Argosy (NYSE:AGY)
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Penn National Gaming, Inc. (PENN: Nasdaq) announced
today that it has entered into an agreement with a subsidiary of
Columbia Sussex Corporation whereby immediately subsequent to the
completion of the merger of Penn National and Argosy Gaming Company
(AGY: NYSE), Argosy Gaming Company and the Columbia Sussex unit will
execute a securities purchase agreement. Under the securities purchase
agreement, the Columbia Sussex unit will purchase the Argosy
Casino-Baton Rouge casino property from Argosy Gaming Company (which
would then be a wholly owned subsidiary of Penn National) for $150
million in cash. The Columbia Sussex Corporation subsidiary has
provided a $15 million deposit toward the purchase price. Columbia
Sussex Corporation has guaranteed the financing for the transaction.
The sale of Argosy Casino-Baton Rouge is subject to the completion of
the Penn National/Argosy Gaming merger, purchase price adjustments,
other customary closing conditions and regulatory approvals.
Penn National Gaming previously reported that it was continuing to
work with various state gaming boards and the Federal Trade Commission
to obtain their required approvals to complete the Argosy Gaming
Company transaction and that it elected to divest Argosy Casino-Baton
Rouge to expedite securing necessary approvals. Penn National expects
to complete the Argosy Gaming transaction in the third quarter of
2005.
The value of the transaction represents a multiple of
approximately 8.2 times and 7.4 times Argosy Casino-Baton Rouge's
EBITDA (earnings before interest, taxes, depreciation and
amortization) for the twelve month periods ended December 31, 2004 and
March 31, 2005, respectively.
Argosy Casino-Baton Rouge features a three-level riverboat casino,
with over 870 slot machines and 30 table games, a 300-room Sheraton
hotel, four food and beverage outlets, 40,000 square feet of meeting
space and approximately 150,000 square feet of leasable retail space.
Penn National intends to use the approximately $125 million in net
after-tax proceeds from the sale to reduce debt. The property will be
reported as assets held for sale until closing.
Bear, Stearns & Co. Inc. acted as exclusive financial advisor to
Penn National in connection with this transaction. Libra Securities,
LLC acted as exclusive financial advisor to Columbia Sussex in
connection with this transaction.
About Penn National Gaming
Penn National Gaming owns and operates casino and horse racing
facilities with a focus on slot machine entertainment. The Company
presently operates eleven facilities in nine jurisdictions including
West Virginia, Illinois, Louisiana, Mississippi, Pennsylvania, New
Jersey, Colorado, Maine and Ontario. In aggregate, Penn National's
facilities feature over 13,000 slot machines, 260 table games, 1,286
hotel rooms and 417,000 square feet of gaming floor space.
The company is currently in the process of completing the
disposition of the Shreveport, Louisiana Hollywood Casino. In November
2004, Penn National Gaming agreed to acquire all of the outstanding
shares of Argosy Gaming Company, which it expects to complete in the
third quarter of 2005.
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Actual results may vary materially from expectations. The Company
describes certain of these risks and uncertainties in its filings with
the Securities and Exchange Commission, including its Annual Report on
Form 10-K for the year ended December 31, 2004. Meaningful factors
which could cause actual results to differ from expectations described
in this press release include, but are not limited to, risks related
to the following: our ability to successfully complete the proposed
acquisition of Argosy Gaming Company and to successfully integrate its
operations; and our ability to successfully complete the proposed
disposition of Argosy Casino-Baton Rouge, which is subject to the
conditions noted herein. Furthermore, the Company does not intend to
update publicly any forward-looking statements except as required by
law. The cautionary advice in this paragraph is permitted by the
Private Securities Litigation Reform Act of 1995.
About Columbia Sussex Corporation
Columbia Sussex and its affiliates are one of the largest
privately held hotel owners in the country, and one of Marriott
Corporation's top licensees. Columbia Sussex and its affiliates
operate 64 hotels, resorts and casinos in 28 states and overseas,
including the Lighthouse Point Casino in Greenville, Mississippi, the
Horizon Casino Resort in South Lake Tahoe and the Westin Casuarina
property on Grand Cayman Island. It has also recently opened the
Westin Casuarina in Las Vegas, and purchased Bally's New Orleans and
Caesars Tahoe.