EXHIBIT 99.1
AREP
FOR IMMEDIATE RELEASE
AMERICAN REAL ESTATE PARTNERS, L.P.
ANNOUNCES SALE OF $300 MILLION OF CONVERTIBLE NOTES; TOTAL SALES OF
CONVERTIBLE NOTES REACHES $500 MILLION
NEW YORK, NEW YORK / April 17, 2007 - American Real Estate Partners, L.P.
(NYSE:ACP) ("AREP") today announced that it had sold an aggregate of $300
million of its Variable Rate Senior Convertible Notes due 2013 (the "Notes") to
Portside Growth and Opportunity Fund, an investment fund managed by Ramius
Capital Group, LLC ("Ramius Capital"), and an investment fund managed by
Highbridge Capital Management, LLC ("Highbridge"), pursuant to an option granted
to Ramius Capital and Highbridge under a Securities Purchase Agreement entered
into among the Company, Ramius Capital and Highbridge. As a result, to date,
AREP has sold a total of $500 million of the Notes. The Notes were sold in a
private placement pursuant to Section 4(2) of the U.S. Securities Act of 1933
(the "Securities Act").
As previously announced, AREP entered into the Securities Purchase Agreement
with Ramius Capital and Highbridge on April 4, 2007, pursuant to which AREP sold
an aggregate of $200 million of the Notes to Ramius Capital and Highbridge on
April 5, 2007. Under the terms of the Securities Purchase Agreement, AREP
granted Ramius Capital and Highbridge an option through April 13, 2007 to
purchase up to an additional $400 million in aggregate principal amount of the
Notes. On April 12, 2007, Ramius Capital and Highbridge notified the Company
that they were exercising such option with respect to an additional $300 million
in aggregate principal amount of the Notes.
Under the terms of the Securities Purchase Agreement, AREP now has the right,
until May 5, 2007, to place an additional $100 million in aggregate principal
amount of the Notes with other investors, subject to an option granted to Ramius
Capital and Highbridge to purchase such additional Notes on or before April 25,
2007.
The Notes bear interest at a rate of LIBOR minus 125 basis points, but no less
than 4.0% nor higher than 5.5%, and are convertible into Depositary Units of
AREP at a conversion price of $132.595 per share, subject to adjustments in
certain circumstances.
The Notes have not been and will not be registered under the Securities Act and
may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the Securities Act.
AREP, a master limited partnership, is a diversified holding company engaged in
a variety of businesses. AREP's businesses currently include gaming; real estate
and home fashion. To learn more about AREP, please visit www.arep.com.
This release contains certain "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995, many of which are beyond
AREP's ability to control or predict. Forward-looking statements may be
identified by words such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates," "will" or words of similar meaning and
include, but are not limited to, statements about the expected future business
and financial performance of AREP and its subsidiaries. AREP undertakes no
obligation to publicly update or review any forward-looking information, whether
as a result of new information, future developments or otherwise.
For further information, please contact:
Andrew Skobe
American Real Estate Partners, L.P.
(212) 702-4300
767 Fifth Avenue, New York, New York 10153 -
Telephone (212) 702-4300 Fax (212) 750-5841
NYSE- ACP