Fertittas will cash, take stake

Members of Station Casinos' founding family will cash out shares worth nearly half a billion dollars while using their extensive company stock holdings to help take the gaming company private, according to a filing Monday with the Securities and Exchange Commission.

Brothers and company executives Frank Fertitta III and Lorenzo Fertitta, and sister Delise Sartini and husband, Blake, will receive a combined $494.8 million for their remaining company options, unvested restricted stocks and share holdings at the close of the $5.7 billion buyout by Fertitta Colony Partners.

They will also invest approximately $870.5 million worth of remaining stock toward a 25 percent equity investment in the joint venture with Los Angeles-based private equity firm Colony Capital.

Colony Capital will contribute a cash investment of $2.6 billion for a 75 percent equity share of the new company, which will still operate as Station Casinos.

The company's board, without the Fertittas, agreed Feb. 23 to a $90 per share buyout, but no date has been set for a shareholders' vote to approve the deal.

The revised board at the close of the merger will consist of the Fertitta brothers and Colony Capital Chairman and Chief Executive Officer Tom Barrack.

Barrak now holds a gaming license through his firm's majority ownership of the Las Vegas Hilton, which it purchased in 2003 for $280 million.

One gaming analyst believes the company will be best served with the Fertitta brothers at the helm.

"The Fertittas have proven very good operators," said gaming analyst Jake Balzer for Guzman & Co. in a note to investors in February. "We doubt another owner could add value by running the company more efficiently."

Monday's filing showed that the Fertitta brothers are investing more than twice their stock holdings compared with what they are keeping in the company that was started nearly 31 years ago.

Frank Fertitta III, Station Casinos' chairman and chief executive officer, would invest $358.2 million worth of common stock and receive a little more than $148.6 million for his remaining stock options, unvested restricted and share holdings.

Vice Chairman and President Lorenzo Fertitta would invest $363.4 million worth of common stock and receive a little more than $145 million for outstanding shares.

The Sartinis would contribute common stock worth $148.8 million while receiving slightly less than $201 million for their common stock. They will have no active role in the company's day-to-day operations.

Blake Sartini is a former chief operating officer for Station Casinos. He left in September 2001 to form Golden Gaming, which owns and operates properties in Pahrump and Colorado and the casino at the Hard Rock Hotel. Golden Gaming also owns the chain of PT's Pub taverns in Las Vegas and Sparky's in Reno and Carson City.

The deal for the top executives contrasts with the buyout of Harrah's Entertainment by private equity firms Texas Pacific Group and Apollo Management.

While Harrah's Chairman and CEO Gary Loveman will receive a $94 million payout for stock options and unvested shares, but he has no ownership stake in the new company and could be removed by the new owners. He has a buyout clause of $18.9 million in severance pay if he leaves the company under certain conditions after the deal closes.

Loveman joined the board in early 2000, became CEO in January 2003 and has been chairman for the past two years.

Station Casinos' precursor, Bingo Palace, was opened in 1976 by Frank Fertitta Jr. as a gambling hall with 100 slot machines at the site now occupied by Palace Station.

He left the company when Station Casinos went public in May 1993.

Frank Fertitta III has been chairman and chief executive officer of Station Casinos since the company went public in May 1993.

Lorenzo Fertitta has been an executive director in the company since 1991 and president since 2000.

Federal regulators still have to review Monday's preliminary proxy filing before a date can be set for the shareholders meeting on the buyout.