or prior to the Expiration Time (as defined
below) would not be eligible to receive a consent fee payment. The
Proposed Waivers will become operative, if at all, immediately upon
execution of the Supplemental Indenture. The Proposed Amendments
will become operative, if at all, immediately prior to the
effective time of the Alternative Merger or the Planned Merger,
except that the amendments to Section 4.07 of the Indenture only
will become operative, if at all, immediately prior to the
effective time of the Alternative Merger, but not if the Planned
Merger is consummated.
The consent solicitation will expire at 5:00 p.m., New York City
time, on March 22, 2013 (as such time may be extended, the
"Expiration Time"). Ameristar may, subject to Pinnacle's approval,
terminate, extend or amend the consent solicitation at any time. If
the requisite consents are received on or prior to the Expiration
Time, and the other conditions to the payment of the consent fee
described in the Consent Solicitation Statement are satisfied, then
Pinnacle will provide the funds and cause Ameristar to pay to the
paying agent, on behalf of holders of Notes who delivered valid and
unrevoked consents to the Proposed Waivers and the Proposed
Amendments on or prior to the Expiration Time, an aggregate cash
payment equal to $10 per $1,000 principal amount of Notes for which
such consents are validly delivered and unrevoked, 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 consummation of either the Planned Merger or the Alternative
Merger.
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. Holders of Notes are
urged to review the Consent Solicitation Statement and Consent
Letter 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 effect of the Proposed
Waivers and Proposed Amendments, the Planned Merger and the
Alternative Merger on the Notes or on Ameristar or Pinnacle after
the Planned Merger or Alternative Merger. 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, results of operations, the
Proposed Waivers and Proposed Amendments, the Planned Merger, the
Alternative Merger 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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