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Pinnacle Entertainment Announces Pricing Of $850 Million Private Offering Of Senior Notes

Stocks in this article: PNK

LAS VEGAS, July 30, 2013 (GLOBE NEWSWIRE) -- Pinnacle Entertainment, Inc. (NYSE:PNK) announced today that PNK Finance Corp., its wholly-owned subsidiary, has priced its previously announced private offering of senior notes. The principal amount of the notes is $850 million and the notes will be issued at a price equal to 100.0% of their face value, will have an interest rate of 6.375% per annum and will mature on August 1, 2021.

Pinnacle intends to use the net proceeds from the proposed offering, together with proceeds from an anticipated new senior secured credit facility, to finance the aggregate cash consideration for its pending acquisition of Ameristar Casinos, Inc. ("Ameristar"), 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. The offering is expected to be completed on or about August 5, 2013, prior to the expected consummation of Pinnacle's acquisition of Ameristar, subject to customary closing conditions.

The notes will initially be issued by PNK Finance Corp. Upon consummation of the acquisition of Ameristar, the proceeds from the offering are expected to be released from escrow, PNK Finance Corp. will merge with and into Pinnacle, with Pinnacle continuing as the surviving entity, and Pinnacle will be the obligor of the notes. The notes will be senior unsecured obligations of Pinnacle and, after Pinnacle becomes the obligor under the notes, will be guaranteed by substantially all of Pinnacle's subsidiaries (which will include Ameristar's former subsidiaries). If the acquisition is not consummated, the proceeds held in escrow will be returned to the purchasers.

The notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be offered or sold in the United States or to any U.S. persons absent registration under the Securities Act, or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The notes are being offered only to "qualified institutional buyers" under Rule 144A of the Securities Act or, outside the United States, to persons other than "U.S. persons" in compliance with Regulation S under the Securities Act.

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