Pinnacle Entertainment Announces Cash Tender Offer for up to $75 Million in Aggregate Principal Amount of Its Outstanding 8.25% Senior Subordinated Notes Due 2012
LAS VEGAS, July 29 /PRNewswire-FirstCall/ -- Pinnacle Entertainment, Inc. (NYSE: PNK) announced that it (the "Company") intends to commence a cash tender offer for up to $75 million in aggregate principal amount of its outstanding 8.25% Senior Subordinated Notes due 2012 (the "Notes"). The consideration to be paid for validly tendered Notes will be equal to $1,020.63 per $1,000 principal amount of such Notes (the "Purchase Price") for Notes tendered on or prior to the expiration date. The aggregate principal amount of Notes currently outstanding is $275 million. The Company intends to fund the tender offer through a debt financing.
The early tender date is 12:00 midnight, New York City time, on Tuesday, August 11, 2009, unless extended or earlier terminated. Tendered Notes may not be withdrawn after the early tender date except as required by applicable law.
Promptly following the early tender date, the Company expects to accept and purchase a portion of notes tendered prior to the early tender date, as more fully set forth in the Offer to Purchase.
The tender offer will expire at 12:00 midnight, New York City time, on Tuesday, August 25, 2009, 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 on the early payment date or the final payment date, as the case may be.
If more than $75 million in aggregate principal amount of Notes is properly tendered on or before the expiration date of the tender offer, the Company intends to purchase such Notes on a pro rata basis, based on principal amount tendered and regardless of when such Notes were tendered, up to $75 million in aggregate principal amount. The Company's obligation to accept Notes tendered and to pay the Purchase Price is subject to a number of conditions that are set forth in the Offer to Purchase and the Letter of Transmittal for the tender offer, including the completion of the proposed debt financing.
J.P. Morgan and BofA Merrill Lynch have been retained as the dealer managers for the tender offer. Questions concerning the terms of the tender offer should be directed to J.P. Morgan, Liability Management, at (800) 245-8812, and BofA Merrill Lynch, Debt Advisory Services, at (888) 292-0070 (toll free) or (980) 387-4536 (collect). The Bank of New York Mellon Trust Company, N.A. is the depositary agent in connection with the tender offer. D.F. King & Co., Inc. is the information agent for the tender offer. Requests for copies of the Offer to Purchase and Letter of Transmittal should be directed to the information agent at (800) 758-5378.
The complete terms and conditions of the tender offer are set forth in the Offer to Purchase and Letter of Transmittal 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.
About Pinnacle Entertainment
Pinnacle Entertainment owns and operates casinos in Nevada, Louisiana, Indiana, Missouri and Argentina. The Company has a second casino development project under construction in the St. Louis area, to be called River City, the opening of which is dependent upon final approval by the Missouri Gaming Commission. Pinnacle is also developing a second casino resort in Lake Charles, Louisiana, to be called Sugarcane Bay, and a casino resort in Baton Rouge, Louisiana. Additionally, Pinnacle owns a casino site at the heart of the Boardwalk in Atlantic City, New Jersey.
