his represents a premium of approximately 30% over the closing share price of Station’s common stock on December 1, 2006, the last trading day before disclosure of the initial offer made by FCP to acquire Station. The total value of the transaction is approximately us$ 8.8 billion, including the assumption or repayment of approximately us$ 3.4 billion of debt.
The company’s Board of Directors, acting upon the unanimous recommendation of a special committee comprised entirely of independent directors, has approved the merger agreement and has recommended that Station’s stockholders vote in favor of the merger agreement.
FCP is a new company formed by Frank J. Fertitta III, Chairman and Chief Executive Officer of Station, Lorenzo J. Fertitta, Vice Chairman and President of Station, and Colony Capital Acquisitions, LLC, an affiliate of Colony Capital, LLC (Colony). FCP has received financing commitments which are sufficient to consummate the acquisition. Frank and Lorenzo Fertitta, Blake and Delise Sartini, and Colony have provided equity funding commitments. Affiliates of Deutsche Bank as lead lender and JPMorgan Chase Bank have provided debt financing commitments.
Under the merger agreement, Station may solicit acquisition proposals from third parties for 30 business days following the signing of the merger agreement. The Special Committee, with the assistance of its independent advisors, intends to solicit acquisition proposals during this period.
There can be no assurances that the solicitation of acquisition proposals will result in an alternative transaction. Station does not intend to disclose developments with respect to this solicitation process unless and until the Special Committee has made a decision with respect to the alternative proposals it receives, if any.
The transaction is expected to be completed in approximately six to nine months, subject to regulatory approvals and customary closing conditions. It is not subject to a financing condition. The transaction also is subject to the approval of the merger agreement by 66 2/3% of the outstanding shares of common stock entitled to vote at a special meeting of stockholders and a majority of the outstanding shares of common stock (excluding shares held by FCP, Frank and Lorenzo Fertitta, Blake and Delise Sartini and their respective affiliates) present, in person or by proxy, and voting at such meeting. Such excluded stockholders currently own approximately 25% of the outstanding shares of common stock of the Company.
Station intends to pay stockholders its regular quarterly dividend of us$ 0.2875 per share in accordance with the terms of the merger agreement until the transaction closes.
Skadden, Arps, Slate, Meagher & Flom LLP and Kummer Kaempfer Bonner Renshaw & Ferrario provided legal advice to the Special Committee. Bear, Stearns & Co. Inc. served as financial advisor to the Special Committee and rendered a fairness opinion to the Board of Directors of Station in connection with the proposed transaction.
Milbank, Tweed, Hadley and McCloy LLP, Brownstein Hyatt Farber Schreck and Willkie Farr & Gallagher LLP are serving as the acquirors’ legal advisors. Deutsche Bank Securities, Inc. is serving as financial advisor to FCP.