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Pinnacle Entertainment Increases Size of Tender Offer for Notes22 November 2004LAS VEGAS – (PRESS RELEASE) -- Pinnacle Entertainment, Inc. (NYSE: PNK) announced today that it (the "Company") amended its previously announced cash tender offer for its 9.25% Senior Subordinated Notes due 2007 (the "Notes") to increase the maximum principal purchase amount it is seeking in the tender offer from $94 million to $97 million. The terms and conditions of the offer otherwise remain unchanged. The consideration to be paid for validly tendered Notes remains 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 $100 million which it expects to close on December 3, 2004. 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 Tendered Notes may not be withdrawn after the early tender date except as required by applicable law.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. If the tender offer is oversubscribed, the Company intends to purchase notes on a pro rata basis, up to $97 million in aggregate principal amount. To the extent that the tender offer is undersubscribed and there are remaining net proceeds from the debt financing, the Company currently intends to use such net proceeds to redeem additional Notes. 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 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. |