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8-K - FORM 8-K - AMERISTAR CASINOS INC | v58829e8vk.htm |
EX-10.1 - EX-10.1 - AMERISTAR CASINOS INC | v58829exv10w1.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Investor Contact:
Tom Steinbauer
Senior Vice President, Chief Financial Officer
Ameristar Casinos, Inc.
(702) 567-7000
Tom Steinbauer
Senior Vice President, Chief Financial Officer
Ameristar Casinos, Inc.
(702) 567-7000
Media Contacts:
Steve Frankel / Sharon Stern
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Steve Frankel / Sharon Stern
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
AMERISTAR CASINOS ANNOUNCES SHARE REPURCHASE
FROM THE ESTATE OF CRAIG H. NEILSEN
FROM THE ESTATE OF CRAIG H. NEILSEN
LAS VEGAS, February 28, 2011 Ameristar Casinos, Inc. (NASDAQ GS: ASCA) today announced that it
has entered into a binding agreement with the Co-Executors of the Estate of Craig H. Neilsen (the
Neilsen Estate) to purchase 26,150,000 shares of Ameristar common stock held by the Neilsen
Estate at a price of $17.50 per share, for a total price of $457,625,000. The shares to be
repurchased represent approximately 45 percent of Ameristars outstanding shares and 83 percent of
the Neilsen Estates current ownership in Ameristar. After giving effect to the transaction, the
Neilsen Estate will own approximately 17 percent of Ameristars outstanding common stock. The
transaction is expected to close in the second quarter of 2011, subject to financing and customary
closing conditions, including receipt of any necessary gaming and other regulatory approvals.
In connection with the transaction, Ameristar plans to obtain approximately $2.1 billion in new
debt financing, the proceeds of which will be used to retire its approximately $1.5 billion of
existing indebtedness, to fund the share repurchase and for general working capital purposes.
As part of a comprehensive evaluation of strategic alternatives to enhance stockholder value, a
special committee of Ameristars Board of Directors (the Transaction Committee), consisting
entirely of independent and disinterested directors, evaluated and considered repurchasing from the
Neilsen Estate a portion of its shares. Following extensive evaluation and review of the potential
repurchase with its independent financial and legal advisors, the Transaction Committee structured
and negotiated the transaction and unanimously recommended its approval to the full Board, and the
transaction was unanimously approved by directors participating in the vote. Ray Neilsen,
Ameristars Chairman of the Board of Directors and Gordon Kanofsky, Ameristars Chief Executive
Officer and Vice Chairman of the Board of Directors, who are also the co-executors of the Neilsen
Estate, did not participate in the Board meeting at which the vote was taken. REGAL Capital
Advisors, LLC provided a fairness opinion to the Transaction Committee and Lazard provided a
fairness opinion to the Board.
Thomas Steinbauer, Chief Financial Officer of Ameristar, said, We believe this transaction will
meaningfully benefit Ameristar stockholders in that it is an excellent opportunity to acquire a
substantial portion of the shares of a significant stockholder on an efficient and favorable basis
to the Company, especially given the current conditions in the credit markets. Moreover, the
repurchase allows Ameristar to enhance its financial flexibility and focus its energies on
meaningful growth in the future. This transaction also allows the Company to opportunistically
refinance its long-term indebtedness, which matures over the next few years. We expect that the
transaction will be accretive with respect to earnings per share and free cash flow per share.
Ray Neilsen said, Gordy and I have great confidence in the execution of Ameristars strategy and
the Companys long-term growth potential. The decision to sell a significant portion of the
Neilsen Estates Ameristar shares in the near term is based on the unique financial needs of the
Estate and its beneficiaries, including The Craig H. Neilsen Foundation that my father established
as his legacy to support spinal cord injury research and treatment.
In connection with the transaction, at closing Ameristar will no longer qualify as a controlled
company under NASDAQ listing rules and will therefore establish a nominating committee, and within
12 months of closing will have a majority of independent directors.
The Company noted that the fourth quarter of 2010 marked its second consecutive quarter of
year-over-year net revenue growth and the second highest fourth quarter net revenue achieved by the
Company in its history.
In addition, for the fourth quarter of 2010, the Company reported
consolidated Adjusted EBITDA and Adjusted EPS (each as defined and reconciled in the Companys
press release dated February 9, 2011) of $77.5 million and $0.19, respectively, both increases over
the prior year period.
REGAL Capital Advisors, LLC is serving as the Transaction Committees financial advisor and
Brownstein Hyatt Farber Schreck, LLP is serving as the Transaction Committees legal advisor.
Lazard and Bank of America Merrill Lynch are serving as the Companys financial advisors and
Gibson, Dunn & Crutcher LLP is serving as the Companys legal advisor.
Centerview Partners LLC is serving as the financial advisor to the Neilsen Estate and Munger,
Tolles & Olson LLP is serving as its legal advisor.
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 repurchase of shares from the Neilsen Estate
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 completion of the repurchase transaction and the availability of
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. Managements
Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on
Form 10-K for the year ended December 31, 2009, and Item 1A. Risk Factors and Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations in our
Quarterly Report on Form 10-Q for the quarter ended September 30, 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. Ameristars 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).
incorporated in or a part of this news release).