Z Basal and its portfolio aggregation Affinity Gaming, a Las Vegas-based bank gaming operator, has proposed to access Abounding House Resorts, an owner, developer and abettor of gaming facilities. The accord would put the appraisal of Abounding House at $132.5 million. Sidley Austin LLP is confined as acknowledged admonition to Z Basal and Affinity Gaming on its takeover bid.
NEW YORK and LAS VEGAS – October 22, 2018 – Z Basal Partners (“Z Capital”), a arch another asset administrator of clandestine disinterestedness and acclaim funds, and its affiliate, Affinity Gaming (“Affinity”), today appear a angle to access Abounding House Resorts (“Full House” or the “Company”) (Nasdaq: FLL), a arch owner, developer and abettor of gaming accessories throughout the country.
The proposed transaction would be structured as a banknote or banal transaction with an action amount of the Aggregation of $132.5 million, which equates to $1.79 per allotment on a absolutely adulterated basis.
“Our angle represents a different and acute befalling to aerate amount for stockholders and stakeholders in both companies,” said James Zenni, Chairman of Affinity’s Board of Directors and Chief Authoritative Officer of Z Basal Partners. “Combining Abounding House’s custom-designed, bounded gaming backdrop with Affinity’s commutual portfolio will actualize a best-in-class belvedere for amount conception in this accumulation market. With an accomplished and committed administration team, Affinity would accompany cogent operational capabilities and ability that we accept would added actuate the accumulated company’s advance and alleviate abeyant abeyant for Abounding House stockholders.”
Zenni continued, “We attending advanced to a effective chat with the Abounding House Resorts Board of Directors as they backpack out their fiduciary duties on account of the Company’s stockholders.”
As an accustomed banking sponsor, Z Basal is assured it can access any all-important debt costs commitments bare to complete the proposed transaction and would accede to a post-signing “go shop” aeon to amuse the Board’s fiduciary duties.
Upon closing, the accumulated aggregation would abide headquartered in Las Vegas, with a administration aggregation led by afresh appointed Affinity CEO, Tony Rodio, a accurate authoritative with added than three decades of acquaintance in the gaming industry and a able clue almanac of transformative growth.
The abounding argument of the letter beatific to the Board of Directors of Abounding House on October 22, 2018 is below:
Board of DirectorsFull House Resorts, Inc.One Summerlin1980 Festival Plaza Drive, Suite 680Las Vegas, Nevada 89135
Dear Abounding House Resorts, Inc. Board of Directors:Following our affair with your administration aggregation beforehand this month, Z Basal Partners, L.L.C. (“Z Capital”) and its portfolio aggregation Affinity Gaming (together with Z Capital, “we”) are admiring to abide this non-binding angle to access Abounding House Resorts, Inc. (“Full House Resorts” or the “Company”).
The accumulated of Affinity Gaming and Abounding House Resorts would actualize an industry baton with a best-in-class portfolio of hotels and casinos in the United States. This angle creates a different befalling not contrarily accessible to the Company’s stockholders accustomed the bazaar assets and bound clamminess of the Company’s stock.1. Transaction Structure. The transaction would be structured as a banknote or banal transaction.
2. Consideration. We would adduce an action appraisal of the Aggregation of $132.5 million, which equates to $1.79 per allotment on a absolutely adulterated basis, in affiliation with the transaction.
3. Financing. We would apprehend to accounts the proposed transaction with debt costs from third affair banking institutions with whom Z Basal has longstanding relationships. We are awful assured that we can access any all-important debt banking commitments bare to complete the proposed transaction.
4. Due Activity and Exclusivity. Z Basal would crave a reasonable aeon to complete accepted due diligence. Z Basal intends to assignment with a aggregation of third-party admiral that it has formed with on added agnate affairs to complete its due activity and abetment with assay of the transaction, including Sidley Austin LLP as acknowledged counsel. Prior to admission of due diligence, Z Basal would crave the Aggregation to access into a accepted exclusivity acceding during which the Aggregation would accede to accommodate the absolute affidavit alone with Z Basal and not accost any another transaction. Z Basal would be able to accede to a post-signing “go shop” aeon to amuse the fiduciary assignment of the Board of Directors of the Aggregation (the “Board”).
5. Conditions. The proposed transaction would be accountable to: (a) satisfactory achievement of due diligence; (b) cancellation of debt costs commitments with account to the debt costs all-important to complete this transaction; and (c) acceding of one or added satisfactory absolute agreements with representations, warranties, covenants and closing altitude that are reasonable and accepted for affairs of this type. We are able to appear assignment anon to amuse these conditions. We are awful assured that the altitude can be annoyed expeditiously.
6. Non-Binding Letter of Intent. This Letter of Intent is non-binding and is advised alone as a angle summarizing key acceding of a proposed accretion of or alliance with the Company. This Letter of Intent does not actualize any agreement, obligation, right, duties or charge by any affair to access into any agreement. No obligation will appear or be created unless and until one or added absolute agreements are accomplished and delivered by the applicative parties.
7. Timing. We achievement to assignment with you on a adjourned base to complete this transaction successfully, and are able to bear a abstract alliance agreement, accountable to our due activity process. We advance that we access into a non-disclosure acceding with you so that we can activate due activity and discussions with your banking and acknowledged admiral at your ancient convenience. Due to the accent of these discussions and the amount represented by our proposal, we apprehend the Board to appoint in a abounding assay of our proposal.
We would be blessed to accomplish our aggregation accessible to accommodated with the Board at your ancient convenience. To the admeasurement we abort to apprehend a favorable acknowledgment from the Board to our angle by October 29, 2018, we assets the appropriate to booty our angle anon to the Company’s shareholders.
Best regards,Z Basal Partners, L.L.C.Name: James J. Zenni, Jr.Title: President & CEOAffinity GamingName: James J. Zenni, Jr.Title: Chairman, Board of Directors
Sidley Austin LLP is confined as acknowledged admonition to Z Basal and Affinity.
About Z Basal GroupZ Basal Group, L.L.C. and its subsidiaries (“Z Capital”) are a arch another asset administration close with about $2.3 billion of authoritative assets beneath management. For over two decades, the Partners of Z Basal accept formed alone to apprehend cogent basal acknowledgment by authoritative authoritative disinterestedness investments in accomplishment and automated companies beyond a assorted arrangement of industries, including basal materials, branded consumer, automotive parts, basal accessories and accepted manufacturing.Z Basal creates amount for its investors by accommodating with accomplished administration teams to accomplish advance allotment by structurally convalescent the cardinal position, competitiveness and advantage of its portfolio companies. The Z Basal Clandestine Disinterestedness Funds’ portfolio companies are aural abundant industries, accept accumulated anniversary revenues of about $1.3 billion, advertise articles in 57 countries, and accept over 11,000 advisers and an balance of 200,000 associates, anon and through collective ventures worldwide. The Z Basal advance action and portfolio companies are declared at www.zcapgroup.net.
About Affinity GamingAffinity Gaming is a adapted bank gaming aggregation headquartered in Las Vegas, Nevada. The company’s bank operations abide of 11 casinos, bristles of which are amid in Nevada, three in Colorado, two in Missouri and one in Iowa. For added advice about Affinity Gaming, amuse appointment its website: affinitygaming.com.
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