Click here to close now.

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
"ciqada is a combined platform of hardware modules and server products that lets people take their existing devices or new devices and lets them be accessible over the Internet for their users," noted Geoff Engelstein of ciqada, a division of Mars International, in this SYS-CON.tv interview at @ThingsExpo, held June 9-11, 2015, at the Javits Center in New York City.
SYS-CON Events announced today that Secure Infrastructure & Services will exhibit at SYS-CON's 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Secure Infrastructure & Services (SIAS) is a managed services provider of cloud computing solutions for the IBM Power Systems market. The company helps mid-market firms built on IBM hardware platforms to deploy new levels of reliable and cost-effective computing and hig...
The enterprise market will drive IoT device adoption over the next five years. In his session at @ThingsExpo, John Greenough, an analyst at BI Intelligence, division of Business Insider, analyzed how companies will adopt IoT products and the associated cost of adopting those products. John Greenough is the lead analyst covering the Internet of Things for BI Intelligence- Business Insider’s paid research service. Numerous IoT companies have cited his analysis of the IoT. Prior to joining BI In...
DevOps Summit, taking place Nov 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 17th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long development...
Live Webinar with 451 Research Analyst Peter Christy. Join us on Wednesday July 22, 2015, at 10 am PT / 1 pm ET In a world where users are on the Internet and the applications are in the cloud, how do you maintain your historic SLA with your users? Peter Christy, Research Director, Networks at 451 Research, will discuss this new network paradigm, one in which there is no LAN and no WAN, and discuss what users and network administrators gain and give up when migrating to the agile world of clo...
DevOps is about increasing efficiency, but nothing is more inefficient than building the same application twice. However, this is a routine occurrence with enterprise applications that need both a rich desktop web interface and strong mobile support. With recent technological advances from Isomorphic Software and others, it is now feasible to create a rich desktop and tuned mobile experience with a single codebase, without compromising performance or usability.
Containers are revolutionizing the way we deploy and maintain our infrastructures, but monitoring and troubleshooting in a containerized environment can still be painful and impractical. Understanding even basic resource usage is difficult – let alone tracking network connections or malicious activity. In his session at DevOps Summit, Gianluca Borello, Sr. Software Engineer at Sysdig, will cover the current state of the art for container monitoring and visibility, including pros / cons and liv...
SYS-CON Media announced today that CloudBees, the Jenkins Enterprise company, has launched ad campaigns on SYS-CON's DevOps Journal. CloudBees' campaigns focus on the business value of Continuous Delivery and how it has been recognized as a game changer for IT and is now a top priority for organizations, and the best ways to optimize Jenkins to ensure your continuous integration environment is optimally configured.
The 4th International Internet of @ThingsExpo, co-located with the 17th International Cloud Expo - to be held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA - announces that its Call for Papers is open. The Internet of Things (IoT) is the biggest idea since the creation of the Worldwide Web more than
SYS-CON Events announced today that ProfitBricks, the provider of painless cloud infrastructure, will exhibit at SYS-CON's 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. ProfitBricks is the IaaS provider that offers a painless cloud experience for all IT users, with no learning curve. ProfitBricks boasts flexible cloud servers and networking, an integrated Data Center Designer tool for visual control over the...
"In the IoT space we are helping customers, mostly enterprises and industry verticals where time-to-value is critical, and we help them with the ability to do faster insights and actions using our platform so they can transform their business operations," explained Venkat Eswara, VP of Marketing at Vitria, in this SYS-CON.tv interview at @ThingsExpo, held June 9-11, 2015, at the Javits Center in New York City.
The most often asked question post-DevOps introduction is: “How do I get started?” There’s plenty of information on why DevOps is valid and important, but many managers still struggle with simple basics for how to initiate a DevOps program in their business. They struggle with issues related to current organizational inertia, the lack of experience on Continuous Integration/Delivery, understanding where DevOps will affect revenue and budget, etc. In their session at DevOps Summit, JP Morgenthal...
"We provide a web application framework for building really sophisticated web applications that run on a browser without any installation need so we get used for biotech, defense, and banking applications," noted Charles Kendrick, CTO and Chief Architect at Isomorphic Software, in this SYS-CON.tv interview at @DevOpsSummit (http://DevOpsSummit.SYS-CON.com), held June 9-11, 2015, at the Javits Center in New York
In his session at 16th Cloud Expo, Simone Brunozzi, VP and Chief Technologist of Cloud Services at VMware, reviewed the changes that the cloud computing industry has gone through over the last five years and shared insights into what the next five will bring. He also chronicled the challenges enterprise companies are facing as they move to the public cloud. He delved into the "Hybrid Cloud" space and explained why every CIO should consider ‘hybrid cloud' as part of their future strategy to achie...
"Plutora provides release and testing environment capabilities to the enterprise," explained Dalibor Siroky, Director and Co-founder of Plutora, in this SYS-CON.tv interview at @DevOpsSummit, held June 9-11, 2015, at the Javits Center in New York City.