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Boyd Gaming Corporation Announces Note Offer17 May 2004LAS VEGAS – (PRESS RELEASE) -- Boyd Gaming Corporation ("Boyd Gaming") announced today that, in connection with its proposed acquisition (the "Merger") of Coast Casinos, Inc. ("CCI"), it has commenced a cash tender offer and consent solicitation (the "Tender Offer") for any and all of the $325 million outstanding aggregate principal amount of the 9.50% Senior Subordinated Notes due 2009 (the "Notes") (CUSIP # 19035CAF9) of Coast Hotels and Casinos, Inc. ("Coast"). Pursuant to the Merger, CCI will be merged with and into, and will become, a wholly owned subsidiary of Boyd Gaming. The Merger is expected to close in mid-2004, subject to the receipt of various regulatory and other approvals. Holders who validly tender their Notes by 5:00 p.m., New York City time, on Thursday, May 27, 2004 (the "Consent Date"), will receive total consideration of $1,051.25, consisting of (i) a purchase price of $1,031.25 per $1,000 principal amount of Notes and (ii) a consent payment of $20.00 per $1,000 principal amount of Notes accepted for purchase. All holders whose Notes are accepted for payment will also receive accrued and unpaid interest up to, but not including, the applicable date of payment for the Notes pursuant to the Tender Offer. The Tender Offer is scheduled to expire at 9:00 a.m., New York City time, on Wednesday, June 16, 2004, unless extended or earlier terminated (the "Expiration Date"). Holders who validly tender their Notes after the Consent Date and on or prior to the Expiration Date will not be entitled to receive the consent payment. The settlement date for Notes accepted for purchase in the Tender Offer will be promptly after the Expiration Date. In connection with the Tender Offer, Boyd Gaming is soliciting consents (the "Consent Solicitation") to certain proposed amendments (the "Consents") to amend or eliminate substantially all of the restrictive covenants, certain events of default and certain other related provisions contained in the indenture governing the Notes. Holders may not tender their Notes without delivering Consents or deliver Consents without tendering their Notes. Tenders of Notes pursuant to the Tender Offer may be validly withdrawn and Consents delivered pursuant to the Consent Solicitation may be validly revoked at any time on or prior to the Consent Date. Holders may not validly revoke a Consent unless they validly withdraw their previously tendered Notes. Notes tendered after the Consent Date may not be withdrawn. The Tender Offer and Boyd Gaming's obligation to accept Notes tendered and to pay the purchase price is subject to the satisfaction of certain conditions, including the satisfaction of certain conditions to consummate the Merger, the receipt of tenders of Notes representing at least a majority in aggregate principal amount of the outstanding Notes, receipt of financing for the Tender Offer, the execution of the supplemental indenture and other general conditions. The complete terms and conditions of the Tender Offer and the Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement dated May 14, 2004, copies of which may be obtained from D.F. King & Co., Inc., the information agent for the Tender Offer; banks and brokers call (212) 269-5550 (collect), all others call (800) 758-5378 (US toll-free). Holders of Notes are urged to read the Offer to Purchase and Consent Solicitation Statement carefully because it contains important information. Boyd Gaming has engaged Banc of America Securities LLC and Deutsche Bank Securities Inc. to act as joint dealer managers and solicitation agents in connection with the Tender Offer and the Consent Solicitation. Questions regarding the Tender Offer and the Consent Solicitation may be directed to Banc of America Securities LLC, High Yield Special Products, at 888-292-0070 (US toll-free) and 704-388-4813 (collect) or Deutsche Bank Securities Inc., High Yield Capital Markets, at 800-553-2826 (US toll-free) and 212-250-4270 (collect). |