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Station buyout gets OK

Oct 23, 2007 12:55 AM

As expected, the Nevada Gaming Commission last week approved a complex $8.9 billion stock buyout-debt assumption of Station Casinos by members of its founding Las Vegas family and real estate investment firm Colony Capital.

The Commission followed the recommendation of the Nevada Gaming Control Board, which considered the transaction in a meeting held three weeks ago. Station’s stockholders approved the merger and merger agreement at a special meeting held August 13, 2007.

Under the takeover deal, brothers Frank Fertitta III and Lorenzo Fertitta, top executives of Station Casinos Inc. are joining with California-based Colony to form Fertitta Colony Partners, which will take over Station’s 12 casinos in the Las Vegas area and other interests.

The buyout includes a nearly $5.5 billion offer for Station stock, at $90 a share, plus an assumption of $3.4 billion in debt. It’s the largest private-equity buyout yet of a Nevada gambling company. Stockholders approved the plan in mid-August.

Approval by the National Indian Gaming Commission is the final remaining regulatory approval that is needed to complete the transaction. Station operates a tribal casino in Northern California.

Assuming the meeting of all regulatory approvals and other customary closing conditions, Station expects to close the transaction by the end of this month.

After the closing of the merger, the issued and outstanding shares of non-voting common stock of Station will be 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.

Under the terms of the merger agreement, holders of Station common stock will receive $90.00 in cash for each outstanding share of Station common stock.