8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 28, 2009

PINNACLE ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)

Delaware	001-13641	95-3667491
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3800 Howard Hughes Parkway Las Vegas, Nevada	89169
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (702) 784-7777

N/A

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On July 28, 2009, Pinnacle Entertainment, Inc. issued a press release announcing the pricing of $450 million aggregate principal amount of new 8.625% senior notes due 2017, which will be issued pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
Exhibit 99.1	Press release dated July 28, 2009, issued by Pinnacle Entertainment, Inc.

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.  

	PINNACLE ENTERTAINMENT, INC.
	(Registrant)
Date: July 28, 2009	By:	/s/ Christopher K. Plant
		Christopher K. Plant
		Vice President-Investor Relations and Treasurer

 

INDEX TO EXHIBITS  

Exhibit No.	Description
Exhibit 99.1	Press release dated July 28, 2009, issued by Pinnacle Entertainment, Inc.

EX-99.1

Exhibit 99.1

FOR FURTHER INFORMATION
At the Company – (702) 784-7777:
Dan Lee – Chairman & CEO
Steve Capp – CFO
Carlos Ruisanchez – Strategic Planning & Development
Chris Plant or Lewis Fanger – Investor Relations
Pauline Yoshihashi – Media

PINNACLE ENTERTAINMENT ANNOUNCES PRICING OF
$450 MILLION IN AGGREGATE AMOUNT OF 8.625% SENIOR NOTES DUE 2017

LAS VEGAS, July 28, 2009 – Pinnacle Entertainment, Inc. (NYSE: PNK) announced today the pricing of $450 million aggregate principal amount of new 8.625% senior notes due 2017, which will be issued in a private placement. The notes will be issued at a price of 98.597% of par. The offering is scheduled to close on August 10, 2009, subject to closing conditions.

The Company intends to use a portion of the net proceeds from the offering to repurchase or redeem all of its existing 8.75% senior subordinated notes due 2013, of which $135 million in aggregate principal amount is outstanding, to repay approximately $206 million in revolving credit borrowings under its credit facility and to repurchase or redeem $75 million in aggregate principal amount of its existing 8.25% senior subordinated notes due 2012. The Company expects to redraw revolver borrowings to fund its development projects in the future. The Company also expects to use the remaining net proceeds from the offering for general corporate purposes, including funding its development projects.

The new senior notes will not be registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or a solicitation of an offer to buy the new senior notes.