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Pending Pinnacle Entertainment, Inc. merger (Notes)
3 Months Ended
Mar. 31, 2013
Pending Pinnacle Entertainment, Inc. merger [Abstract]  
Mergers, Acquisitions and Dispositions Disclosures [Text Block]
Pending Pinnacle Entertainment, Inc. merger
On December 20, 2012, the Company entered into the Merger Agreement with Pinnacle pursuant to which Pinnacle will acquire all of the outstanding common shares of the Company for $26.50 per share in cash. The Merger is subject to customary closing conditions, required regulatory approvals and approval by the Company’s stockholders. The transaction is expected to close in the second or third quarter of 2013. In connection with the pending Merger, the Company incurred professional fees and other expenses totaling approximately $2.2 million during the three months ended March 31, 2013. The Merger-related costs are reflected in selling, general and administrative expenses in the accompanying consolidated statements of income.
The Company and Pinnacle filed the required premerger notification and report forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) on January 11, 2013. On February 11, 2013, the Company and Pinnacle received a request for additional information and documentary materials from the Federal Trade Commission (the “FTC”) under the notification requirements of the HSR Act, which has the effect of extending the waiting period imposed by the HSR Act until 30 days after each company has substantially complied with the request, unless that period is extended voluntarily by the companies or terminated sooner by the FTC.
On April 25, 2013, the Company’s stockholders approved the Merger Agreement by a vote of approximately 81.6% of the outstanding shares. Pinnacle has filed applications for regulatory approvals as required under applicable gaming laws. Completion of the Merger remains subject to customary closing conditions and required antitrust and gaming regulatory approvals. No assurance can be given that the Merger will be completed.
The Merger Agreement restricts, among other things, the amount of dividends the Company may pay, the amount of capital expenditures the Company may commit to and the amount of additional debt the Company may incur prior to the closing of the Merger. The Merger Agreement also generally prohibits the Company from repurchasing additional shares of its stock without the consent of Pinnacle.
On April 2, 2013, the Company completed the solicitation of consents from holders of the 2021 Notes for waivers of and amendments to certain provisions of the Indenture and entered into a supplemental indenture to the Indenture to effect these waivers and amendments. The Company made the consent solicitation at the request and expense of Pinnacle in connection with the pending Merger. The waivers and amendments do not affect the terms of the 2021 Notes prior to the completion of the Merger.