Antitrust Law Daily Wrap Up, TOP STORY: FTC approves divestiture of casino assets to resolve concerns over gaming company combination, (Nov 20, 2013)

By Tobias J. Gillett, J.D., LL.M.

The FTC sent a letter today to counsel for Pinnacle Entertainment, Inc., approving its application to divest assets associated with Ameristar Casinos, Inc.’s casino and hotel currently under construction in Lake Charles, Louisiana to GNLC Holdings, Inc., the parent company of the owner of the Golden Nugget casinos and 450 restaurants nationwide (In the Matter of Pinnacle Entertainment, Inc., FTC File No. 131 0064). An agreement with the FTC, containing proposed consent orders, requires Pinnacle to divest the Lake Charles assets and a casino and two hotels in St. Louis, Missouri to resolve the FTC’s charges that its acquisition of Ameristar would reduce competition for casino services in St. Louis and Lake Charles.

In May, the FTC filed an administrative complaint against the proposed transaction, alleging that “Pinnacle’s acquisition of Ameristar will substantially lessen competition for casino services in the St. Louis, Missouri and Lake Charles, Louisiana areas, leading to higher prices and lower quality and levels of service for casino consumers.”

On August 12, the parties announced a settlement of the FTC’s charges. The proposed decision and order required Pinnacle to divest Ameristar’s Lake Charles assets and Pinnacle’s Lumiere casino assets in St. Louis to FTC-approved buyers within six months of the earlier of the date of the entry of the order or the acquisition date. If the Lake Charles assets were not divested within six months, Pinnacle could be required to divest its L’Auberge Casino Resort in Lake Charles. If the St. Louis assets were not divested within six months, Pinnacle could be required to divest the Ameristar Casino Resort Spa St. Charles. The proposed order would permit Pinnacle to compete its acquisition of Ameristar immediately.

The agreement also contained an order to hold separate and maintain assets intended to maintain the two casino properties being sold as viable, competitive, and ongoing businesses. Pinnacle filed an application to divest the Lake Charles assets on August 30, and filed an application to divest the St. Louis assets to Tropicana St. Louis, LLC, a wholly-owned subsidiary of Tropicana Entertainment, Inc., an operator of seven casino properties in five states, on September 13. The St. Louis application has not yet received FTC approval.

On August 19, 2013, the FTC published an analysis of the proposed agreement in the Federal Register for public comment. The public comment period was later extended until November 12 due to the partial government shutdown.

Attorneys: Jonathan S. Gowdy (Morrison & Foerster LLP) for Pinnacle Entertainment, Inc.

Companies: Pinnacle Entertainment, Inc.; GNLC Holdings, Inc.; Ameristar Casinos, Inc.; Landry’s Inc.

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