Station Casinos tenders for 8 3/8% notes

New York, March 4 - Station Casinos Inc. said it had begun a cash tender offer for any and all its $400 million principal amount of 8 3/8% senior notes due 2008. The company has also begun soliciting noteholder consent to proposed indenture changes that would eliminate substantially all of the restrictive covenants.

The company set a consent deadline of 5 p.m. ET on March 16 and said the offer would expire at midnight ET on March 30, with both deadlines subject to possible extension.

Station Casinos set total consideration of $1,092.55 per $1,000 principal amount of notes tendered and accepted for purchase for those holders tendering their notes by the consent deadline; total consideration will include a $10 per $1,000 principal amount consent payment. Holders tendering their notes after the consent deadline but before the offer expires would receive consideration of $1,082.55 per $1,000 principal amount but would not receive the consent payment. All tendering noteholders will also receive accrued and unpaid interest up to, but not including, the date of payment for the notes.

Holders may not tender their notes without delivering consents nor can they deliver consents without tendering their notes.

Holders who validly tender their notes by the consent deadline will receive payment on the initial settlement date, which is expected to be on or about March 17.

The offer is subject to the satisfaction of certain conditions, including Station Casinos' receipt of tenders of notes representing a majority of the principal amount of the outstanding notes, and its being able to obtain senior financing on terms acceptable to the company in an amount sufficient to consummate the offer (Station Casinos was heard by high-yield syndicate sources on Thursday to have sold an upsized $450 million offering of new 6% senior notes due 2012 in a private placement).

Deutsche Bank Securities Inc. (call the High Yield Capital Markets department collect at 212 250-4270), Banc of America Securities LLC (call High Yield Special Products from the United States at 888 292-0070, or collect at 704 388-4813) and Lehman Brothers Inc. (call the Liability Management Group collect at 212 528-7581 or from within the United States at 800 438-3242.) The information agent for the offer is D.F. King & Co. Inc. (call 800 628-8532 or collect at 212 269-5550.)

As previously announced, Station Casinos, a Las Vegas-based casino gaming operator, is in the midst of a separate tender offer and related consent solicitation for any and all of its $375 million of outstanding 9 7/8% senior subordinated notes due 2010, via its dealer manager, Banc of America Securities and information agent D.F. King. & Co. That tender offer began on Feb. 6 and is scheduled expire on March 5.

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