Shingle Springs Tribal Gaming Authority Tender Offer Interim Results
PLACERVILLE, CA -- (PR Pond) -- 08/22/13 -- The Shingle Springs Tribal Gaming Authority (the "Authority") announced today the interim results of the previously announced tender offer (the "Tender Offer") and consent solicitation (the "Consent Solicitation") by the Authority for any and all of the Authority's outstanding senior notes due 2015 (CUSIP No. 82459AAA9 and U8211E AA2 and ISIN US82459AAA97 and USU8211EAA20) (the "Notes") and a solicitation of consents to certain proposed amendments to the indenture governing the Notes. As of 5:00 p.m., New York City time, on August 21, 2013 (the "Consent Time"), a total of $410,984,000 principal amount of the Notes had been tendered and the related consents delivered.
Pursuant to the terms, and subject to the satisfaction of the conditions of the tender offer, the Authority intends to accept and pay for all Notes validly tendered (and not validly withdrawn) prior to the Consent Time, and holders who tendered such Notes will receive $1,005.00 per $1,000 in principal amount of Notes, plus accrued and unpaid interest to, but not including, the settlement date for such Notes (the "Early Settlement Date"), which is expected to be on or about August 29, 2013.
In addition, the Authority announced that it received consents from holders of approximately 91.3% of the Notes as of the Consent Time, which is a sufficient number of consents to affect all of the proposed amendments to the indenture governing the notes, as set forth in the Authority's Offer to Purchase and Consent Solicitation Statement, dated August 8, 2013 (the "Statement"), and the related Letter of Transmittal and Consent, pursuant to which the tender offer and consent solicitation are being made. Based on such consents, the Authority and the trustee under the indenture governing the notes will enter into a supplemental indenture effecting the proposed amendments, which will eliminate most of the restrictive covenants and certain event of default provisions applicable to the Notes.
The tender offer will expire at 11:59 p.m., New York City time, on September 5, 2013, unless extended (such date and time, as the same may be extended, the "Expiration Time"). Holders who validly tender their notes after the Consent Time and before the Expiration Time will be eligible to receive $975.00 per $1,000 principal amount of Notes, plus accrued and unpaid interest up to, but not including, the final settlement date, which is expected to be the next business day after the Expiration Time.
Tendered Notes may no longer be withdrawn and the related consents may no longer be revoked. Any extension, delay, termination or amendment of the tender offer will be followed as promptly as practicable by a public announcement thereof.
The complete terms and conditions of the Tender Offer and Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement, dated as of August 8, 2013, copies of which may be obtained from D.F. King & Co., Inc., the tender and information agent (the "Information Agent") for the Tender Offer and Consent Solicitation, at (800) 767-4414 (US toll-free) or, for banks and brokers, (212) 269-5550. The Authority has engaged BofA Merrill Lynch to act as sole dealer manager and solicitation agent (the "Dealer Manager") in connection with the Tender Offer and Consent Solicitation. Questions regarding the terms of the Tender Offer may be directed to BofA Merrill Lynch at (888) 292-0070 (US toll-free) or (980) 388-3646 (collect).
None of the Authority, the Dealer Manager or the Information Agent makes any recommendation as to whether holders should tender their Notes pursuant to the Tender Offer or deliver their consents to the proposed indenture amendments, and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to tender Notes and deliver consents, and, if so, the principal amount of Notes to tender.
The Authority will use the anticipated proceeds from their 9.75% Senior Notes due 2021 to be issued (the "New Notes") having an aggregate principal amount of $260.0 million, together with the anticipated proceeds from their new $230.0 million senior secured term loan (the "New Term Loan"), to fund the payment of Notes accepted for payment in the Tender Offer.
This press release does not constitute an offer to purchase, a solicitation of an offer to sell nor a solicitation of consents with respect to any Notes or other securities, nor shall there be any purchase of Notes or solicitation of consents in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful. The Tender Offer and Consent Solicitation are being made solely by the Statement. In any jurisdiction in which the laws require that the Tender Offer and Consent Solicitation to be made by a licensed broker or dealer, they will be deemed made on behalf of the Authority by BofA Merrill Lynch or one or more registered brokers or dealers under the laws of such jurisdiction. The Tender Offer and Consent Solicitation are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction.
In addition, this press release does not constitute an offer to sell or the solicitation of an offer to buy the new notes, nor shall there be any sale of the new notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
About the Shingle Springs Tribal Gaming Authority
The Shingle Springs Tribal Gaming Authority is a wholly-owned, unincorporated governmental instrumentality of the Shingle Springs Band of Miwok Indians (the "Tribe"), a federally recognized Indian tribe. The Authority operates, on behalf of the Tribe, the Red Hawk Casino, which opened in 2008 and is located on the Tribe's rancheria, approximately 35 miles east of downtown Sacramento, California. The casino is located within 125 miles of the San Francisco Bay Area and is situated between the San Francisco Bay Area and South Lake Tahoe's skiing and recreation areas.
Special Note Regarding Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the Authority's actual results, performance or achievements or industry results to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. These statements are subject to a number of risks and uncertainties, many of which are beyond the control of the Authority. The words "believes," "may," "will," "should," "would," "could," "continue," "seeks," "anticipates," "plans," "expects," "intends," "estimates" or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Any forward-looking statements included in this press release are made only as of the date of this release. The Authority does not undertake any obligation to update or supplement any forward-looking statements to reflect subsequent events or circumstances. The Authority cannot assure you that projected results or events will be achieved.