24.10.2007 03:25:00
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Station Casinos Notifies New York Stock Exchange of Intent to Delist Common Stock
Station Casinos, Inc. (NYSE: STN; "Station”
or the "Company”)
announced that today it notified the New York Stock Exchange (the "NYSE”)
of its intent to delist its common stock, par value $0.01 per share,
from the NYSE immediately following the consummation of the transactions
contemplated by the merger agreement entered into among Station,
Fertitta Colony Partners LLC, a Nevada limited liability company ("FCP”),
and Merger Sub.
At the effective time of the merger, each share of Station common stock
(other than shares of Station common stock owned by FCP, Merger Sub, FCP
Holding, Inc., a Nevada corporation and a wholly-owned subsidiary of
FCP, Fertitta Partners LLC or any wholly-owned subsidiary of Station or
shares of Station common stock held in treasury) shall be canceled and
converted into the right to receive $90.00 in cash, without interest.
Following the closing of the merger, Station will be directly owned by
affiliates of Frank J. Fertitta III, Chairman and Chief Executive
Officer of Station, Lorenzo J. Fertitta, Vice Chairman and President of
Station, Blake L. Sartini and Delise F. Sartini and affiliates of Colony
Capital, LLC.
As a result of the merger, Station will cease to be a publicly-traded
company. However, the surviving corporation will continue to file
periodic reports with the Securities and Exchange Commission because the
voting common stock of the surviving corporation will be registered
pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended, and such reports may be required by indentures governing the
outstanding indebtedness of the surviving corporation or applicable law.
Subject to satisfaction of all remaining regulatory approvals and other
customary closing conditions, Station expects to close the transaction
near the end of October 2007. Approval of the National Indian Gaming
Commission is the final remaining regulatory approval that is needed to
complete the transaction.
About Colony Capital, LLC
Founded in 1991 by Chairman and Chief Executive Officer Thomas J.
Barrack, Jr., Colony Capital, LLC ("Colony”)
is a private, international investment firm focusing primarily on real
estate-related assets, securities and operating companies. The firm has
invested approximately $20 billion in over 8,400 assets through various
corporate, portfolio and complex property transactions. As one of the
few private investment firms licensed in gaming, Colony owns Resorts
International Atlantic City, the Las Vegas Hilton, Resorts East Chicago,
Resorts Tunica, Atlantic City Hilton and Bally’s.
Colony is also a partner in Accor Casinos in Europe. Colony has a staff
of more than 160 and is headquartered in Los Angeles, with offices in
New York, Boston, Hawaii, London, Madrid, Paris, Rome, Beirut, Hong
Kong, Seoul, Shanghai, Taipei and Tokyo. For more information visit www.colonyinc.com.
Company Information and Forward Looking Statements
Station Casinos, Inc. is the leading provider of gaming and
entertainment to the residents of Las Vegas, Nevada. Station’s
properties are regional entertainment destinations and include various
amenities, including numerous restaurants, entertainment venues, movie
theaters, bowling and convention/banquet space, as well as traditional
casino gaming offerings such as video poker, slot machines, table games,
bingo and race and sports wagering. Station owns and operates Red Rock
Casino Resort Spa, Palace Station Hotel & Casino, Boulder Station Hotel
& Casino, Santa Fe Station Hotel & Casino, Wildfire Casino and Wild Wild
West Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas, Nevada,
and Sunset Station Hotel & Casino, Fiesta Henderson Casino Hotel, Magic
Star Casino, Gold Rush Casino and Lake Mead Casino in Henderson, Nevada.
Station also owns a 50% interest in Green Valley Ranch Station Casino,
Barley’s Casino & Brewing Company and The
Greens in Henderson, Nevada and a 6.7% interest in a joint venture that
owns the Palms Casino Resort in Las Vegas, Nevada. In addition, Station
manages Thunder Valley Casino near Sacramento, California on behalf of
the United Auburn Indian Community.
This press release contains certain forward-looking statements with
respect to the Company and its subsidiaries which involve risks and
uncertainties that cannot be predicted or quantified, and consequently,
actual results may differ materially from those expressed or implied
herein. Such risks and uncertainties include, but are not limited to,
the occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement with Parent; the
outcome of any legal proceedings that have been, or will be, instituted
against the Company related to the merger agreement; the inability to
complete the merger due to the failure to satisfy other conditions to
complete the merger, including the receipt of all regulatory approvals
related to the merger; the failure to obtain the necessary financing
arrangements set forth in the debt and equity commitment letters
delivered pursuant to the merger agreement; risks that the proposed
transaction disrupts current plans and operations and the potential
difficulties in employee retention as a result of the merger; the amount
of the costs, fees, expenses and charges related to the merger; the
effects of local and national economic, credit and capital market
conditions on the economy in general, and on the gaming and hotel
industries in particular; changes in laws, including increased tax
rates, regulations or accounting standards, third-party relations and
approvals, and decisions of courts, regulators and governmental bodies;
litigation outcomes and judicial actions, including gaming legislative
action, referenda and taxation; acts of war or terrorist incidents or
natural disasters; the effects of competition, including locations of
competitors and operating and market competition; and other risks
described in the filings of the Company with the Securities and Exchange
Commission, including, but not limited to, the Company’s
Annual Report on Form 10-K for the year ended December 31, 2006, as
amended, and its Registration Statement on Form S-3ASR File No.
333-134936. All forward-looking statements are based on the Company’s
current expectations and projections about future events. All
forward-looking statements speak only as of the date hereof and the
Company undertakes no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or
otherwise. Additional financial information, including presentations
from recent investor conferences, is available in the "Investors”
section of the Company’s website at www.stationcasinos.com.
None of the information contained on the Company’s
website shall be deemed incorporated by reference or otherwise included
herein.
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