Gold Merger Sub, LLC - FORM 8-K - EX-99.1 - July 16, 2013

Attached files

file filename
8-K - 8-K - Gold Merger Sub, LLCd567928d8k.htm
Lender Presentation
July 16, 2013
Exhibit 99.1

Safe
Harbor/Non-GAAP
Financial
Disclosures
2
Forward-Looking Statements
Non-GAAP Financial Measures
This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are based on Pinnacle’s and
Ameristar’s current expectations and are subject to uncertainty and changes in circumstances.  These forward-looking statements include, among others, statements regarding the expected
synergies and benefits of a potential combination of Pinnacle and Ameristar, including the expected accretive effect of the merger on Pinnacle’s financial results and profile (e.g., free cash flow
and Consolidated Adjusted EBITDA); the anticipated benefits of geographic diversity that would result from the merger and the expected results of Ameristar’s gaming properties; expectations
about future business plans, use of proceeds from financing, prospective performance and opportunities; required regulatory approvals; the expected timing of the completion of the transaction;
and the anticipated financing of the transaction.  These forward-looking statements may be identified by the use of words such as “expect,” “anticipate,” “believe,” “estimate,” “potential,” “should”,
“will” or similar words intended to identify information that is not historical in nature.  The inclusion of such statements should not be regarded as a representation that such plans, estimates or
expectations will be achieved.  There is no assurance that the potential transaction will be consummated, and there are a number of risks and uncertainties that could cause actual results to
differ materially from the forward-looking statements made herein.  These risks and uncertainties include (a) the timing to consummate a potential transaction between Pinnacle and Ameristar
may be delayed based on circumstances beyond Pinnacle’s control, including the ability of Pinnacle to reach a resolution with the Federal Trade Commission (“Commission”); (b) the ability and
timing to complete the dispositions proposed as part of the effort to reach a resolution with the Commission; (c) the ability and timing to obtain required regulatory approvals and satisfy or waive
other closing conditions; (d) the possibility that the merger does not close when expected or at all; or that the companies may be required to modify aspects of the merger to achieve regulatory
approval; (e) Pinnacle’s ability to realize the synergies contemplated by a potential transaction; (f) Pinnacle’s ability to promptly and effectively integrate the business of Pinnacle and Ameristar;
(g) uncertainties in the global economy and credit markets and its potential impact on Pinnacle’s ability to finance the transaction; (h) the outcome of any legal proceedings that may be instituted
in connection with the transaction; (i) the ability to retain certain key employees of Ameristar; (j) that there may be a material adverse change affecting Pinnacle or Ameristar, or the respective
businesses of Pinnacle or Ameristar may suffer as a result of uncertainty surrounding the transaction; (k) Pinnacle’s ability to obtain financing on the terms expected, or at all; and (l) the risk
factors disclosed in Pinnacle’s most recent Annual Report on Form 10-K, which Pinnacle filed with the Securities and Exchange Commission on March 1, 2013 and the risk factors disclosed in
Ameristar’s most recent Annual Report on Form 10-K, which Ameristar filed with the Securities and Exchange Commission on February 28, 2013, and in all reports on Forms 10-K, 10-Q and 8-K
filed with the Securities and Exchange Commission by Pinnacle and Ameristar subsequent to the filing of their respective Form 10-Ks for the year ended December 31, 2012. Forward-looking
statements reflect Pinnacle’s and Ameristar’s management’s analysis as of the date of this release. Pinnacle and Ameristar do not undertake to revise these statements to reflect subsequent 
developments, except as required under the federal securities laws. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
As used in this presentation, Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA margin, and Discretionary Cash Flow are non-GAAP measurements. Pinnacle defines Consolidated
Adjusted EBITDA as earnings before interest income and expense, income taxes, depreciation, amortization, pre-opening and development expenses, non-cash share-based compensation, asset
impairment costs, write-downs, reserves, recoveries, corporate-level litigation settlement costs, gain (loss) on sale of certain assets, loss on early extinguishment of debt, gain (loss) on sale of
equity security investments, minority interest and discontinued operations. Pinnacle defines Consolidated Adjusted EBITDA margin as Consolidated Adjusted EBITDA divided by revenues. 
Pinnacle defines Discretionary Cash Flow as Consolidated Adjusted EBITDA less maintenance capital expenditures, cash paid for income taxes and cash paid for interest expense.
Ameristar defines Adjusted EBITDA as earnings before interest, taxes, depreciation, amortization, other non-operating income and expenses, stock-based compensation, deferred
compensation plan expense, non-operational professional fees and river flooding expenses and reimbursements.
As shown below, the Combined Adjusted EBITDA is shown on a combined basis of Pinnacle’s Consolidated Adjusted EBITDA and Ameristar’s Adjusted EBITDA for the period ended March 31,
2013, taking into account synergies Pinnacle expects to achieve.
This presentation is for informational purposes only and shall not constitute an offer to sell nor the solicitation of an offer to buy any securities of Pinnacle or any other issuer.

Today’s Speakers
Anthony Sanfilippo
Pinnacle Entertainment
Chief Executive Officer
Carlos Ruisanchez
Pinnacle Entertainment
President & Chief Financial Officer
3

4
•
On December 21, 2012, Pinnacle announced the acquisition of Ameristar Casinos, Inc.
•
Upon consummation of the transaction, Pinnacle Entertainment is expected to be a multi-jurisdictional
gaming company with 18 properties and a presence in 13 gaming geographies
•
For the TTM period ended 3/31/2013, Pinnacle generated Consolidated Adjusted EBITDA of $285M
Pro Forma for the acquisition, Pinnacle’s TTM at 3/31/13 Consolidated Adjusted EBITDA would have
been $683M
•
Pinnacle intends to raise:
$1,000M, 5-year Revolver
$1,600M, 7-year Term Loan B
Up to $800M of new Senior Unsecured Notes
•
Pinnacle intends to use the proceeds to fund the aggregate cash consideration for its pending
acquisition of Ameristar, refinance its existing credit facilities, pay related transaction fees and expenses,
redeem its existing 8.625% senior notes due 2017 and provide working capital and funds for general
corporate purposes after the acquisition
Ameristar Transaction Overview
1.
For
a
reconciliation
of
these
non-GAAP
financial
measures,
please
see
the
Appendix
at
the
end
of
this
presentation.
Pro
forma
Consolidated
Adjusted
EBITDA
represents
the
sum
of
each
company’s
reported
TTM
at
3/31/13
Consolidated
Adj.
EBITDA
plus
$40M
of
synergies
and
$10.5M
Baton
Rouge
annualization
increment
adjustment.
Pro
forma
Consolidated
Adjusted
EBITDA
does
not
reflect
the
removal
of
Adjusted
EBITDA
from
Lumiere
Place
Casino
and
Hotels.
In
the
TTM
period
ended
3/31/13,
the
net
revenues
and
Adjusted
EBITDA
for
Pinnacle’s
St.
Louis
segment
were
$389.4M
and
$98M,
respectively.
In
the
TTM
period
ended
3/31/13,
Lumiere
Place
Casino
and
Hotels
generated
net
revenues
and
Adjusted
EBITDA
of
$190.7M
and
$34.3M,
respectively,
comprising
49%
and
35%
of
the
St.
Louis
segment
results,
respectively.
1

$26.50 in cash per ASCA share
$2.8B total consideration, including assumed debt
7.7x 2012 Consolidated Adjusted EBITDA
Committed debt financing
FTC consent order & remaining state regulatory approvals
3Q13, subject to customary closing conditions and remaining
required regulatory approvals
Ameristar Acquisition Overview
5
Per Share
Consideration
Enterprise Value
Ameristar Valuation
Sources of Financing
Approval Process
Expected Closing

Pro Forma Company Profile
6
+
=
Pro Forma
% Growth
3
TTM 3/31/13
Net Revenues
1
$1,217
$1,178
$2,457
101.9%
TTM 3/31/13
Adj. EBITDA
2
$285
$348
$683
140.2%
TTM 3/31/13
Adj. EBITDA Margin
2
23.4%
29.6%
27.8%
440 bps
# of Properties
9
9
18
100.0%
# of Hotel Rooms
2,489
2,414
4,903
97.0%
# of Slots
10,821
12,610
23,431
116.5%
# of Tables
378
317
695
83.9%
# of Employees
8,479
7,115
15,594
83.9%
Source: Company Reports and SEC Filings
2.
For
a
reconciliation
of
these
non-GAAP
financial
measures,
please
see
the
Appendix
at
the
end
of
this
presentation.
Pro
forma
Consolidated
Adjusted
EBITDA
represents
the
sum
of
each company’s reported
TTM at 3/31/13 Consolidated Adj. EBITDA plus $40M of synergies and $10.5M Baton Rouge  annualization increment adjustment.
3.
Represents
percent
growth
from
Pinnacle
stand-alone
operations.
Note:
Historic
and
Proforma
statistics
and
financial
data
do
not
give
effect
to
the
anticipated
regulatory
divestitures
of
Lumiere
Place
Casino
and
Hotels
and
Ameristar’s
Lake
Charles
development project. In the
TTM period ended 3/31/13, the net revenues and Adjusted EBITDA for Pinnacle’s St. Louis segment were $389.4M and $98M, respectively. In the TTM period ended 3/31/13, Lumiere
Place
Casino
and
Hotels
generated
net
revenues
and
Adjusted
EBITDA
of
$190.7M
and
$34.3M,
respectively,
comprising
49%
and
35%
of
the
St.
Louis
segment
results,
respectively.
1.
Pro
forma
combined
company
net
revenue
adjusted
for
$62M
Baton
Rouge
annualization
increment.
($M)

Enhanced Footprint in Attractive Markets
7
•
A leading gaming company in the U.S.
•
PF Net Revenues of $2.5B (TTM at 1Q13)
•
PF Consolidated Adj. EBITDA of $683M (TTM at 1Q13)
Ameristar
Pinnacle Entertainment
•
18 properties in 13 distinct geographies
•
4,903 rooms
•
23,431 slot machines
•
695 table games
East Chicago
St. Charles
Council
Bluffs
Kansas City
Blackhawk
Lake Charles
Vicksburg
Note:
Historic
and
Proforma
statistics
and
financial
data
do
not
give
effect
to
the
anticipated
regulatory
divestitures
of
Lumiere
Place
Casino
and
Hotels
and
Ameristar’s
Lake
Charles
development
project

8
Complementary Properties

9
With Strong Brands

10
In Attractive Gaming Markets

11
Well Maintained, No Deferred Maintenance

Transaction, FTC, & Regulatory Process Update
12
FTC
Process
Update
State Gaming
Regulators
•
The FTC filed an administrative complaint seeking to block the transaction due to concerns
regarding unfair competition in St. Louis, MO and Lake Charles, LA
•
An agreement in principle was reached with the FTC Bureau of Competition Staff regarding
proposed divestiture remedies to gain clearance to close the transaction. Remedies include:
•
Received Nevada, Iowa, Mississippi and Indiana regulatory approval
•
Louisiana
and
Missouri
regulatory
approvals
are
expected
in
July 2013
Transaction
Process
•
Transaction received ASCA shareholder approval
•
Received requisite consents on Ameristar’s 7.5% Senior Notes due 2021 in April 2013
•
Meaningful progress on integration planning and synergies
A sale of Lumière Place Casino & Hotel and the Four Seasons Hotel & Spa St. Louis
A sale of the Ameristar Lake Charles development project
•
Detailed terms and conditions of the proposed divestiture remedies are currently being
negotiated,
with
a
Consent
Order
finalizing
the
process
expected
to
be
approved
by
the
FTC
in early August 2013

Regulatory Asset Divestiture Update
13
•
Net divestiture proceeds from Lake Charles will be
used to repay debt and reduce leverage, post close
•
Upon completion, the divestiture of the Lake Charles
project eliminates meaningful future growth cap ex
commitments, which is expected to enhance free
cash flow generation and hasten debt repayment and
leverage reduction
•
Ameristar has previously disclosed that through
3/31/13, it had invested total capital of $144.5M in
the Lake Charles project, and that it expects capital
spending of $84.0 million related to Lake Charles
design and construction costs in 2Q13.
•
Net divestiture proceeds from Lumiere Place Casino
and Hotels will be used to repay debt and reduce
leverage, post close
•
In the TTM period ended 3/31/13, the net revenues
and Adjusted EBITDA for Pinnacle’s St. Louis segment
were $389.4M and $98M, respectively. In the TTM
period ended 3/31/13, Lumiere Place Casino and
Hotels generated net revenues and Adjusted EBITDA
of $190.7M and $34.3M, respectively, comprising
49% and 35% of the St. Louis segment results,
respectively.
Lumière Place Casino and Hotels
Ameristar Casino Resort Spa Lake Charles

14
Key Credit Considerations

15
Our combination with Ameristar is transformative and brings together two
complementary asset portfolios
Our geographic, financial and operational diversification will be significantly enhanced
We expect to have a much larger cash flow base, with increased scale and distribution
We expect to generate at least $40M of annual synergies
We expect the combined company will generate significant discretionary cash flow
Pro forma discretionary cash flow is expected to increase from $121M to $315M
Merger synergies and tax asset utilization is expected to enhance our cash flow generation
Post-completion of Lake Charles divestiture, growth capital spending is limited to the $209M
River Downs project and $20M New Orleans hotel expansion
We
expect
to
use
our
enhanced
cash
flow
generation
to
repay
debt
and
reduce
leverage
to
the
targeted range of 3.5x-4.0x
Anticipated regulatory divestitures improve the combined Company’s credit profile
Upon completion, we expect to use net divestiture proceeds to repay debt and reduce leverage
Lake Charles divestiture eliminates significant future growth cap ex commitments; remaining
growth cap ex commitments are serviceable with discretionary cash flow
We expect divestitures to further enhance diversification and reduce pro forma concentrations in
St. Louis and Lake Charles (the combined Company’s two largest gaming geographies)
Key Transaction and Credit Highlights
1. For a detailed calculation of Pinnacle Stand Alone and Proforma Combined Company Discretionary Cash Flow, please see the Appendix at the end of this presentation.
1

Sources & Uses
16
Sources ($M)
Uses ($M)
Sources ($M)
Amount
Uses ($M)
Amount
Debt summary
Equity purchase price @ $26.50 per share
$959
$1,000M revolver
$387
Term loan B
1,600
Pinnacle Debt
Secured debt
$1,987
Revolver repayment
-
Term loan B repayment
319
Assumed existing Pinnacle bonds
$675
Refinance existing Pinnacle bonds
446
Assumed existing Ameristar bonds
1,040
Assumed bonds
675
New senior unsecured notes
800
Total Pinnacle debt
$1,440
Unsecured debt
$2,515
Ameristar Debt
Total debt
$4,502
Revolver repayment
-
Term Loan A repayment
190
Term Loan B repayment
685
Assumed 2021 notes
1,040
Existing other debt
0
Total Ameristar debt
$1,915
Estimated transaction fees
$187
Total sources
$4,502
Total uses
$4,502
Note:
Based
on
funded
debt
at
close;
refinanced
debt
balances
are
as
of
3/31/13.
Not
pro
forma
for
the
regulatory
divestiture
of
Lumière
Place
Casino
and
Hotels
and
the Ameristar
Lake
Charles
development
project

1.
For a reconciliation of non-GAAP financial measures, please see the Appendix .  Pro forma Consolidated Adjusted EBITDA represents the sum of each company’s reported TTM at 3/31/13 Consolidated Adj.
EBITDA plus $40M of synergies and $10.5M Baton Rouge annualization increment adjustment. Pro forma Consolidated Adjusted EBITDA does not reflect the removal of Adjusted EBITDA from Lumiere Place
Casino and Hotels. In the TTM period ended 3/31/13, the net revenues and Adjusted EBITDA for Pinnacle’s St. Louis segment were $389.4M and $98M, respectively. In the TTM period ended 3/31/13, Lumiere
Place Casino and Hotels generated net revenues and Adjusted EBITDA of $190.7M and $34.3M, respectively, comprising 49% and 35% of the St. Louis segment results, respectively.
2.
Excludes synergies in calculations for pro forma Pinnacle
Capitalization ($M)
Divestiture Proceeds
Merger
Pro forma
($M)
Pinnacle
Ameristar
Combined
Adjustment
Combined (1)
Cash
$99
$125
$224
-
$224
-
Revolver
-
-
-
-
-
Term loan A
-
190
190
(190)
-
Term loan B
319
685
1,004
(1,004)
-
-
New revolver
-
-
-
387
387
New term loan B
-
-
-
1,600
1,600
Sr. secured debt
319
875
1,194
793
1,987
PNK -
8.625% Senior notes due 2017
446
-
446
(446)
-
PNK -
8.75% Senior subordinated notes due 2020
350
-
350
-
350
PNK -
7.75% Senior subordinated notes due 2022
325
-
325
-
325
ASCA -
7.5% Senior unsecured notes due 2021
-
1,040
1,040
-
1,040
Other debt
-
0
0
(0)
-
New senior unsecured notes
-
-
-
800
800
Total debt
$1,440
$1,915
$3,355
$1,147
$4,502
TTM 3/31/13 Consolidated Adj. and PF EBITDA
1
$285
$348
$633
$50
$683
TTM 3/31/13 Reported and PF Interest expense
117
116
233
34
267
At closing -
03/31/13
Interest coverage(2)
2.4x
3.0x
2.7x
2.4x
Sr. sec. debt / TTM Adj. EBITDA
1.1x
2.5x
1.9x
2.9x
Sr. sec. net debt / TTM Adj. EBITDA
0.8x
2.2x
1.5x
2.6x
Total debt / TTM Adj. EBITDA
5.1x
5.5x
5.3x
6.6x
Total net debt / TTM Adj. EBITDA
4.7x
5.1x
4.9x
6.3x
Sr.  Secured Debt:
Net divestiture
proceeds will be used
to repay
Term Loan B
PF total leverage,
sr. secured
leverage, and
interest coverage
ratios will benefit
from debt pay
down with asset
sales proceeds.
Pro Forma Capitalization
17

Attractive Debt Maturity Profile
18
•
Pro forma, the Company will have no near term maturities and significant room to
generate cash flow and repay or refinance existing debt
Note:  Based on funded debt, not adjusted for net proceeds from anticipated regulatory divestitures of Lumière Place Casino and Hotels and Ameristar’s Lake Charles development project. 
New $800M senior unsecured note is assumed to mature in ten years; actual term of note may differ.
Revolver
TLB
PNK notes
ASCA notes
New senior unsecured notes
$2,200
$2,000
$1,800
$1,600
$1,400
$1,200
$800
$600
$400
$0
'13
'14
'15
'16
'17
'18
'19
'20
'21
'22+
$200
$1,000
$1,950
$1,040
$1,125
$387
$1,600
$350
$800
$325
Pro forma Debt Maturity Profile ($M)
$1,000

Demonstrated History of Growth
19
Pinnacle Historical Consolidated Adj. EBITDA and Combined Pro forma Consolidated Adj. EBITDA ($M)
# of assets:
# of gaming positions(2):
$683.3
$284.5
$285.2
$252.2
$213.6
$160.2
$152.8
$800.0
$700.0
$600.0
$500.0
$400.0
$300.0
$200.0
$100.0
$0.0
2008
2009
2010
2011
2012
TTM 3/31/13 (1)
Pro Forma (1)
8
8
8
7
9
9
18
28,296
13,467
13,467
11,688
12,700
12,141
14,090
1.
For a reconciliation of these non-GAAP financial measures, please see the Appendix at the end of this presentation.  Pro forma Consolidated Adjusted EBITDA represents the sum of each company’s reported TTM at
3/31/13 Consolidated Adj. EBITDA plus $40M of synergies and $10.5M Baton Rouge annualization increment adjustment. Pro forma Consolidated Adjusted EBITDA does not reflect the removal of Adjusted EBITDA from
Lumiere Place Casino and Hotels. In the TTM period ended 3/31/13, the net revenues and Adjusted EBITDA for Pinnacle’s St. Louis segment were $389.4M and $98M, respectively. In the TTM period ended 3/31/13,
Lumiere Place Casino and Hotels generated net revenues and Adjusted EBITDA of $190.7M and $34.3M, respectively, comprising 49% and 35% of the St. Louis segment results, respectively.  Growth rate represents
percent growth of pro  forma from Pinnacle stand-alone operations.
2.
Represents the sum of table games multiplied by seven positions plus total slot positions

Attractive Margin Opportunity
20
•
Combined platform margins to benefit from efficiencies of scale and synergies
•
Additional margin opportunities from leveraging best practices from both companies and applying
them across the combined enterprise
Combination With Ameristar Is Significantly Accretive To Pinnacle’s Consolidated Adj. EBITDA Margins
1.
For
a
reconciliation
of
these
non-GAAP
financial
measures,
please
see
the
Appendix
at
the
end
of
this
presentation.
Pro
forma
Consolidated
Adjusted
EBITDA
represents
the
sum
of
each
company’s
reported
TTM at 3/31/13
Consolidated
Adj.
EBITDA
plus
$40M
of
synergies
and
$10.5M
Baton
Rouge
annualization
increment
adjustment.
Pro
forma
Consolidated
Adjusted
EBITDA
does
not
reflect
the
removal
of
Adjusted EBITDA from Lumiere Place Casino and
Hotels.
In
the
TTM
period
ended
3/31/13,
the
net
revenues
and
Adjusted
EBITDA
for
Pinnacle’s
St.
Louis
segment
were
$389.4M
and
$98M,
respectively.
In
the
TTM
period ended 3/31/13, Lumiere Place Casino and Hotels generated
net
revenues
and
Adjusted
EBITDA
of
$190.7M
and
$34.3M,
respectively,
comprising
49%
and
35%
of
the
St.
Louis
segment
results,
respectively.  Growth
rate
represents
basis
point
increase
of
pro
forma
margin
from
Pinnacle stand-
alone operations.
17.0%
20.2%
22.1%
23.8%
23.4%
27.8%
5%
10%
15%
20%
25%
30%
35%
2009
2010
2011
2012
TTM 3/31/13 (1)
Pro Forma (1)

Diversified Revenue Platform
21
•
Significantly de-risks the portfolio by more than doubling gaming geographies to 13
•
Balanced portfolio decreases pro forma revenue reliance on two largest gaming
geographies by more than 20 percentage points
•
St. Louis and Lake Charles divestitures are expected to further reduce pro forma
concentrations
Pinnacle
3/31/13
TTM
Net
Revenue
Diversification
¹
Pro Forma
3/31/13
TTM
Net
Revenue
Diversification
¹
St. Louis, MO,
32.4%
Lake Charles, LA,
31.4%
Belterra, IN,
12.7%
New Orleans,
LA, 10.0%
Baton Rouge,
LA, 7.0%
Bossier City, LA,
6.6%
St. Louis, MO,
26.8%
Lake Charles,
LA, 15.4%
Belterra, IN,
6.3%
New Orleans,
LA, 4.9%
Baton Rouge,
LA, 6.0%
Kansas City,
MO, 8.5%
Council Bluffs,
6.7%
Vicksburg, MS,
4.8%
Denver, CO,
6.5%
Greater
Chicago, 8.5%
Jackpot, NV,
2.3%
Bossier City,
LA, 3.2%
1.
Net revenue is derived from Pinnacle and Ameristar’s respective 10-Qs for the three months ended March 31, 2013 and 2012 and 10-Ks for the twelve months ended December 31, 2012.  Net revenue diversification
calculations are based upon reported segment net revenue data for Pinnacle in the stand-alone case and for Pinnacle and Ameristar in the pro forma case
Note:  Historic and pro forma financial data does not give effect to the anticipated regulatory divestiture of Lumiere Place Casino and Hotels, net revenue Data excludes Pinnacle’s Racetrack segment, and pro forma net revenue
includes a $62M Baton Rouge annualization increment adjustment.

Enhanced Scale
22
Net Revenue ($M)
EBITDA ($M)
Source:  Company documents and filings
1. Figures are based on TTM at 3/31/13. For a reconciliation of non-GAAP financial measures, please see the Appendix at the end of this presentation.
2. Pro forma adjustments:  BYD for the Peninsula acquisition; PENN for the Harrah’s St. Louis acquisition; CHDN for the Riverwalk Casino acquisition.
3. 3/31/13 TTM pro forma Revenue includes $62M Baton Rogue annualization increment adjustment
4. For
a
reconciliation
of
these
non-GAAP
financial
measures,
please
see
the
Appendix
at
the
end
of
this
presentation.
Pro
forma
Consolidated
Adjusted
EBITDA
represents
the
sum
of
each
company’s
reported
TTM
at
3/31/13
Consolidated
Adj.
EBITDA
plus
$40M
of
synergies
and
$10.5M
Baton
Rouge
annualization
increment
adjustment.
Pro
forma
Consolidated
Adjusted
EBITDA
does
not
reflect
the
removal
of
Adjusted
EBITDA
from
Lumiere
Place
Casino and Hotels. In the TTM period ended 3/31/13, the net revenues and Adjusted EBITDA for Pinnacle’s St. Louis segment were $389.4M and $98M, respectively. In the TTM period ended 3/31/13, Lumiere Place Casino and
Hotels
generated
net
revenues
and
Adjusted
EBITDA
of
$190.7M
and
$34.3M,
respectively,
comprising
49%
and
35%
of
the
St.
Louis
segment
results,
respectively.
Growth
rate
represents
percent
increase
of
pro
forma
from
Pinnacle stand-alone operations.
1
1
102% growth
140% growth

Significant Discretionary Cash Flow Accretion
23
•
Transaction increases discretionary
cash flow generation to fund debt
repayment and leverage reduction
Combination is expected to add
more than $190M in annual
discretionary cash flow
Total annual pro forma
discretionary cash flow is
expected to increase to
approximately $315M
1. For a detailed calculation of Pinnacle Stand-alone and pro forma Combined Company Discretionary Cash Flow, please see the Appendix at the end of this presentation.
160% 
growth
+$194M
$314.7
$121.2
$350
$300
$250
$200
$150
$100
$50
$-
PNK TTM 3/31/13 (Stand-alone)
Pro Forma TTM 3/31/13
Discretionary
Cash
Flow
Generation¹
($M)

Enhanced Free Cash Flow Generation
24
Pinnacle’s credit profile will improve from:
(1) repayment of Term Loan B with regulatory asset sale proceeds, and
(2) utilization of enhanced cash flow stream to repay debt and reduce leverage
1.
River Downs budget of $209M excludes capitalized interest, original acquisition cost of $45M and state gaming license fees of $50M
•
Elimination of Lake Charles growth cap ex reduces burden on the combined
company’s pro forma TTM at 3/31/13 discretionary cash flow of $315M
•
Post asset divestitures, the Company’s growth cap ex commitments will be limited to
only two growth projects:
River Downs, $209M total spend ($7.5M incurred through 3/31/13)¹
New Orleans hotel growth cap ex spend of $20M
•
Merger synergies and lower cost of capital should benefit pro forma cash flow
generation
•
NOLs and other tax assets are expected to reduce Federal cash taxes, enhance cash
flow generation, and hasten balance sheet deleveraging

25
•
Pinnacle expects to generate at least $40M of annual synergies
Clearly Identified Synergies
Corporate departments:
$40M of annual synergies
Public
Company
Costs
Named
Executive
Officers
Marketing
IT
HR
Accounting/
Tax
Planning and
Analysis
Strategic
Sourcing
Internal Audit
Legal/
Compliance
Government
and Public
Affairs
Design and
Construction
Corporate
Operations
Support
Administration
Property/
Regional
Operations
Board
of Directors
(outside)

Substantial Additional Cash Flow From Tax Attributes
26
•
Pinnacle currently has meaningful tax assets that will be utilized to offset taxable
income for a multi-year period
Pinnacle’s current base Federal NOL is approximately $271M
Federal NOL is expected to increase by approximately $241M upon completion
of Atlantic City land disposition
Ameristar has taxable income reductions related to goodwill amortization for its
Kansas City and East Chicago properties
Potential
additional
NOL
creation
from
required
regulatory
asset
divestitures in
St. Louis and Lake Charles

Other Recent Developments
27
Land Sales
Activity
In the process of selling 20 acres of land in Atlantic City
Transaction
is
expected
to
close
by
the
end
of
3Q13
for
approximately
$30.6M
of
net
proceeds
AC
land
sale
is
expected
to
crystalize
an
additional
Federal
NOL
of
approximately
$241M
Marketing excess land in Reno, NV and committed to selling Ameristar’s land in Springfield,
MA
Development
Activity
Focused
on
hotel
cap
ex
spend
for
River
City
property
–
which
is
on
time
and
on
budget
1,600 space parking deck opened in November 2012
Event Center opened in June 2013
200-room hotel expected to open in September 2013
Construction of new $20M New Orleans hotel began in 1Q13; expected completion in late-
2Q14
ACDL has completed two $30M capital raises since December 2012, neither of which
Pinnacle participated in; Phase 1 resort expected to open in late July 2013

28
Financial Overview

29
1Q Net Revenue
1Q Net Revenue
1Q Cons. Adj. EBITDA
¹
1Q Cons. Adj. EBITDA
¹
Cons. Adj. EBITDA Margin
¹
Cons. Adj. EBITDA Margin
¹
1Q Net Revenue
1Q Net Revenue
1Q Cons. Adj. EBITDA
¹
1Q Cons. Adj. EBITDA
¹
Cons. Adj. EBITDA Margin
¹
Cons. Adj. EBITDA Margin
¹
1Q13 Results
Source:  Company documents and filings
1. For a reconciliation of non-GAAP financial measures, please see the Appendix at the end of this presentation.
Note:  Historic financial data does not give effect to the anticipated divestitures of Lumiere Place Casino and Hotels and Ameristar’s Lake Charles development project

Summary Operating Performance
30
Total
Revenues
1
($M)
Total
Revenues
1
($M)
Consolidated
Adjusted
EBITDA
2
($M)
Consolidated
Adjusted
EBITDA
2
($M)
Capital
Expenditures
3
($M)
Capital
Expenditures
3
($M)
15.6%
17.0%
20.2%
22.1%
23.8%
23.4%
27.8%
PNK
Pro Forma
PNK
Pro Forma
PNK
Pro Forma
$979
$949
$1,059
$1,141
$1,197
$1,217
$2,457
2008
2009
2010
2011
2012
TTM 3/31/13
PF TTM
3/31/13
$153
$161
$214
$252
$285
$285
$683
2008
2009
2010
2011
2012
TTM 3/31/13
PF TTM
3/31/13
$306
$226
$158
$154
$300
$273
$424
2008
2009
2010
2011
2012
TTM 3/31/13
PF TTM
3/31/13
Source: Company Reports and SEC Filings
1.
Pro forma combined company net revenue adjusted for $62M Baton Rouge annualization increment adjustment.
2.
For a reconciliation of non-GAAP financial measures, please see the Appendix at the end of this presentation.  Pro forma Consolidated Adjusted EBITDA represents the sum of each company’s reported TTM at 3/31/13 Consolidated Adj. EBITDA
plus $40M of synergies and $10.5M Baton Rouge annualization increment adjustment. Pro forma Consolidated Adjusted EBITDA does not reflect the removal of Adjusted EBITDA from Lumiere Place Casino and Hotels. In the TTM period ended
3/31/13, the net revenues and Adjusted EBITDA for Pinnacle’s St. Louis segment were $389.4M and $98M, respectively. In the TTM period ended 3/31/13, Lumiere Place Casino and Hotels generated net revenues and Adjusted EBITDA of
$190.7M and $34.3M, respectively, comprising 49% and 35% of the St. Louis segment results, respectively.
3.
Represents reported total capital expenditures.  Pro forma represents the sum of Pinnacle and Ameristar total reported capital expenditures.

Historical & Pro Forma Covenant Levels
31
Total Leverage Ratio
Total Leverage Ratio
Senior Secured Leverage Ratio
Senior Secured Leverage Ratio
Interest Coverage Ratio¹
Interest Coverage Ratio¹
1. Excludes synergies in calculation for pro forma Pinnacle
Note:  Historic and Pro forma leverage and coverage statistics  do not give effect to proceeds from the anticipated divestiture of Lumiere Place Casino and Hotels or Ameristar’s Lake Charles development project.
Divestiture Proceeds
Divestiture Proceeds
Net asset sales
proceeds will be
used to repay debt
and reduce PF
leverage
Specifically, net
asset sales
proceeds will be
used to repay
Term Loan B,
thereby reducing
PF total and sr.
secured leverage.
PF interest
coverage will
benefit from debt
pay down with
net asset sales
proceeds

Key Conclusions
32
Transformative
Transaction with
Increased Scale
and Diversity
Seamless
Integration and
Meaningful
Synergies
Proven
Management Team
Implementing Best
Practices
Strong Cash Flow
Profile Drives 
Debt Repayment
and Leverage
Reduction
Long-Term Value
Creation
Opportunities

33
Syndication Update

Summary Indicative Terms and Conditions
34
Summary indicative terms and conditions
Borrower
Pinnacle
Entertainment,
Inc.
(the
“Company”
or
the
“Borrower”)
Facility
Facility
Size
Maturity
Revolver
Term Loan
$1,000 million
$1,600 million
5 years
7 years
Expected ratings
Corporate:
B1/BB-
Facility:
Ba1/BB+
Security
Perfected first priority security interest in substantially all of tangible and intangible assets (including capital stock) of the Borrower and
Guarantors, subject to certain exceptions
Amortization
TLB: 1% per annum in equal quarterly installments, with remainder at maturity
Call premium
101 soft call for twelve months
Financial
covenants
Financial covenants will apply to RC only (TLB is covenant-lite):
•
Maximum Consolidated Senior Secured Debt Ratio
•
Maximum Consolidated Total Leverage Ratio
•
Minimum Consolidated Interest Coverage Ratio
Mandatory
prepayments
•
100% of the net cash proceeds of any sale, issuance or incurrence of indebtedness by the Borrower (other than permitted
indebtedness)
•
100% of the net cash proceeds of any sale or other disposition (including insurance proceeds and condemnation awards) by the
Borrower or any of its restricted subsidiaries of any assets subject to customary exceptions and reinvestment rights
•
50% of excess cash flow
Use of proceeds
Fund the aggregate cash consideration for the acquisition of Ameristar Casinos, Inc., repay existing indebtedness subject to certain
exceptions, refinance its existing credit facilities, pay related transaction fees and expenses, redeem its existing 8.625% senior notes
due 2017 and provide working capital and funds for general corporate purposes after the acquisition

Transaction timetable
35
Week of
Term Loan B
July 15
•
Lender meeting (July 16
)
July 29th
•
Commitments due from lenders (July 29
)
•
Allocate term loan
August
•
Close transaction
Denotes bank holiday
Financing key date
th
th
th
July 2013
August 2013
S
M
T
W
T
F
S
S
M
T
W
T
F
S
1
2
3
4
5
6
1
2
3
7
8
9
10
11
12
13
4
5
6
7
8
9
10
14
15
16
17
18
19
20
11
12
13
14
15
16
17
21
22
23
24
25
26
27
18
19
20
21
22
23
24
28
29
30
31
25
26
27
28
29
30
31

36
Appendix

Gaming Portfolio Overview
37
Source:  Per company SEC filings as of 3/31/13
Note:
Historic
and
pro
forma
statistics
and
financial
data
do
not
give
effect
to
the
anticipated
divestitures
of
Lumiere
Place
Casino
and
Hotels
and
Ameristar’s
Lake
Charles
development
project.
River
City
and
Lumiere Place Casino and Hotels financial data is presented in the St. Louis segment report format.  In the trailing twelve month period ended March 31, 2013, Lumiere Place Casino and Hotels generated Net
Revenues and Adjusted EBITDA of $190.7M and $34.3M, respectively, comprising 49% and 35% of the St. Louis segment results, respectively.
State
Location
Property
Market
Slots
Tables
No. of
gaming
positions
Rooms
LTM
Revenue ($M)
LTM
EBITDA ($M)
% Margin
Belterra
Belterra, IN
1,416
53
1,734
608
$152.9
$30.4
19.9%
Ameristar Casino Hotel
(East Chicago)
East Chicago, IN
1,970
36
2,186
288
206.8
37.0
17.9%
Boomtown Casino
(New Orleans)
New Orleans, LA
1,288
39
1,522
0
120.1
37.3
31.1%
L'Auberge Casino
(Resort Lake Charles)
Lake Charles, LA
1,616
75
2,066
205
377.3
112.7
29.9%
L'Auberge Casino
(Baton Rouge)
Baton Rouge, LA
1,480
56
1,816
187
84.6
10.0
11.8%
Boomtown Casino and Hotel
(Bossier City)
Bossier City, LA
999
25
1,149
494
79.4
17.8
22.4%
Lumière Place Casino & hotels
St. Louis, MO
2,004
68
2,412
494
River City Casino
St. Louis, MO
2,018
62
2,390
0
Ameristar Casino Resort Spa
(St. Charles)
St. Charles, MO
2,620
72
3,052
397
266.4
93.8
35.2%
Ameristar Casino Hotel
(Kansas City)
Kansas City, MO
2,590
72
3,022
184
207.4
73.5
35.4%
Iowa
Ameristar Casino Hotel
(Council Bluffs)
Council Bluffs, IA
1,590
23
1,728
444
164.3
67.7
41.2%
Mississippi
Ameristar Casino Hotel
(Vicksburg)
Vicksburg, MS
1,570
41
1,816
149
117.7
53.5
45.4%
Colorado
Ameristar Casino Hotel
(Black Hawk)
Black Hawk, CO
1,490
47
1,772
536
159.2
57.7
36.2%
Nevada
The Jackpot Properties
Jackpot, NV
780
26
936
416
56.3
16.2
28.8%
Ohio
River Downs
Cincinnati, OH
11.8
(1.3)
NM
98.0
389.4
25.2%
Indiana
Louisiana
Missouri
Kansas City
Vicksburg
East Chicago
Black Hawk

38
Boomtown New
Orleans
Bossier City
Lumière Place
Atlantic City
Property¹
Pinnacle  Entertainment, Inc.
(Public Co.  / Debt Issuer)
Pinnacle
Stockholders
L'Auberge Lake
Charles Casino
Resort
River Downs
Racetrack
Hotel Lumière
L'Auberge
Baton Rouge
Casino Magic,
LLC
River City
Belterra Casino
Resort
Cactus Pete’s
Inc.
Ameristar
Casino
Council
Bluffs, Inc.
Ameristar
Casino
Kansas City,
Inc.
Ameristar
East Chicago
Holdings, LLC
Ameristar
Casinos
Financing
Corp.
Ameristar
Casino St.
Louis, Inc.
Ameristar
Casino East
Chicago, LLC
Ameristar
Casino Lake
Charles, LLC
Ameristar
Casino 
Vicksburg,
Inc.
Ameristar
Casino St.
Charles, Inc.
Ameristar
Casino Black
Hawk, Inc.
Ameristar
Lake Charles
Holdings, LLC
Ameristar
Casino Las
Vegas,  Inc.
PNK (SAM) LLC²
PNK
Development 7
/ HPT
Stockholders
Borrower Entity
Non-Borrower Entity
100% Owner
Interests in
Vietnam
Venture and
Other Assets
PNK
Development 11
Pinnacle Unrestricted Subsidiaries
Interest in
Retama Park
Racetrack
1.
Pinnacle’s Atlantic City Property is held in  unrestricted subsidies under the Credit Agreement
2.
Management company that manages Retama Park Racetrack
$1,000M Revolver
$1,600M Term Loan B
Existing ASCA 7.5% Senior Unsecured Notes due 2021
Existing PNK 8.75% Senior Subordinated Notes due 2020
Existing PNK 7.75% Senior Subordinated Notes due 2022
Pinnacle Assets
Restricted Subsidiaries
Pro forma Organizational Structure
Ameristar
Casino
Springfield,
LLC.

Pinnacle Consolidated Adjusted EBITDA Reconciliation
39
PINNACLE ENTERTAINMENT:  RECONCILIATION OF INCOME (LOSS) FROM CONTINUING OPERATIONS TO CONSOLIDATED ADJUSTED EBITDA
Trailing 12-month
period ended
(Dollars in Thousands)
June 30, 2012
September 30, 2012
December 31, 2012
March 31, 2013
March 31, 2013
Income (Loss) From Continuing Operations
12,943
6,757
(42,013)
(85,346)
(107,659)
Income Tax Expense (Benefit)
2,150
1,962
974
611
5,697
Interest Expense, Net of Interest Income and Capitalized Interest
22,485
22,960
26,324
28,670
100,439
Loss on Equity Method Investment
1,244
1,367
26,574
92,181
121,366
Depreciation and Amortization
26,201
27,562
35,685
28,002
117,450
Write-downs, Reserves and Recoveries, net
788
103
10,919
314
12,124
Non-Cash Share Based Compensation
3,155
1,859
1,728
1,914
8,656
Pre-opening and Development Costs
4,212
11,546
3,117
7,561
26,436
Consolidated Adjusted EBITDA
73,178
74,116
63,308
73,907
284,509
Income (Loss) From Continuing Operations Margin
4.3%
2.2%
-13.9%
-27.3%
-8.8%
Consolidated Adjusted EBITDA Margin
24.5%
24.4%
21.0%
23.6%
23.4%
Source:  Pinnacle Entertainment SEC Filings
For the three months ended,

Ameristar Adjusted EBITDA Reconciliation
40
AMERISTAR CASINOS:  RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA
Trailing 12-month
period ended
(Dollars in Thousands)
June 30, 2012
September 30, 2012
December 31, 2012
March 31, 2013
March 31, 2013
GAAP Net Income
17,622
          
16,131
                       
1,215
                       
17,978
             
52,946
                   
Income Tax Provision
12,480
          
11,612
                       
1,898
                       
11,441
             
37,431
                   
Interest Expense, Net of Capitalized Interest
28,821
          
29,652
                       
29,383
                     
28,634
             
116,490
                
Interest Income
(12)
                
(7)
                              
(5)
                             
(3)
                      
(27)
                        
Other
112
               
-
                            
-
                           
-
                    
112
                        
Net Loss (gain) on disposition of assets
550
               
(28)
                            
208
                          
(9)
                      
721
                        
Impairment of Fixed Assets
-
                
-
                            
9,563
                       
23
                     
9,586
                     
Depreciation and Amortization
26,999
          
27,036
                       
25,761
                     
25,147
             
104,943
                
Stock Based Compensation
3,650
            
3,738
                         
5,505
                       
3,752
               
16,645
                   
Non-operational Professional Fees & Merger related Costs
-
                
-
                            
6,669
                       
2,175
               
8,844
                     
Non-Capitalizable Lake Charles Development Costs
-
                
-
                            
193
                          
512
                   
705
                        
Deferred Compensation Plan Expense
124
               
-
                            
-
                           
-
                    
124
                        
Net River Flooding (reimbursements) expenses
(189)
              
-
                            
-
                           
-
                    
(189)
                      
Adjusted EBITDA
90,157
          
88,134
                       
80,390
                     
89,650
             
348,331
                
Net Income Margin
5.9%
5.4%
0.4%
6.1%
4.5%
Adjusted EBITDA Margin
30.4%
29.6%
27.8%
30.4%
29.6%
Source:  Ameristar Casinos SEC Filings
For the three months ended,

Pro forma Consolidated Adjusted EBITDA Reconciliation
41
PRO FORMA COMBINED COMPANY CONSOLIDATED ADJUSTED EBITDA WITH SYNERGIES AND BATON ROUGE ANNUALIZATION
TTM at 3/31/2013
Pro forma Combined Company
(Dollars in Thousands)
Consolidated Adj. EBITDA
Pinnacle Entertainment TTM at 3/31/13 Consolidated Adj. EBITDA (a)
284,509
                                        
Ameristar Casinos TTM at 3/31/13 Consolidated Adj. EBITDA (a)
348,331
                                        
Plus:  Expected Merger Synergies (b)
40,000
                                          
Plus:  Baton Rouge Adjusted EBITDA Annualization Increment (c)
10,486
                                          
Combined Company Pro forma Consolidated Adjusted EBITDA
683,326
                                        
Source:  Pinnacle Entertainment and Ameristar Casinos SEC Filings and Company Estimates.
(a)
Represents company reported Consolidated Adjusted EBITDA for the trailing twelve month period ended March 31, 2013. 
Pinnacle's Consolidated Adjusted EBITDA is not adjusted for Lumiere Place Casino and Hotels. In the trailing twelve month
period ended March 31, 2013, the net revenues and Adjusted EBITDA for Pinnacle's St. Louis segment were $389.4 million
and $98 million, respectively.  In the trailing twelve month period ended March 31, 2013, the net revenues and Adjusted
EBITDA for Lumiere Place Casino and Hotels was $190.7 million and $34.3 million, respectively, comprising 49% and 35% of
the St. Louis segment results, respectively. 
(b)
Estimated $40 million of annual synergies expected to be generated by the combination of Pinnacle Entertainment and
Ameristar Casinos, as estimated by Pinnacle Entertainment management.
(c)
Represents the adjustment required to annualize the partial year Adjusted EBITDA operating performance of Pinnacle
Entertainment's new L'Auberge Baton Rouge property.  This calaculation is based upon the property's 2013 first quarter
Adjusted EBITDA of $5.1 million times four, minus trailing twelve months through March 31, 2013 reported Adjusted
EBITDA of $10 million.

Pro forma Discretionary Cash Flow Calculation
42
PINNACLE ENTERTAINMENT STAND ALONE DISCRETIONARY CASH FLOW CALCULATION
TTM at 3/31/2013
Pinnacle Entertainment
(Dollars in Thousands)
Discretionary Cash Flow
Consolidated Adjusted EBITDA at 3/31/13 (a)
284,509
Less:  Interest Expense, before Capitalized Interest (b)
(116,700)
Less:  Cash Paid for Income Taxes (c)
(3,546)
Less:  Maintenance Capital Expensitures (d)
(43,100)
Combined Company Pro forma Discretionary Cash Flow
121,163
Source: Pinnacle Entertainment SEC Filings.
(a)
Represents Pinnacle Entertainment's reported Consolidated Adjusted EBITDA for the trailing twelve month period
ended March 31, 2013. In the trailing twelve month period ended March 31, 2013, the net revenues and Adjusted
EBITDA for Lumiere Place Casino and Hotels was $190.7 million and $34.3 million, respectively, comprising 49% and
35% of the St. Louis segment results, respectively.
(b)
Based upon the combined company's expected pro forma capital structure. The profma capital structure is not
adjusted for proceeds from regulatory asset divestitures in St. Louis and Lake Charles.
(c)
Estimated combined company cash taxes relate principally to state level income taxes. Federal cash taxes are
expected to be limited by the combined company's substantial Federal NOL carry forwards.
(d)
Represents Pinnacle Entertainment's TTM at 3/31/13 total capital capital expenditures, minus capital spending on
growth projects (River Downs and L'Auberge Baton Rouge).

Pro forma Discretionary Cash Flow Calculation
43
COMBINED COMPANY PRO FORMA DISCRETIONARY CASH FLOW CALCULATION
TTM at 3/31/2013
Pro forma Combined Company
(Dollars in Thousands)
Discretionary Cash Flow
Combined Company Pro forma Consolidated Adjusted EBITDA at 3/31/13 (a)
683,326
Less:  Pro forma Cash Interest Expense (b)
(267,385)
Less:  Pro forma Combined Company Cash Taxes (c)
(4,800)
Less:  Pro forma Maintenance Capital Expenditures (d)
(96,400)
Combined Company Pro forma Discretionary Cash Flow
314,741
Source:  Pinnacle Entertainment and Ameristar Casinos SEC Filings.
(a)
Represents the sum of each company's reported Consolidated Adjusted EBITDA for the trailing twelve month period ended
March 31, 2013, plus $40 million of expected synergies, $10.5 million Baton Rouge Adjusted EBITDA annualization
increment.  Pinnacle's Consolidated Adjusted EBITDA is not adjusted for Lumiere Place Casino and Hotels. In the trailing
twelve month period ended March 31, 2013, the net revenues and Adjusted EBITDA for Lumiere Place Casino and Hotels was
$190.7 million and $34.3 million, respectively, comprising 49% and 35% of St. Louis segment results, resoectively.
(b)
Based upon the combined company's expected pro forma capital structure.  The profma capital structure is not adjusted for
proceeds from regulatory asset divestitures in St. Louis and Lake Charles.
(c)
Estimated combined company cash taxes relate principally to state level income taxes.  Federal cash taxes are expected to be
limited by the combined company's substantial Federal NOL carry forwards.
(d)
Represents the sum of Pinnacle Entertainment and Ameristar Casinos TTM at 3/31/13 total capital capital expenditures, minus
capital spending on growth projects (Lake Charles, River Downs and L'Auberge Baton Rouge).  Ameristar Casinos total capital
expenditures are further adjusted for one-time, non-recurring expenditures related to the Vicksburg site stabilization project
of
$5.1
million
and
a
$9.3
million
charge
related
to
St.
Charles
hotel
construction
litigation

Stock widget

Investing forum

Gold Merger Sub, LLC Reports