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
In this strange new world where more and more power is drawn from business technology, companies are effectively straddling two paths on the road to innovation and transformation into digital enterprises. The first path is the heritage trail – with “legacy” technology forming the background. Here, extant technologies are transformed by core IT teams to provide more API-driven approaches. Legacy systems can restrict companies that are transitioning into digital enterprises. To truly become a lea...
Almost two-thirds of companies either have or soon will have IoT as the backbone of their business in 2016. However, IoT is far more complex than most firms expected. How can you not get trapped in the pitfalls? In his session at @ThingsExpo, Tony Shan, a renowned visionary and thought leader, will introduce a holistic method of IoTification, which is the process of IoTifying the existing technology and business models to adopt and leverage IoT. He will drill down to the components in this fra...
Your business relies on your applications and your employees to stay in business. Whether you develop apps or manage business critical apps that help fuel your business, what happens when users experience sluggish performance? You and all technical teams across the organization – application, network, operations, among others, as well as, those outside the organization, like ISPs and third-party providers – are called in to solve the problem.
Digital transformation is too big and important for our future success to not understand the rules that apply to it. The first three rules for winning in this age of hyper-digital transformation are: Advantages in speed, analytics and operational tempos must be captured by implementing an optimized information logistics system (OILS) Real-time operational tempos (IT, people and business processes) must be achieved Businesses that can "analyze data and act and with speed" will dominate those t...
If you had a chance to enter on the ground level of the largest e-commerce market in the world – would you? China is the world’s most populated country with the second largest economy and the world’s fastest growing market. It is estimated that by 2018 the Chinese market will be reaching over $30 billion in gaming revenue alone. Admittedly for a foreign company, doing business in China can be challenging. Often changing laws, administrative regulations and the often inscrutable Chinese Interne...
I'm a lonely sensor. I spend all day telling the world how I'm feeling, but none of the other sensors seem to care. I want to be connected. I want to build relationships with other sensors to be more useful for my human. I want my human to understand that when my friends next door are too hot for a while, I'll soon be flaming. And when all my friends go outside without me, I may be left behind. Don't just log my data; use the relationship graph. In his session at @ThingsExpo, Ryan Boyd, Engi...
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with the 19th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world and ThingsExpo Silicon Valley Call for Papers is now open.
Adobe is changing the world though digital experiences. Adobe helps customers develop and deliver high-impact experiences that differentiate brands, build loyalty, and drive revenue across every screen, including smartphones, computers, tablets and TVs. Adobe content solutions are used daily by millions of companies worldwide-from publishers and broadcasters, to enterprises, marketing agencies and household-name brands. Building on its established design leadership, Adobe enables customers not o...
If you’re responsible for an application that depends on the data or functionality of various IoT endpoints – either sensors or devices – your brand reputation depends on the security, reliability, and compliance of its many integrated parts. If your application fails to deliver the expected business results, your customers and partners won't care if that failure stems from the code you developed or from a component that you integrated. What can you do to ensure that the endpoints work as expect...
Just over a week ago I received a long and loud sustained applause for a presentation I delivered at this year’s Cloud Expo in Santa Clara. I was extremely pleased with the turnout and had some very good conversations with many of the attendees. Over the next few days I had many more meaningful conversations and was not only happy with the results but also learned a few new things. Here is everything I learned in those three days distilled into three short points.
SYS-CON Events announced today that ReadyTalk, a leading provider of online conferencing and webinar services, has been named Vendor Presentation Sponsor at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. ReadyTalk delivers audio and web conferencing services that inspire collaboration and enable the Future of Work for today’s increasingly digital and mobile workforce. By combining intuitive, innovative tec...
WebRTC adoption has generated a wave of creative uses of communications and collaboration through websites, sales apps, customer care and business applications. As WebRTC has become more mainstream it has evolved to use cases beyond the original peer-to-peer case, which has led to a repeating requirement for interoperability with existing infrastructures. In his session at @ThingsExpo, Graham Holt, Executive Vice President of Daitan Group, will cover implementation examples that have enabled ea...
Apache Hadoop is a key technology for gaining business insights from your Big Data, but the penetration into enterprises is shockingly low. In fact, Apache Hadoop and Big Data proponents recognize that this technology has not yet achieved its game-changing business potential. In his session at 19th Cloud Expo, John Mertic, director of program management for ODPi at The Linux Foundation, will explain why this is, how we can work together as an open data community to increase adoption, and the i...
Fifty billion connected devices and still no winning protocols standards. HTTP, WebSockets, MQTT, and CoAP seem to be leading in the IoT protocol race at the moment but many more protocols are getting introduced on a regular basis. Each protocol has its pros and cons depending on the nature of the communications. Does there really need to be only one protocol to rule them all? Of course not. In his session at @ThingsExpo, Chris Matthieu, co-founder and CTO of Octoblu, walk you through how Oct...
There is growing need for data-driven applications and the need for digital platforms to build these apps. In his session at 19th Cloud Expo, Muddu Sudhakar, VP and GM of Security & IoT at Splunk, will cover different PaaS solutions and Big Data platforms that are available to build applications. In addition, AI and machine learning are creating new requirements that developers need in the building of next-gen apps. The next-generation digital platforms have some of the past platform needs a...