Initiated in in February, therights offering gave stockholders the right to purchase for $10 oneadditional share of company stock for every two shares they held asof March 6. Holders of approximately half of the company's 40million outstanding shares waived their right to participate in theoffering, but FXRE chairman and chief executive Robert F.X.Sillerman and the Huff Alternative Fund LP have agreed to purchaseshares that are not otherwise subscribed for the rights offering.As a result of the "backstop" agreements, the company expects tosell all of the shares being offered in the offering, resulting ingross proceeds of $98.7 million. The rights offering expires April11.

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FX Real Estate and Entertainment's main asset is 17.7 acres atHarmon Avenue and the Las Vegas Strip known as the Park Centralsite, which is currently occupied by a motel and several commercialand retail tenants. InJuly, FX paid Africa-Israel Investments Ltd. $180 millionfor the 50% interest in the property it did not already own. In anannual filing this month, the company detailed a $3-billionredevelopment plan that includes 3,047 hotel rooms, a 93,000-sfcasino and 94,000 sf of retail for the 17.7-acre site locatedacross Las Vegas Boulevard from MGM's $7.4-billion ProjectCitycenter, which is well under construction and scheduled to openin late 2009.

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The project is expected to have an Elvis Presley theme. FXRE hasentered into license agreements with Elvis Presley EnterprisesInc., an 85%-owned subsidiary of publicly traded CKX Inc., andMuhammad Ali Enterprises LLC, an 80%-owned subsidiary of CKX, whichallows it to use the intellectual property and certain other assetsassociated with Elvis Presley and Muhammad Ali in the developmentof its real estate and other entertainment attraction-basedprojects. The license agreement with Elvis Presley Enterprises alsogrants FXRE the right to develop one or more hotels as part of themaster plan of Elvis Presley Enterprises Inc. to redevelop theGraceland property and surrounding areas in Memphis.

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Sillerman now owns approximately 34.5% (13.77 million shares) ofFX Real Estate and 30% of CKX, which earlier this month acquired 19Entertainment Ltd., the UK-based company best known for creatingthe American Idol television program, and entered into a long-termagreement with Simon Fuller, the founder and the creative forcebehind the company. Huff's aggregate interest is approximately 2.8million shares.

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In addition to the Strip property, FX Real Estate, directly andthrough subsidiaries, owns 1.4 million shares of Riviera HoldingsCorp., owner and operator of the Riviera Hotel & Casino on theStrip and the Blackhawk Casino in Blackhawk, CO.

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