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Exhibit 99.1
Contact: John McLaughlin, Chief Financial Officer, or
John Hewitt, Corporate Controller, 702-588-2411,
both of Harveys Casino Resorts
For Immediate Release:
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2:30 p.m., EST, November 15, 2000
Lake Tahoe, Nevada - Harveys Casino Resorts today announced that two
recently formed subsidiaries will commence cash tender offers and consent
solicitations with respect to Harveys senior subordinated notes as well as all
senior subordinated notes issued by Pinnacle Entertainment, Inc. (f/k/a
Hollywood Park, Inc.). The tender offers and the consent solicitations relate to
the financing of Harveys' acquisition of Pinnacle.
Harveys Acquisition Corporation is commencing a cash tender offer for all
of the approximately $150 million aggregate outstanding principal amount of
Harveys' 10-5/8% Senior Subordinated Notes due 2006. Concurrently, Pinnacle
Acquisition Corporation is commencing a cash tender offer for all of the
approximately $350 million aggregate outstanding principal amount of Pinnacle's
9 1/4% Senior Subordinated Notes due 2007 and all of the approximately $125
million aggregate outstanding principal amount of Pinnacle's 9 1/2% Senior
Subordinated Notes due 2007. In conjunction with the tender offers, noteholder
consents are being solicited to effect certain amendments to the indentures
governing these notes.
The purchase price will be paid for notes validly tendered and accepted for
purchase, as well as accrued and unpaid interest up to, but not including, the
payment date. The tender offers are scheduled to expire at 5:00 p.m., New York
City time on December 20, 2000, unless extended or earlier terminated.
Noteholders who provide consents to the proposed amendments will receive a
consent payment per $1,000 principal amount of notes tendered and accepted for
purchase pursuant to the offer if they provide their consents on or prior to
5:00 p.m., New York City time, on November 29, 2000, unless such date is
extended. The total consideration to be paid for each validly tendered Harveys
note and Pinnacle note and properly delivered consent will be based upon a fixed
spread of 50 basis points over the yield to maturity on the applicable reference
U.S. Treasury Note, and includes a consent payment of $30.00 per $1,000
principal amount of the Harveys notes and Pinnacle notes. The yield to maturity
of each reference U.S. Treasury Note used in the fixed spread formula will be
set a 2:00 p.m., New York City time, on the second business day prior to the
expiration time.
Harveys intends to finance the tender offers and consent solicitations with
a portion of the proceeds from an anticipated approximately $900 million senior
secured credit facility of PH Casino Resorts and an anticipated offering by PH
Casino Resorts of approximately $675 million
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of debt and preferred stock securities pursuant to Rule 144A and Regulation S
under the Securities Act of 1933, as amended. The securities to be offered have
not been registered under the Securities Act and, unless so registered, may not
be offered or sold in the United States, except pursuant to an applicable
exemption from such registration requirements.
The obligations to accept for purchase and to pay for notes in each tender
offer is conditioned on, among other things, the following:
. consummation of the mergers, or the offeror being satisfied in its
sole discretion that such consummation will occur substantially
concurrently with the expiration time of its tender offer, and
. PH Casino Resorts or its affiliates having received the proceeds of
the financing on terms acceptable to it, or PH Casino Resorts being
satisfied in its sole discre tion that such financing and such
proceeds will be received substantially concur rently with the
expiration time of the tender offer.
Harveys has retained Deutsche Banc Alex. Brown, Bear, Stearns & Co. Inc.
and Lehman Brothers to serve as the Dealer Managers and Solicitation Agents for
the tender offers and the consent solicitations. Requests for documents may be
directed to MacKenzie Partners, Inc., the Information Agent at (800) 322-2885.
Questions regarding the tender and consent solicitation may be directed to
Deutsche Banc Alex. Brown, at (800) 553-2826 (toll-free).
This announcement is not an offer to purchase, a solicitation of an offer
to purchase or a solicitation of consents with respect to any securities. The
tender offers and consent solicitations are being made solely by the Offers to
Purchase and Consent Solicitations Statements, each dated November 15, 2000.
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This press release contains "forward-looking statements," as defined in the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended, with respect to Harveys' business and its expectations or beliefs
concerning future events. These statements may include statements for the
period following the completion of the merger transactions. Words such as, but
not limited to, "believes," "expects," "anticipates," "estimates," "intends,"
"plans" and similar expressions are intended to identify forward-looking
statements. All forward-looking statements involve risks and uncertainties.
Many risks and uncertainties are inherent in the gaming industry. Others are
more specific to Harveys' operations. The occurrence of the events described,
and the achievement of the intended results, depend on many events, some or all
of which are not predictable or within Harveys' control. Actual results may
differ materially from expected results. All future written and verbal forward-
looking statements attributable to Harveys or any person acting on its behalf
are expressly qualified in their entirety by the cautionary statements contained
or referred to in this section. Harveys and its affiliates undertake no
obligation, and specifically decline any obligation, to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise. In light of these risks, uncertainties and
assumptions, the forward-looking events discussed in this press release might
not occur.
