Welcome!

News Feed Item

Greektown Superholdings, Inc. Adopts a Shareholder Rights Plan

DETROIT, Dec. 31, 2012 /PRNewswire/ -- Greektown Superholdings, Inc. ("Greektown" or the "Company") announced today that its Board of Directors has adopted a Shareholder Rights Plan.

The Rights Plan is intended to protect Greektown and its stockholders from efforts to obtain control of Greektown that the Board of Directors determines are not in the best interests of Greektown and its stockholders, and to enable all stockholders to realize the long-term value of their investment in Greektown.  In general terms, it works by imposing a significant penalty upon any person or group that acquires 25% or more of the voting capital stock of the Company without approval of the Board of Directors or without entering a Minority Shareholder Protection Agreement (described below). 

Under the Shareholder Rights Plan, common share purchase rights will be distributed as a dividend at the rate of one Right for (a) each share of capital stock issued and outstanding on the record date, which will be the close of business on January 15, 2013, (b) each share of preferred stock issuable upon exercise of the Company's outstanding warrants to purchase preferred stock and (c) each share of preferred stock that has been accrued as a dividend upon the Company's outstanding preferred stock.  The distribution/payment date of the Rights dividend will be January 24, 2013, but such distribution/payment date may be delayed or suspended if required by the Michigan Gaming Control Board. 

The Company believes that the distribution/payment of the Rights dividend does not contravene any Michigan Gaming Control Board order or any regulation, but has requested guidance from the staff of the Michigan Gaming Control Board.

Each Right entitles the holder to purchase from the Company three-quarters (0.75) of a share of Series A-1 Common Stock of the Company initially at a price equal to the current market value of three-quarters of a share of Series A-1 Common Stock.  The Rights will continue to be represented by, and trade with, the Company's capital stock certificates unless the Rights become exercisable.

The Rights generally will be exercisable only if a person or group acquires beneficial ownership of 25% or more of the Company's voting stock, or commences a tender or exchange offer that, upon consummation, would result in a person or group owning 25 percent or more of the Company's voting stock.  A person that otherwise would cause the Rights to become exercisable by exceeding these thresholds can avoid causing the Rights to become exercisable by signing a Minority Shareholder Protection Agreement in the form attached to the Shareholder Rights Plan.  Existing shareholders that hold more than the 25% threshold may avoid triggering the exercisability of the Rights by complying with the covenants in the Minority Shareholder Protection Agreement.

The Minority Shareholder Protection Agreement provides that the signing shareholder and its affiliates (1) is only entitled to nominate, whether directly or indirectly, less than 50% of the board of directors of the Company and with respect to votes for directors other than their nominees for less than 50% of the board of directors the signing shareholder must cast its votes in the same proportion as the votes not controlled by the signing shareholder, (2) may not engage in transactions with the Company (including mergers and other transactions to extract value from its relationship with the Company) without approval of the majority of the members of the board of directors who are not nominated by the signing shareholder and its affiliates and approval of 2/3rds of the votes of shareholders other than the signing shareholder and its affiliates, and (3) will only be allowed to cast 29.9% of the total votes of the Company's capital stock with respect to any matter other than the election of directors (votes above 29.9% controlled by the signing shareholder and its affiliates would be cast in the same proportion as the votes not controlled by the signing shareholder).  Additionally, the Minority Shareholder Protection Agreement provides for a standstill to prevent the acquisition of additional shares by the signing shareholder and its affiliates. 

Under certain circumstances, the Rights may be redeemed for $0.00001 per right at the option of the Board of Directors. If not redeemed, the Rights will expire on December 30, 2015.

Generally, if the Rights become exercisable, then each stockholder, other than the stockholder whose acquisition has caused the rights to become exercisable, is entitled to purchase three-quarters of a share of a Series A-1 Common Stock for each right owned, at a purchase price equal to 50% of the then current market value of three-quarters of a share of Series A-1 Common Stock.  In addition, if, after the Rights become exercisable, the Company is acquired in a merger or other business combination, or 50% or more of its assets or earning power are sold, each Right will entitle the holder to purchase, for a purchase price equal to the then current market value of a share of Series A-1 Common Stock, a number of shares of common stock of the entity engaging in the transaction obtained by dividing the then current market value for three-quarters of a share of Series A-1 Common Stock by 50% of the then-current market value of the common stock of the entity engaging in such transaction.

In addition to the adoption of the Shareholder Rights Plan, the Greektown Board of Directors has adopted amendments to the Company's bylaws adding certain procedural requirements to action of stockholders by majority consents, providing that only the chairman of the Board of Directors, the chief executive officer or a majority of the Board of Directors have the right to call special meetings of the stockholders, fixing the minimum number of directors of the Board of Directors at seven, and providing that bylaws may be amended only by action of a majority of the Board of Directors or a vote of stockholders having at least two-thirds of the voting power of the outstanding capital stock.

Details regarding the Shareholder Rights Plan and the bylaw amendments will be contained in a Form 8-K to be filed by Greektown with the U.S. Securities and Exchange Commission. 

About Greektown Superholdings, Inc.

Greektown Superholdings, Inc. operates, through its subsidiaries, the Greektown Casino-Hotel. Located in the heart of Detroit's Greektown Dining and Entertainment District, Greektown Casino-Hotel opened on November 10, 2000. Greektown Casino-Hotel offers such amenities as Asteria, The Fringe, Shotz Sports Bar & Grill, Bistro 555, Brizola and a VIP lounge for players. Greektown Casino-Hotel opened its 400-room hotel tower in February 2009 and became the first Michigan casino to debut a smartphone application. For more information, visit greektowncasinohotel.com.

SOURCE Greektown Superholdings, Inc.

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
SYS-CON Events announced today that Interoute, owner-operator of one of Europe's largest networks and a global cloud services platform, has been named “Bronze Sponsor” of SYS-CON's 20th Cloud Expo, which will take place on June 6-8, 2017 at the Javits Center in New York, New York. Interoute is the owner-operator of one of Europe's largest networks and a global cloud services platform which encompasses 12 data centers, 14 virtual data centers and 31 colocation centers, with connections to 195 add...
DevOps is often described as a combination of technology and culture. Without both, DevOps isn't complete. However, applying the culture to outdated technology is a recipe for disaster; as response times grow and connections between teams are delayed by technology, the culture will die. A Nutanix Enterprise Cloud has many benefits that provide the needed base for a true DevOps paradigm.
Today we can collect lots and lots of performance data. We build beautiful dashboards and even have fancy query languages to access and transform the data. Still performance data is a secret language only a couple of people understand. The more business becomes digital the more stakeholders are interested in this data including how it relates to business. Some of these people have never used a monitoring tool before. They have a question on their mind like “How is my application doing” but no id...
SYS-CON Events announced today that Juniper Networks (NYSE: JNPR), an industry leader in automated, scalable and secure networks, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Juniper Networks challenges the status quo with products, solutions and services that transform the economics of networking. The company co-innovates with customers and partners to deliver automated, scalable and secure network...
Bert Loomis was a visionary. This general session will highlight how Bert Loomis and people like him inspire us to build great things with small inventions. In their general session at 19th Cloud Expo, Harold Hannon, Architect at IBM Bluemix, and Michael O'Neill, Strategic Business Development at Nvidia, discussed the accelerating pace of AI development and how IBM Cloud and NVIDIA are partnering to bring AI capabilities to "every day," on-demand. They also reviewed two "free infrastructure" pr...
The age of Digital Disruption is evolving into the next era – Digital Cohesion, an age in which applications securely self-assemble and deliver predictive services that continuously adapt to user behavior. Information from devices, sensors and applications around us will drive services seamlessly across mobile and fixed devices/infrastructure. This evolution is happening now in software defined services and secure networking. Four key drivers – Performance, Economics, Interoperability and Trust ...
In his keynote at @ThingsExpo, Chris Matthieu, Director of IoT Engineering at Citrix and co-founder and CTO of Octoblu, focused on building an IoT platform and company. He provided a behind-the-scenes look at Octoblu’s platform, business, and pivots along the way (including the Citrix acquisition of Octoblu).
Cloud Expo, Inc. has announced today that Aruna Ravichandran, vice president of DevOps Product and Solutions Marketing at CA Technologies, has been named co-conference chair of DevOps at Cloud Expo 2017. The @DevOpsSummit at Cloud Expo New York will take place on June 6-8, 2017, at the Javits Center in New York City, New York, and @DevOpsSummit at Cloud Expo Silicon Valley will take place Oct. 31-Nov. 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
DevOps is often described as a combination of technology and culture. Without both, DevOps isn't complete. However, applying the culture to outdated technology is a recipe for disaster; as response times grow and connections between teams are delayed by technology, the culture will die. A Nutanix Enterprise Cloud has many benefits that provide the needed base for a true DevOps paradigm. In his Day 3 Keynote at 20th Cloud Expo, Chris Brown, a Solutions Marketing Manager at Nutanix, will explore t...
Translating agile methodology into real-world best practices within the modern software factory has driven widespread DevOps adoption, yet much work remains to expand workflows and tooling across the enterprise. As models evolve from pockets of experimentation into wholescale organizational reinvention, practitioners find themselves challenged to incorporate the culture and architecture necessary to support DevOps at scale. In his session at @DevOpsSummit at 20th Cloud Expo, Anand Akela, Senior...
Join IBM November 2 at 19th Cloud Expo at the Santa Clara Convention Center in Santa Clara, CA, and learn how to go beyond multi-speed it to bring agility to traditional enterprise applications. Technology innovation is the driving force behind modern business and enterprises must respond by increasing the speed and efficiency of software delivery. The challenge is that existing enterprise applications are expensive to develop and difficult to modernize. This often results in what Gartner calls ...
Did you know that you can develop for mainframes in Java? Or that the testing and deployment can be automated across mobile to mainframe? In his session at @DevOpsSummit at 20th Cloud Expo, Vaughn Marshall, Sr. Principal Product Owner at CA Technologies, will discuss and demo how increasingly teams are developing with agile methodologies using modern development environments and automating testing and deployments, mobile to mainframe.
In recent years, containers have taken the world by storm. Companies of all sizes and industries have realized the massive benefits of containers, such as unprecedented mobility, higher hardware utilization, and increased flexibility and agility; however, many containers today are non-persistent. Containers without persistence miss out on many benefits, and in many cases simply pass the responsibility of persistence onto other infrastructure, adding additional complexity.
SYS-CON Events announced today that Hitachi Data Systems, a wholly owned subsidiary of Hitachi LTD., will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City. Hitachi Data Systems (HDS) will be featuring the Hitachi Content Platform (HCP) portfolio. This is the industry’s only offering that allows organizations to bring together object storage, file sync and share, cloud storage gateways, and sophisticated search an...
With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo 2016 in New York. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be! Internet of @ThingsExpo, taking place June 6-8, 2017, at the Javits Center in New York City, New York, is co-located with 20th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry p...