Transactions by PINNACLE ENTERTAINMENT INC (PNK) in the last 6 months

Pinnacle Entertainment Inc. (NYSE:PNK) entered into a definitive agreement to acquire Ameristar Casinos Inc. (NasdaqGS:ASCA) from Sirios Capital Management, L.P., PAR Capital Management, Inc., Addison Clark Management, L.L.C., BAMCO Inc. and other shareholders for approximately $960 million in cash on December 20, 2012. Pinnacle Entertainment Inc. will pay $26.5 in cash for each outstanding share of common stock. Pinnacle Entertainment Inc. will also acquire all of outstanding ... options and shares issued under stock right plans of Ameristar Casinos Inc. All the rights will be acquired for $26.5 in cash and the options will be given a payment equal to product of excess of offer price over the exercise price and number of outstanding options. The transaction is expected to be financed through a combination of increased amounts available to borrow under Pinnacle’s existing secured credit facility and term loans, increased amounts available to borrow under Ameristar’s existing secured credit facility and term loans, and proceeds from issuance of senior unsecured notes by Pinnacle Entertainment Inc. Pinnacle has obtained financing commitments from JPMorgan Chase Bank, N.A. and J.P. Morgan Securities LLC to fund the transaction and the transaction is not subject to any financing contingency. The agreement contains certain termination rights for both Ameristar and Pinnacle, including for Ameristar if the Board changes its recommendation of the merger to its stockholders in connection with the receipt of a superior proposal. Upon termination of the agreement under certain circumstances, Ameristar may be obligated to pay Pinnacle a termination fee of $38 million or, in the event that the agreement is terminated due to failure to receive the stockholders’ approval, a cash amount, not to exceed $12.5 million, equal to 50% of the reasonable out-of-pocket fees and expenses incurred by Pinnacle in connection with the transaction. If the agreement is terminated due to Pinnacle’s inability to obtain financing or gaming regulatory approvals, Pinnacle will be obligated to pay Ameristar a reverse termination fee of $85 million. The Directors and officers of Ameristar Casinos Inc. will continue in their respective positions after the closing. The deal is subject to obtaining approval of certain gaming regulators, the termination or expiration of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and approval of the merger by the stockholders of Ameristar. The Boards of Directors of both Pinnacle and Ameristar approved the deal unanimously. Subject to the satisfaction or waiver of conditions, Pinnacle expects the transaction to close by the end of September 2013 or on the fourth business day following the satisfaction or waiver of the conditions the deal is subject to. As on February 1, 2013, Pinnacle Entertainment and Ameristar Casinos Inc. entered into the first amendment to the agreement. The shareholders of Ameristar Casinos approved the transaction on April 25, 2013. As of May 1, 2013, The state Gaming Control Board approved the acquisition of Ameristar. As of May 16, 2013, Nevada regulators have approved the transaction. As of May 29, 2013, Federal Trade Commission filed a complaint aimed at stopping the transaction. Robert S. Townsend, Eric T. McCrath, David P. Slotkin, Roxann Henry, Domnick Bozzetti and Peter C. Dopsch of Morrison & Foerster LLP acted as legal advisor for Pinnacle Entertainment Inc. Goldman, Sachs & Co. acted as financial advisor for Pinnacle Entertainment Inc. Jonathan K. Layne of Gibson, Dunn & Crutcher LLP acted as legal advisor for Ameristar Casinos Inc. Centerview Partners LLC and Lazard Freres & Co. LLC acted as fairness opinion providers for Board of Directors of Ameristar Casinos Inc. Latham & Watkins LLP acted as legal advisor to Goldman, Sachs & Co.
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