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8-K - FORM 8-K - AMERISTAR CASINOS INC | v59242e8vk.htm |
EX-4.1 - EX-4.1 - AMERISTAR CASINOS INC | v59242exv4w1.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
CONTACT:
Tom Steinbauer
Senior Vice President, Chief Financial Officer
Ameristar Casinos, Inc.
702-567-7000
Senior Vice President, Chief Financial Officer
Ameristar Casinos, Inc.
702-567-7000
Ameristar Casinos announces early results of Tender Offer
and Consent Solicitation for its 9 1/4% Senior Notes due 2014
and Consent Solicitation for its 9 1/4% Senior Notes due 2014
LAS VEGAS, Monday, April 11, 2011 Ameristar Casinos, Inc. (NASDAQ-GS:ASCA) announced today
the early results of its previously announced cash tender offer (the Offer) for any and all of
the outstanding $650,000,000 aggregate principal amount of its 91/4% Senior Notes due 2014 (CUSIP
Nos. 03070QAL5 and 03070QAK7) (the Notes) and related solicitation of consents (the Consent
Solicitation) to certain proposed amendments to the indenture governing the Notes (the
Indenture).
As of 5:00 p.m., New York City time, on April 11, 2011 (the Consent Expiration), an aggregate of
$649,531,000 in principal amount of the Notes had been validly tendered and not validly withdrawn
in the Offer. Additionally, as of the Consent Expiration, Ameristar had received valid consents to
the proposed amendments to the Indenture from holders of $649,531,000 in aggregate principal amount
of the Notes, or 99.9% of the outstanding aggregate principal amount of the Notes. As a result,
Ameristar has received the requisite consents to enter into a supplemental indenture (the
Supplemental Indenture) to amend the Indenture, and Ameristar and the trustee under the Indenture
have executed such Supplemental Indenture.
The Supplemental Indenture amends the Indenture to eliminate substantially all of the restrictive
covenants and certain events of default in the Indenture. The amendments set forth in the
Supplemental Indenture will not become operative with respect to the Notes unless and until
Ameristar accepts for purchase such Notes validly tendered and not validly withdrawn and certain
other conditions relating to the consummation of the Offer are satisfied.
The previously announced withdrawal deadline relating to the Offer occurred at 5:00 p.m., New York
City time, on April 11, 2011. Notes previously tendered and any Notes tendered after 5:00 p.m.,
New York City time, on April 11, 2011 may not be withdrawn unless withdrawal rights are required by
law. Holders that have already validly tendered Notes in the Offer are eligible to receive the
total consideration (as discussed 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. The Offer is
scheduled to expire at 11:59 p.m., New York City time, on April 25, 2011, unless extended or
earlier terminated. Any extension, termination or material amendment of the Offer will be followed
as promptly as practicable by a public announcement thereof. Ameristar expects to make payments
with respect to any Notes validly tendered and not withdrawn on or prior to the Consent Expiration
on the initial settlement date, which is expected to be on or about April 14, 2011, assuming
certain conditions relating to the consummation of the Offer are satisfied, including consummation
of new debt financing raising net proceeds in an amount sufficient to fund, among other things, the
Offer.
The complete terms and conditions of the Offer and the Consent Solicitation 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 and the Consent
Solicitation. Questions regarding the terms of the Offer and the Consent Solicitation 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 for informational purposes only. 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 and Consent Solicitation are being made solely by the Offer to Purchase and
Consent Solicitation Statement dated March 29, 2011. The Offer and Consent Solicitation are 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.
XXX
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. 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, 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).
in or a part of this news release).