UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 27, 2011
Ameristar Casinos, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction of
incorporation)
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000-22494
(Commission File Number)
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880304799
(I.R.S. Employer
Identification No.) |
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3773 Howard Hughes Parkway, Suite 490S
Las Vegas, Nevada
(Address of principal executive offices)
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89169
(Zip Code) |
Registrant’s telephone number, including area code: (702) 567-7000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On February 27, 2011, Ameristar Casinos, Inc. (the “Company”) entered into a binding letter
agreement (the “Letter Agreement”) with the Co-Executors of the Estate of Craig H. Neilsen (the
“Estate”), the Company’s majority stockholder, pursuant to which the Company will purchase
26,150,000 shares of the Company’s common stock held by the Estate at a purchase price of $17.50
per share, for an aggregate purchase price of $457,625,000. The shares to be repurchased represent
approximately 45 percent of the Company’s outstanding shares and 83 percent of the Estate’s current
holdings in the Company. After giving effect to the transaction, the Estate will own approximately
17 percent of the Company’s common stock. The transaction is expected to close in the second
quarter of 2011, subject to financing and customary closing conditions, including the receipt of
any necessary gaming and other regulatory approvals. In connection with the transaction, the
Company plans to obtain approximately $2.1 billion in new debt financing, the proceeds of which
will be used to retire its approximately $1.5 billion of existing indebtedness, to fund the share
repurchase and for general working capital purposes.
A special committee of the Company’s Board of Directors (the “Board”), consisting entirely of
independent and disinterested directors, structured and negotiated the transaction and unanimously
recommended its approval to the full Board, and the transaction was unanimously approved by
directors participating in the vote. Ray H. Neilsen, the Company’s Chairman of the Board, and
Gordon R. Kanofsky, the Company’s Chief Executive Officer and Vice Chairman of the Board, who are
also the Co-Executors of the Estate, did not participate in the Board meeting at which the vote was
taken.
The Letter Agreement and the press release publicly announcing the transaction are filed
herewith as Exhibits 10.1 and 99.1, respectively, and are incorporated herein by reference. The
summary of the Letter Agreement contained herein is qualified in its entirety by reference to the
Letter Agreement filed herewith.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Each of the exhibits listed below is incorporated herein in its entirety.
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| Exhibit |
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Description |
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10.1
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Letter Agreement dated February 27, 2011 between Ameristar
Casinos, Inc. and the Co-Executors of the Estate of Craig H.
Neilsen |
99.1
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Press Release of Ameristar Casinos, Inc. dated February 28, 2011 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Ameristar Casinos, Inc.
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By: |
/s/ Peter C. Walsh
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Name: |
Peter C. Walsh |
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Title: |
Senior Vice President and General Counsel |
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Dated: February 28, 2011