Pinnacle Entertainment Buys Ameristar Casinos

Pinnacle Entertainment, the Las Vegas-based gaming company, will acquire Ameristar Casinos, in a deal with an enterprise value of about $2.8 billion.


LAS VEGAS, Dec. 21, 2012 — Pinnacle Entertainment,
Inc. (NYSE:PNK) and Ameristar Casinos, Inc. (Nasdaq:ASCA) announced
today that the companies have entered into a definitive agreement under
which Pinnacle will acquire all of the outstanding common shares of
Ameristar for $26.50 per share in cash, for a total enterprise value of
$2.8 billion, including debt of $1.9 billion and cash on hand of $116
million as of September 30, 2012. This consideration represents a
premium of 45% over the average closing price of Ameristar common stock
for the 90 days ended December 20, 2012. The transaction has received
the unanimous approval of both the Ameristar and Pinnacle Boards of

Pinnacle will benefit from increased operational and geographic
diversity by more than doubling in size to 17 operating properties in
13 distinct geographies. The acquisition of Ameristar’s properties will
complement Pinnacle’s existing portfolio by adding eight casino-resorts
in some of the nation’s best gaming markets, including: St. Charles
near St. Louis, MO; Kansas City, MO; Council Bluffs, IA; Black Hawk,
CO; Vicksburg, MS; East Chicago, IN; and Jackpot, NV.

The consideration represents an EBITDA multiple of 7.6x Ameristar’s
Adjusted EBITDA of $365 million for the trailing 12-month period ended
September 30, 2012, excluding synergies Pinnacle expects to achieve.
The combined enterprise would have generated net revenue of $2.4
billion and Combined Adjusted EBITDA of $649 million (excluding $40
million of synergies Pinnacle expects to achieve), over the trailing
12-month period ended September 30, 2012.

Anthony Sanfilippo, President and Chief Executive Officer of Pinnacle
Entertainment commented, “The acquisition of Ameristar is a
transformative transaction for Pinnacle that will provide us the scale
and diversification to more effectively compete. The coupling of
Pinnacle and Ameristar properties will create a terrific portfolio of
quality assets to serve our combined guests. Over recent years, we have
made tremendous progress at Pinnacle in providing a higher level of
service to our guests and improving our financial performance. We are
thrilled about the opportunities that will be created by combining the
two companies. Both companies have developed cultures where team
members are focused on providing a high quality experience to their
guests and delivering outstanding financial outcomes for their
shareholders. Our operating philosophy and cultures are perfectly

“We believe the transaction represents a uniquely attractive
opportunity for Pinnacle and its shareholders given the significantly
improved geographic and operational diversification of the combined
portfolios,” continued Mr. Sanfilippo. “In addition, we believe there
is considerable opportunity to expand reach and generate synergies and
efficiencies of scale from the increased size of the combined company,
as well as an opportunity to drive property margin expansion by
applying best practices garnered from both Pinnacle and Ameristar
across the combined enterprise. As a result of the combination, we
expect to achieve synergies and efficiencies of scale of at least $40
million annually, with potentially greater realization as we move
forward through the integration process. Finally, we expect the
acquisition of Ameristar to be accretive to our free cash flow and
earnings per share following the closing, and for it to provide
increased long-term strategic and financial flexibility. We are
confident this transaction will drive long-term value for Pinnacle’s

Gordon Kanofsky, Chief Executive Officer of Ameristar Casinos
commented, “We are excited to have reached this agreement with Pinnacle
as this transaction maximizes value for our shareholders and provides
them with a significant and immediate premium. We are focused on
ensuring a smooth transition and look forward to working with the
Pinnacle team. The increased scale and diversification of the Company
will expand opportunities for our team members and provide enhancements
for our guests.”

The transaction is subject to customary closing conditions, approval by
Ameristar’s shareholders and required regulatory approvals. Pinnacle
expects the transaction to close by the end of the third quarter of
2013. Pinnacle has obtained committed financing for the transaction and
the transaction is not subject to a financing contingency.

Financial and Legal Advisory

Goldman, Sachs & Co. served as the exclusive financial advisor and
Morrison & Foerster LLP served as the legal advisor to Pinnacle. J.P.
Morgan and Goldman, Sachs & Co. provided the committed financing for
the transaction.

Lazard and Centerview Partners LLC served as financial advisors to
Ameristar and Gibson Dunn & Crutcher LLP served as legal counsel to

Investor Conference Call

Pinnacle and Ameristar will host a joint conference call for investors
today, Friday, December 21, 2012, at 9:00 a.m. (Eastern Time) / 6:00
a.m. (Pacific Time) to discuss the proposed acquisition. Investors can
listen to the call by dialing (706) 679-7241. The code to access the
conference call is 84097297. Investors may also listen to the
conference call live over the Internet at either or A presentation that will be discussed on the call
will be available in the Investor Relations section of Pinnacle’s

A replay of the conference call will be available shortly after the
conclusion of the call through January 4, 2013 by dialing (404)
537-3406. The code to access the replay is 84097297. The conference
call will also be available for replay at

About Pinnacle Entertainment

Pinnacle Entertainment, Inc. owns and operates seven casinos, located
in Louisiana, Missouri, and Indiana, and a racetrack in Ohio. In
addition, Pinnacle is redeveloping River Downs in Cincinnati, Ohio into
a gaming entertainment facility and holds a 26% ownership stake in
Asian Coast Development (Canada) Ltd. (ACDL), an international
development and real estate company currently developing Vietnam’s
first large-scale integrated resort on the Ho Tram Strip.

The Pinnacle Entertainment, Inc. logo is available at

About Ameristar Casinos

Ameristar Casinos is an innovative casino gaming company featuring the
newest and most popular slot machines. Ameristar has 7,200 dedicated
team members who pride themselves on delivering consistently friendly
and appreciative service to their guests. Ameristar continuously
strives to increase the loyalty of its guests through the quality of
its slot machines, table games, hotel, dining and other leisure
offerings. Ameristar’s eight casino hotel properties primarily serve
guests from Colorado, Idaho, Illinois, Indiana, Iowa, Kansas,
Louisiana, Mississippi, Missouri, Nebraska and Nevada. Ameristar has
been a public company since 1993, and its stock is traded on the Nasdaq
Global Select Market. Ameristar generates more than $1.1 billion in net
revenues annually.