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Pinnacle Entertainment Announces Cash Tender Offer

LAS VEGAS – (PRESS RELEASE) -- Pinnacle Entertainment, Inc. (NYSE: PNK) announced that it (the "Company") intends to commence a cash tender offer for up to $94 million in aggregate principal amount of its 9.25% Senior Subordinated Notes due 2007 (the "Notes"). The consideration to be paid for validly tendered Notes will be equal to either $1,025.17 per $1,000 principal amount of such Notes plus accrued and unpaid interest (the "Total Consideration"), which includes an early tender premium of $10.00 per $1,000 principal amount of Notes, payable for Notes tendered on or prior to the early tender date; or $1,015.17 per $1,000 principal amount of such Notes plus accrued and unpaid interest (the "Purchase Price"), for Notes tendered after the early tender date and on or prior to the expiration date. The aggregate principal amount of Notes currently outstanding is $162 million. The Company intends to fund the tender offer through a debt financing of approximately $100 million.

The early tender date is 12:00 midnight, New York City time, on Wednesday, December 1, 2004, unless extended or earlier terminated. Tendered Notes may not be withdrawn after the early tender date except as required by applicable law. The tender offer will expire at 8:00 a.m., New York City time, on Monday, December 20, 2004, unless extended or earlier terminated. Holders whose Notes are validly tendered and accepted for purchase will be paid, as part of the Total Consideration or the Purchase Price, as applicable, accrued and unpaid interest to, but not including, the day the Company deposits with the depositary funds sufficient to purchase Notes accepted in the tender offer.

If more than $94 million in aggregate principal amount of Notes is properly tendered on or before the expiration date of the tender offer, the Company intends to purchase Notes on a pro rata basis, up to $94 million in aggregate principal amount. The Company's obligation to accept Notes tendered and to pay the Total Consideration or the Purchase Price, as applicable, is subject to a number of conditions which are set forth in the Offer to Purchase and the Letter of Transmittal for the tender offer, including the completion of the proposed debt financing.

Bear, Stearns & Co. Inc. and Lehman Brothers Inc. have been retained as the dealer managers for the tender offer. Questions concerning the terms of the tender offer should be directed to Bear, Stearns & Co. Inc., Global Liability Management Group, at (877) 696-2327 or Lehman Brothers Inc., Liability Management Group at (800) 438-3242 or (212) 528-7581. The Bank of New York is the depositary agent in connection with the tender offer. D.F. King & Co., Inc. is the information agent for the tender offer. Requests for copies of the Offer to Purchase and Letter of Transmittal should be directed to the information agent at (800) 859-8511.

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