Ameristar gets credit facility commitment to back Aztar bid

By Sara Rosenberg

New York, April 3 - Ameristar Casinos Inc. has received a commitment for a new credit facility from Wachovia Securities, Merrill Lynch & Co. and Wells Fargo Bank to help fund its bid to acquire Phoenix-based gaming company Aztar Corp., company officials said in a conference call Monday.

Ameristar has offered to purchase Aztar for $42.00 per share, as compared to the acquisition agreement that was already entered into between Pinnacle Entertainment Inc. and Aztar in March, under which Aztar shareholders would receive $38.00 per share in cash.

Ameristar's proposal to acquire Aztar is subject to limited confirmatory due diligence, which the company is prepared to commence immediately, and the execution of a definitive merger agreement between the companies.

Ameristar's proposal is not subject to any financing conditions and the Las Vegas-based gaming and entertainment company anticipates that it would be able to close the transaction by the end of 2006.

Last month, Pinnacle announced that it entered into a purchase agreement with Aztar, with the transaction expected to close in the fourth quarter, subject to approval by Aztar shareholders and the satisfaction of customary closing conditions, including the receipt of necessary regulatory and governmental approvals.

Like the Ameristar proposal, the Pinnacle purchase agreement is not subject to financing.

To fund the Aztar acquisition, Pinnacle obtained a commitment for a $2.15 billion credit facility - consisting of a $1.25 billion seven-year term loan B, a $400 million 61/2-year term loan X and a $500 million five-year revolver, with the tranches expected to carry pricing in the Libor plus 250 basis points context - and $1.25 billion in bonds.

Lehman Brothers and Bear Stearns would be acting as joint lead arrangers and joint bookrunners on the Pinnacle credit facility and the interim loan, with Lehman also acting as administrative agent and Bear Stearns as syndication agent, the commitment letter said.

Pinnacle Entertainment is a Las Vegas-based owner and operator of gaming entertainment facilities.

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