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): August 8, 2011

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.)

8918 Spanish Ridge Avenue, Las Vegas, Nevada	89148
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (702) 541-7777

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 1.01. Entry into a Material Definitive Agreement.

On August 8, 2011, PNK Development 18, LLC, a Delaware limited liability company (“PNK 18”) and a wholly owned subsidiary of Pinnacle Entertainment, Inc. (the “Company”), entered into a shareholders agreement (the “Shareholders Agreement”) with Harbinger II S.a.r.l, Blue Line ACDL, Inc., Credit Distressed Blue Line Master Fund, Ltd., Global Opportunities Breakaway Ltd., and Breakaway ACDL, Inc. (collectively, “Harbinger”), and Asian Coast Development (Canada) Ltd., a British Columbia corporation (“ACDL”). The Shareholders Agreement was entered into in connection with the closing of PNK 18’s $95 million investment in ACDL pursuant to the previously announced Subscription Agreement dated as of May 25, 2011, between PNK 18 and ACDL. PNK 18 has purchased approximately 26% of the common shares and Series V preferred shares of ACDL. ACDL is the owner and developer of the Ho Tram Strip beachfront complex of destination integrated resorts and residential developments in southern Vietnam. Harbinger is the majority owner of the common shares and the Series V preferred shares of ACDL. The Ho Tram Strip is expected to be Vietnam’s first destination integrated resort and gaming complex and is scheduled to open in multiple phases. The multi-property resort complex is being developed by ACDL under an investment certificate from the Government of Vietnam.

The Shareholders Agreement contains arrangements among the parties thereto with respect to the business and affairs of ACDL and the ownership of securities of ACDL, including, without limitation, voting rights, board representation, rights to appoint an advisor to ACDL, financial information rights, transfer restrictions and other transfer provisions, tag-along rights, drag-along rights, rights of first negotiation upon a disposition of ACDL securities, preemptive rights, and majority and minority shareholder consent rights over certain corporate actions.

Item 8.01. Other Events.

On August 9, 2011, the Company issued a press release announcing the closing of the Company’s investment in ACDL. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
Exhibit 99.1	Press release dated August 9, 2011, issued by Pinnacle Entertainment, Inc.

SIGNATURES

Pursuant to the requirements of 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: August 11, 2011	By: /s/ John A. Godfrey
	John A. Godfrey
	Executive Vice President, General Counsel and Secretary

INDEX TO EXHIBITS

Exhibit No.	Description
Exhibit 99.1	Press release dated August 9, 2011, issued by Pinnacle Entertainment, Inc.

EX-99.1

EXHIBIT 99.1

PINNACLE ENTERTAINMENT CLOSES ON $95 MILLION
INVESTMENT IN ASIAN COAST DEVELOPMENT (CANADA) LTD.

LAS VEGAS, NV, August 9, 2011 — Pinnacle Entertainment, Inc. (NYSE: PNK) announced today that it has closed on its previously announced $95 million investment in Asian Coast Development (Canada) Ltd. (“ACDL”), the owner and developer of the Ho Tram Strip beachfront complex of destination integrated resorts and residential developments in southern Vietnam. As a result, Pinnacle acquired a 26% equity interest in ACDL and will receive proportional representation on ACDL’s board of directors; and secured a management agreement through 2058 (with the potential for a 20-year extension) for the second integrated resort of the multi-phase Ho Tram Strip destination resorts project.

Anthony Sanfilippo, President and Chief Executive Officer of Pinnacle Entertainment, said, “Our ACDL investment represents a risk-measured approach to utilizing our solid financial condition and significant free cash flow to diversify and enter one of the fastest growing gaming regions in the world. We look forward to working with the ACDL management team on the development of a unique integrated resort complex in a market that has many attractive growth characteristics. We believe our ability to participate as an owner and manager of the Ho Tram Strip integrated resorts will allow the Company to enhance long-term shareholder value.”

The Ho Tram Strip destination resorts project is located approximately 80 miles southeast of Ho Chi Minh City, Vietnam’s largest city which attracts the majority of Vietnam’s 5 million tourists each year. The first phase of the Ho Tram Strip, MGM Grand Ho Tram, is currently under construction with a planned opening in 2013. It will feature 541 luxury guest rooms and suites, a full spectrum of world-class restaurants and amenities, exquisite VIP accommodations, a conference center, and a spectacular entertainment area featuring 90 live table games and 500 electronic games. The second integrated resort of the Ho Tram Strip, for which Pinnacle has secured a management agreement, will be jointly developed by Pinnacle and ACDL, and owned by ACDL. Pinnacle and ACDL expect that the second integrated resort, which will be branded as a distinct and premium resort, will be similar in project scope to the MGM Grand Ho Tram resort that is currently under construction.

About Pinnacle Entertainment
Pinnacle Entertainment, Inc. owns and operates seven casinos, located in Louisiana, Missouri, Indiana and Nevada, and a racetrack in Ohio. The Company is also developing L’Auberge Casino & Hotel Baton Rouge, which is scheduled to open in the summer of 2012. In August 2011, Pinnacle acquired a 26% ownership stake in Asian Coast Development (Canada) Ltd. (ACDL), an international development and real estate company currently developing Vietnam’s first large-scale integrated resort.

About Asian Coast Development (Canada) Ltd.
Asian Coast Development (Canada) Ltd. (ACDL) is an international development company specializing in integrated resort destinations. ACDL, through its wholly-owned subsidiary Ho Tram Project Company Ltd, is the developer of the Ho Tram Strip, a group of integrated resorts to be located on more than 400 acres of land and more than two kilometers of pristine beach in Ho Tram, and approved in an Investment Certificate issued by the Government of Vietnam. With a focus on providing a personalized blend of excitement and relaxation, the Ho Tram Strip will feature something for everyone, from lavish entertainment to premium shopping and exceptional recreational facilities.

In November 2008, ACDL entered into an agreement with MGM Resorts International to provide pre-opening services and to manage and operate the first of ACDL’s five resorts under the MGM Grand brand. This will be Vietnam’s first large scale integrated resort and ultimately will include an 1,100-room, five-star MGM Grand hotel, a world-class entertainment facility, restaurants, high-tech meeting space, an exclusive VIP area, a championship golf course, as well as a variety of beach-front recreation activities. Phase I of this development is under construction and scheduled to open in 2013. It will be the initial component of the largest integrated resort complex in Vietnam. In August 2011, Pinnacle Entertainment Inc. acquired a 26% ownership stake in ACDL in exchange for a $95 million investment in ACDL. In addition, Pinnacle entered into a management agreement to manage and operate the second of ACDL’s five resorts. For more information about ACDL, please visit www.asiancoastdevelopment.com.

All statements included in this press release, other than historical information or statements of historical fact, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements, including statements regarding the the Ho Tram Strip, the projected opening date for MGM Grand Ho Tram, expected facilities and amenities for the phases of the Ho Tram Strip project, potential growth for ACDL and potential growth of the gaming markets in Vietnam and throughout Asia, the completion of the second integrated resort of the Ho Tram Strip and the expected returns of the Company’s investment in ACDL, are subject to risks, uncertainties and changes in circumstances that could significantly affect the Company’s future financial results and business. Accordingly, Pinnacle cautions that the forward-looking statements contained herein are qualified by important factors that could cause actual results to differ materially from those reflected by such statements. Such factors include, but are not limited to: (a) the global financial crisis may have an impact on ACDL’s or the Company’s business and financial condition in ways that the Company currently cannot accurately predict; (b) significant competition in the gaming industry could adversely affect ACDL’s or the Company’s profitability; (c) many factors, including the escalation of construction costs beyond increments anticipated in construction budgets, could prevent ACDL from completing its Ho Tram development project within budget and on time and as required by the conditions of its certificate in Vietnam; (d) ACDL will have to obtain all necessary approvals for completing the Ho Tram development project, including gaming and regulatory approvals, some of which are beyond its control; and (e) other risks, including those as may be detailed from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”). For more information on the potential factors that could affect the Company’s financial results and business, review the Company’s filings with the SEC, including, but not limited to, its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K.

CONTACT:

Investor Relations
Carlos Ruisanchez
Chief Financial Officer
702/541-7777 or investors@pnkmail.com Media Relations
Kerry Andersen
Director, Public Relations
337/395-7631 or kandersen@pnkmail.com

Richard Land, Jim Leahy
Jaffoni & Collins Incorporated
212/835-8500 or pnk@jcir.com

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