International edition
September 29, 2020

For its 8.25% senior subordinated notes due 2012

Pinnacle Entertainment announces final results and closing of tender offer

(US).- Pinnacle Entertainment announced that it has accepted and purchased an additional us$ 17,390,000 in aggregate principal amount of its outstanding 8.25% Senior Subordinated Notes due 2012 that were tendered on or prior to the expiration date in response to its tender offer for up to us$ 75 million in aggregate principal amount of its outstanding 8.25 % Notes.

T

he tender offer expired August 25, 2009. As of the expiration date, us$ 211,874,000 in aggregate principal amount of 8.25 % Notes had been validly tendered and not withdrawn.

Since more than us$ 75,000,000 in aggregate principal amount of 8.25% Notes have been validly tendered on or prior to the expiration date, the company has purchased such 8.25% Notes on a pro rata basis, based on principal amount tendered (regardless of when tendered), generally rounded up or down to the nearest us$ 1,000.

This proration and rounding procedure is more fully described in the company's offer to purchase dated July 29, 2009, as amended by the Amendment thereto dated August 25, 2009. The proration factor was approximately 35.4 % of the principal amount of the 8.25 % Notes validly tendered and not withdrawn prior to the expiration date.

The company purchased a total of us$ 75,000,000 in aggregate principal amount of 8.25% Notes in the tender offer, of which us$ 57,610,000 in aggregate principal amount was purchased on August 12, 2009 following the early tender date and us$ 17,390,000 in aggregate principal amount was purchased on August 26, 2009 following the expiration date.

The firm will promptly return or credit to the holder's account 8.25 % Notes tendered but not purchased due to proration.

Tendering holders whose 8.25% Notes were accepted following the expiration date were paid an aggregate of approximately us$ 18,390,374, representing us$ 1,020.63 per us$ 1,000 principal amount of purchased 8.25% Notes plus accrued interest to, but not including, the date hereof. Following the purchases described above, us$ 200,000,000 in aggregate principal amount of the 8.25% Notes remain outstanding.

The company used a portion of the proceeds from its recently completed issuance of us$ 450,000,000 in aggregate principal amount of 8.625% Senior Notes due 2017 to fund the purchase of the prorated portion of the 8.25% Notes tendered on or prior to the expiration date and the payment of associated expenses and accrued interest.

J.P. Morgan and BofA Merrill Lynch acted as the dealer managers for the tender offer. The Bank of New York Mellon Trust Company, N.A. acted as the depositary agent in connection with the tender offer. D.F. King & Co., Inc. acted as the information agent for the tender offer.

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