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Feb. 26, 2007
Copyright © Las Vegas Review-Journal


Station OK's buyout

Sources say board accepts $5.5 billion bid to take company private

By RYAN NAKASHIMA
THE ASSOCIATED PRESS



Station Casinos' board reportedly has accepted a revised bid to take the locals gaming company, which owns Palace Station, private.
Photo by K.M. Cannon.

Station Casinos Inc.'s board of directors has accepted a revised buyout offer from its founding family and a unit of real estate firm Colony Capital LLC for about $5.5 billion, people familiar with the matter said Sunday.

The revised offer of $90 a share in cash came after an initial bid Dec. 4 by Colony and a group that included Chief Executive Frank J. Fertitta III and President Lorenzo Fertitta for $82 a share.

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The new offer is a 30.2 percent increase over the $69.10 per share closing price of Dec. 1 on the New York Stock Exchange, the Friday before the planned buyout was announced.

Following the announcement of the buyout offer from Fertitta Colony Partners on the following Monday the stock price closed at $84.90 and has fluctuated above around $83 since the last week of January.

The stock closed Friday at $83.30.

One local analyst Sunday said the revised offer was an improvement.

"At the end of the day the valuation pegged at $90 per share represents a substantial premium over where the company stood three months ago," Brian Gordon, principle at Las Vegas-based economic analyst company Applied Analysis, said. "Shareholders are benefitting from this transaction."

The rise in the per share offer comes after criticism and a few lawsuits from some stockholders arguing the original offer was too low and did not accurately capture the potential value of future casino earnings and tribal gaming contracts.

In January, CtW Investment Group, which holds more than 2.6 million shares of company stock, submitted a letter to the nonmanagement members of the board of directors arguing that the stock is worth more than $97 a share.

"In our view, the proposed $82 offer by Fertitta Colony Partners would allow the insiders of the company to unfairly capture the value of (the company's) investments at the expense of long-term shareholders," William Patterson, executive director of CtW, said in the letter.

Other stock holders have also filed lawsuits in District Court arguing that the long-term value of the stock was not being reflected in the offer price.

Neither CtW nor any of the litigants could be reached Sunday for comment.

The board voted Saturday to accept the higher offer, said the people familiar with the matter, who spoke on condition of anonymity because of the sensitivity of the negotiations. The board's acceptance was first reported by the Wall Street Journal, and the people confirmed that the details in the story were true.

The deal includes the assumption of about $3.4 billion in debt, valuing the entire company at about $8.9 billion.

Numerous calls to Station Casinos' represenatives where not returned Sunday.

When the deal was first announced, Station executives said they hoped to have an agreement completed before its next earnings statement, which is scheduled for Wednesday.

Colony Capital already has casino holdings including Kerzner International, Resorts Atlantic City, Accor Casinos and the Atlantic City Hilton and Las Vegas Hilton.

Colony most recently bid for Phoenix-based Aztar Corp., owner of the Tropicana casino-hotels in Las Vegas and Atlantic City, but walked away this spring when an affiliate of Columbia Sussex Corp. made a higher offer.

Frank Fertitta Jr. founded Station Casinos with a 100-slot-machine gambling parlor and snack bar in 1976, and his sons took the company public in 1993. It has grown to 16 properties in Southern Nevada, including several Las Vegas-area neighborhood casinos.

The company broke ground last Thursday on its latest gaming project, $600 million Aliante Station, a 50/50 partnership with the Greenspun Corp. It follows by 10 months the opening of the $925 million Red Rock Resort.

The company also has various undeveloped land holdings around Clark County and Reno.

Station Casinos President Lorenzo Fertitta said at the ground breaking that the company has not decided which project will be developed next.

The company has submitted early plans to Clark County for the development of 67 acres in the southwest part of the valley or develop its first Reno project.

It also manages one Native American casino is California with three more in the state and one in Michigan at various stages of approval.

Review Journal writer Arnold Knightly and Associated Press writer Adam Goldman contributed to this report.



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