Pinnacle Entertainment Sells Ameristar Casino Project

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July 2013

Irell & Manella represents Pinnacle Entertainment Inc. in connection with an agreement to sell the Ameristar Casino Lake Charles development project to an affiliate of Golden Nugget Casinos, which is owned by Tilman Fertitta. The hotel and casino project is currently being developed on a 242-acre site in Lake Charles, Louisiana, adjacent to Pinnacle's existing L’Auberge Lake Charles Casino Resort. On July 24, 2013, Golden Nugget and Pinnacle Entertainment entered into a definitive agreement whereby Golden Nugget will acquire all of the equity interests of the entity that owns the Ameristar Casino Lake Charles development project.

This divestiture is being undertaken by Pinnacle to address concerns raised by the Federal Trade Commission in an administrative complaint filed regarding Pinnacle’s proposed acquisition of Ameristar Casinos Inc.

Under the terms of the agreement, Golden Nugget will pay total consideration equal to all cash expenditures on the development up until the date of closing and the assumption of all outstanding payables related to the project at that time, less a $37 million credit. Golden Nugget will complete the development project following the closing of the transaction. Ameristar has disclosed that through June 30, 2013, it had invested total capital of $213.9 million in the Lake Charles project, including the original purchase price, capital expenditures and escrow deposits.

The transaction, which is expected to close by the end of 2013, is subject to the approval of the Louisiana Gaming Control Board and U.S. Federal Trade Commission, and it's conditioned upon Pinnacle completing its planned acquisition of Ameristar Casinos Inc., as well as customary closing conditions.

Led by partner Ashok Mukhey, the deal team included Ian Wiener, Sandra Kanengiser, Richard Wirthlin, Mitchell Cohen and Elliot Freier.