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 15, 2013

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:

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

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

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

¨ 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 15, 2013, Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), issued a press release announcing the Company’s intention to seek commitments for a new senior secured credit facility expected to be comprised of a $1.6 billion term loan and a $1.0 billion revolving credit facility. The new senior secured credit facility will replace the existing senior credit facilities of the Company and Ameristar Casinos, Inc. (“Ameristar”) upon the consummation of the Company’s pending acquisition of Ameristar. A copy of the Company’s press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference.

In addition, on July 15, 2013, the Company issued a press release pursuant to Rule 135c of the Securities Act of 1933, as amended (the “Securities Act”), announcing that PNK Finance Corp., a wholly-owned subsidiary of the Company, intends to offer up to $800 million in aggregate principal amount of new senior unsecured notes only to “qualified institutional buyers” in an unregistered offering pursuant to Rule 144A under the Securities Act, and outside the U.S. to non-US persons pursuant to Regulation S under the Securities Act. A copy of the Company’s press release is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated July 15, 2013, issued by Pinnacle Entertainment, Inc. regarding the marketing of proposed new credit facility.
99.2	Press Release dated July 15, 2013, issued by Pinnacle Entertainment, Inc. regarding the private offering of senior notes.

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 15, 2013	By:	/s/ Elliot D. Hoops
		Elliot D. Hoops Vice President and Legal Counsel

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release dated July 15, 2013, issued by Pinnacle Entertainment, Inc. regarding the marketing of proposed new credit facility.
99.2	Press Release dated July 15, 2013, issued by Pinnacle Entertainment, Inc. regarding the private offering of senior notes.

EX-99.1

Exhibit 99.1

PINNACLE ENTERTAINMENT ANNOUNCES MARKETING OF TERM LOAN AND

REVOLVING CREDIT FACILITY

LAS VEGAS, NV, July 15, 2013 – Pinnacle Entertainment, Inc. (NYSE: PNK) announced today that it intends to commence a financing transaction and that it is in the process of seeking commitments for a $1.6 billion term loan and a $1.0 billion revolving credit facility.

The revolving credit facility is expected to mature in five years and the term loan is expected to mature in seven years, subject to earlier maturity under certain customary circumstances. The Company will begin to market the term loan and revolving credit facility to a lender group.

The Company intends to use the proceeds of the new senior secured credit facility to finance the aggregate cash consideration for its pending acquisition of Ameristar Casinos, Inc. (“Ameristar”), refinance its existing credit facilities, pay related transaction fees and expenses, redeem its existing 8.625% senior notes due 2017 and provide working capital and funds for general corporate purposes after the acquisition. If the acquisition of Ameristar Casinos is not consummated, the Company does not expect to enter into the new term loan and revolving credit facility.

About Pinnacle Entertainment

Pinnacle Entertainment, Inc. owns and operates seven casinos, located in Louisiana, Missouri, and Indiana, and a racetrack in Ohio. In addition, Pinnacle is redeveloping River Downs in Cincinnati, Ohio into a gaming entertainment facility, owns a minority interest in Asian Coast Development (Canada) Ltd., an international development and real estate company currently developing Vietnam’s first large-scale integrated resort on the Ho Tram Strip, and holds a majority interest in the racing license owner, as well as a management contract, for Retama Park Racetrack outside of San Antonio, Texas.

On December 20, 2012, Pinnacle agreed to acquire Ameristar Casinos, Inc. in an all cash transaction valued at $26.50 per Ameristar share or total consideration of $2.8 billion including assumed debt. Ameristar owns and operates casino facilities in St. Charles near St. Louis, Mo.; Kansas City, Mo.; Council Bluffs, Iowa; Black Hawk, Colo.; Vicksburg, Miss.; East Chicago, Ind.; and the Jackpot properties in Jackpot, Nev.

Ameristar and Pinnacle filed the required Hart-Scott-Rodino premerger notification and report forms on January 11, 2013. Pinnacle has filed applications for regulatory approvals as required under applicable gaming laws.

On February 11, 2013 the Company received a request for additional information and documentary materials (a “Second Request”) from the Federal Trade Commission (“FTC”) regarding its proposed acquisition of Ameristar. The information request was issued under notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976. On May 28, 2013, the FTC filed a civil administrative complaint alleging that the proposed acquisition would reduce competition and lead to higher prices and lower quality for customers in the St. Louis, Missouri and Lake Charles, Louisiana areas in violation of the U.S. antitrust law. On June 17, 2013, Pinnacle publicly announced

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that it had reached an agreement in principle with the Bureau of Competition Staff of the FTC that, subject to negotiation of a consent order, FTC approval and gaming regulatory approvals, would permit the consummation of the proposed acquisition. Under the agreement in principle, Pinnacle intends to sell Ameristar’s casino hotel development project in Lake Charles, Louisiana, and Pinnacle’s Lumière Place Casino, HoteLumière and the Four Seasons Hotel in St. Louis, Missouri, subject to gaming regulatory approvals. The consummation of the merger is expected to occur in the third quarter of 2013, subject to various conditions, including, among others, reaching definitive agreement with the FTC on the consent order, subject to any divestitures and other terms and conditions specified in the consent order, and obtaining the remaining requisite gaming regulatory approvals. No assurance can be given that the proposed acquisition will be completed.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on Pinnacle’s current expectations and are subject to uncertainty and changes in circumstances. These forward-looking statements include, among others, statements regarding the ability of Pinnacle to obtain commitments for the term loan and revolving credit facility and to complete the transaction with Ameristar. There is no assurance that the commitments will be obtained and the potential transaction will be consummated, and there are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. These risks and uncertainties include (a) the ability and timing of Pinnacle to obtain commitments for the term loan and credit facility and other funding necessary to complete the transaction with Ameristar on the terms expected, or at all; (b) timing to consummate a potential transaction between Pinnacle and Ameristar may be delayed based on circumstances beyond Pinnacle’s control, including the ability of Pinnacle to reach a resolution with the Federal Trade Commission (“Commission”); (c) the ability and timing to complete the dispositions proposed as part of the effort to reach a resolution with the Commission; (d) the ability and timing to obtain required regulatory approvals and satisfy or waive other closing conditions; (e) the possibility that the merger does not close when expected or at all, or that the companies may be required to modify aspects of the merger to achieve regulatory approval; (f) the requirement to satisfy closing conditions to the merger as set forth in the merger agreement; and (g) the risk factors disclosed in Pinnacle’s most recent Annual Report on Form 10-K, which Pinnacle filed with the Securities and Exchange Commission on March 1, 2013 and in all reports on Forms 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission by Pinnacle subsequent to the filing of the Form 10-K for the year ended December 31, 2012. Forward-looking statements reflect Pinnacle’s analysis as of the date of this press release. Pinnacle does not undertake to revise these statements to reflect subsequent developments, except as required under the federal securities laws. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

Belterra, Boomtown, Casino Magic, Heartland Poker Tour, L’Auberge Lake Charles, L’Auberge Baton Rouge, Lumière Place, River City, and River Downs are registered trademarks of Pinnacle Entertainment, Inc. All rights reserved.

Contacts:

Investor Relations	Media Relations
Vincent J. Zahn, CFA	Kerry Andersen
Vice President, Finance and Investor Relations	Director, Public Relations
702/541-7777 or investors@pnkmail.com	337/395-7631 or kandersen@pnkmail.com

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EX-99.2

Exhibit 99.2

PINNACLE ENTERTAINMENT ANNOUNCES PROPOSED PRIVATE OFFERING OF

SENIOR NOTES

LAS VEGAS, NV, July 15, 2013 – Pinnacle Entertainment, Inc. (NYSE: PNK) announced today that PNK Finance Corp., its wholly-owned subsidiary, intends to offer, subject to market and customary conditions, up to $800 million in aggregate principal amount of senior unsecured notes.

Pinnacle intends to use the net proceeds from the proposed offering, together with proceeds from an anticipated new senior secured credit facility, to finance the aggregate cash consideration for its pending acquisition of Ameristar Casinos, Inc. (“Ameristar”), pay related transaction fees and expenses, redeem its existing 8.625% senior notes due 2017 and provide working capital and funds for general corporate purposes after the acquisition. The proposed offering is expected to be commenced and completed in the third quarter of 2013, prior to the expected consummation of Pinnacle’s acquisition of Ameristar.

The notes will initially be issued by PNK Finance Corp. Upon consummation of the acquisition of Ameristar, the proceeds from the offering are expected to be released from escrow, PNK Finance Corp. will merge with and into Pinnacle, with Pinnacle continuing as the surviving entity, and Pinnacle will be the obligor of the notes. The notes will be senior unsecured obligations of Pinnacle and, after Pinnacle becomes the obligor under the notes, will be guaranteed by substantially all of Pinnacle’s subsidiaries (which will include Ameristar’s former subsidiaries). If the acquisition is not consummated, the proceeds held in escrow will be returned to the purchasers.

The notes proposed to be offered will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States or to any U.S. persons absent registration under the Securities Act, or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The notes will be offered only to “qualified institutional buyers” under Rule 144A of the Securities Act or, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act.

This press release is issued pursuant to Rule 135c of the Securities Act, is for informational purposes only and shall not constitute an offer to sell nor the solicitation of an offer to buy the notes or any other securities. The offering of the notes will not be made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful. The offering has not been approved by any gaming regulatory authority having jurisdiction over any of Pinnacle’s or Ameristar’s casino operations.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on Pinnacle’s current expectations and are subject to uncertainty and changes in circumstances. These forward-looking statements include, among others, statements regarding Pinnacle’s expectations with respect to the proposed offering of the notes by PNK Finance Corp. and to complete the transaction with Ameristar. There is no assurance that the proposed offering of the notes will be completed and the potential transaction will be consummated, and there are a number of risks and uncertainties that could cause

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actual results to differ materially from the forward-looking statements made herein. These risks and uncertainties include (a) market conditions for corporate debt generally, for the securities of gaming, hospitality and entertainment companies and for Pinnacle’s indebtedness in particular; (b) whether Pinnacle will offer the notes and the anticipated terms of the notes; (c) the timing and ability of Pinnacle to consummate the proposed offering; (d) the anticipated use of proceeds and difficulties, delays or unexpected costs in offering the notes, (e) timing to consummate a potential transaction between Pinnacle and Ameristar may be delayed based on circumstances beyond Pinnacle’s control, including the ability of Pinnacle to reach a resolution with the Federal Trade Commission (“Commission”); (f) the ability and timing to complete the dispositions proposed as part of the effort to reach a resolution with the Commission; (g) the ability and timing to obtain required regulatory approvals and satisfy or waive other closing conditions; (h) the possibility that the merger does not close when expected or at all, or that the companies may be required to modify aspects of the merger to achieve regulatory approval; (i) the requirement to satisfy closing conditions to the merger as set forth in the merger agreement; and (j) the risk factors disclosed in Pinnacle’s most recent Annual Report on Form 10-K, which Pinnacle filed with the Securities and Exchange Commission on March 1, 2013 and in all reports on Forms 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission by Pinnacle subsequent to the filing of the Form 10-K for the year ended December 31, 2012. Forward-looking statements reflect Pinnacle’s analysis as of the date of this press release. Pinnacle does not undertake to revise these statements to reflect subsequent developments, except as required under the federal securities laws. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

Belterra, Boomtown, Casino Magic, Heartland Poker Tour, L’Auberge Lake Charles, L’Auberge Baton Rouge, Lumière Place, River City, and River Downs are registered trademarks of Pinnacle Entertainment, Inc. All rights reserved.

Contacts:

Investor Relations	Media Relations
Vincent J. Zahn, CFA	Kerry Andersen
Vice President, Finance and Investor Relations	Director, Public Relations
702/541-7777 or investors@pnkmail.com	337/395-7631 or kandersen@pnkmail.com

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