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Pinnacle Entertainment confirms receipt of unsolicited proposal from Gaming and Leisure Properties to acquire Its real estate assets9 March 2015LAS VEGAS, Nevada -- (PRESS RELEASE) -- Pinnacle Entertainment, Inc. today confirmed that its Board of Directors has received an unsolicited proposal from Gaming and Leisure Properties, Inc. to acquire Pinnacle's real estate assets for GLPI shares as part of a taxable separation transaction. Pinnacle's Board of Directors and management team are committed to acting in the best interests of all Pinnacle shareholders. Consistent with its fiduciary duties, Pinnacle's Board, in consultation with its independent financial and legal advisors, will carefully review and evaluate GLPI's proposal to determine the course of action that it believes is in the best interest of the Company and its shareholders. As announced in November 2014, Pinnacle is pursuing a plan to separate the Company's operating assets and its real estate assets into two publicly traded companies in a tax-free transaction. As previously noted, the Company believes this separation will provide a lower weighted average cost of capital and an attractive financial platform to take advantage of future opportunities to create long term shareholder value within the casino gaming industry and the broader leisure and entertainment sector. The Company noted that on January 16, 2015, it received from GLPI an indication of interest in pursuing a potential acquisition of Pinnacle's real estate assets. While Pinnacle's Board did not view the proposed transaction as likely to result in greater value to Pinnacle shareholders than the Company's existing plan, in order to explore whether there was a path to a more attractive transaction, the Company indicated its willingness to engage in discussions with GLPI under appropriate terms, which GLPI refused. On Friday March 6, 2015, the Company received an email from GLPI outlining revised proposed terms for a transaction and a request for information. The Company advised GLPI that the Pinnacle Board would review the proposal and respond promptly, but GLPI decided not to wait for the consideration of Pinnacle's Board. Skadden, Arps, Slate, Meagher & Flom LLP and Gibson, Dunn & Crutcher LLP are acting as Pinnacle's legal advisors, and Goldman, Sachs & Co. is serving as its financial advisor. |