Downstream Development Authority Announces its Cash Tender Offer & Consent Solicitations for its 10.5% Senior Secured Notes D...
05 Dezember 2016 - 09:36PM
Business Wire
Downstream Development Authority (“Downstream”) of the Quapaw
Tribe of Oklahoma (O-Gah-Pah) today announced that it has commenced
a cash tender offer to purchase any and all of its $285.0 million
in aggregate principal amount of outstanding 10.5% Senior Secured
Notes due 2019 (CUSIP 26112T AE6) (the “Notes”). The tender offer
and consent solicitation will expire at 11:59 p.m., New York City
time, on January 4, 2017, unless extended or earlier terminated
(such date and time, as the same may be extended or earlier
terminated, the “Expiration Date”). In conjunction with the tender
offer, Downstream is soliciting consents from holders of the Notes
to effect certain proposed amendments to the indenture governing
the Notes. The tender offer and consent solicitation are being made
on the terms and subject to the conditions set forth in the Offer
to Purchase and Consent Solicitation Statement (the “Offer to
Purchase”) and a related Letter of Transmittal, each dated December
5, 2016. Holders that tender their Notes in the tender offer will
be deemed to have consented to the proposed amendments to the
indenture governing the Notes owned by such holder.
The tender offer and consent solicitation are subject to the
satisfaction or waiver of certain conditions, as described in the
Offer to Purchase, including the condition that Downstream shall
have received net proceeds from a contemporaneous 144A note
offering and debt refinancing sufficient to repurchase all of the
Notes tendered, including the payment of all premiums, if any,
consent payments, accrued interest and fees, costs and expenses
incurred in connection with the tender offer and consent
solicitation, as described in more detail in the Offer to
Purchase.
Downstream is offering to purchase the Notes for a total
consideration of $1,037.50 for each $1,000 in principal amount of
Notes validly tendered (and not validly withdrawn) and accepted for
purchase pursuant to the tender offer. The total consideration
includes a consent payment of $30.00 for each $1,000 in principal
of Notes validly tendered payable to holders who validly tender
(and do not validly withdraw) their Notes and validly deliver (and
do not validly revoke) their consents to the proposed amendments at
or prior to 5:00 p.m., New York City time, on December 16, 2016,
unless extended (such date and time, as extended, the “Consent
Date”). Holders that validly tender their Notes after the Consent
Date and at or prior to the Expiration Date will be eligible to
receive only the total consideration payable upon the tender of
such holders’ Notes, less the consent payment. In addition, holders
that validly tender (and do not validly withdraw) Notes that are
accepted for purchase by Downstream will receive a cash payment
representing the accrued and unpaid interest on such Notes from the
last interest payment date to, but not including, the initial
payment date or final payment date, as applicable, for such Notes
purchased by Downstream pursuant to the tender offer.
The proposed amendments to the indenture governing the Notes
would eliminate substantially all of the restrictive covenants,
certain affirmative covenants, certain events of default and
substantially all of the restrictions contained in the indenture
and the Notes. Holders may not deliver consents to the proposed
amendments without validly tendering the related Notes in the
tender offer and may not revoke their consents without withdrawing
the previously tendered Notes to which they relate.
Notes validly tendered at or prior to 5:00 p.m., New York City
time, on December 16, 2016 (the “Withdrawal Date”) may be validly
withdrawn and the related consents may be validly revoked at any
time prior to the Withdrawal Date. Tendered notes and delivered
consents may not be validly withdrawn or revoked after the
Withdrawal Date, except under certain limited circumstances as
described in the Offer to Purchase.
Nomura Securities International is acting as the Dealer Manager
and Solicitation Agent for the tender offer and consent
solicitation. Questions regarding the tender offer and consent
solicitation may be directed to Mark Trudell or Frank Park at
Nomura Securities International at (212) 667-9000.
The complete terms and conditions of the tender offer and
consent solicitation are set forth in the Offer to Purchase.
Holders of Notes are urged to read the tender offer documents
carefully before making any decision with respect to the tender
offer. Holders may obtain copies of the Offer to Purchase and the
Letter of Transmittal from D.F. King & Co., Inc., the
Information Agent for the tender offer and consent solicitation, by
telephone at (212) 269-5550 (banks and brokers) or toll free at
(866) 356-7813 (all others) or by email at quapaw@dfking.com.
This press release is for information purposes only and is not
an offer to purchase, a solicitation of an offer to purchase or a
solicitation of a consent with respect to any of the Notes. The
tender offer and consent solicitation are being made solely
pursuant to the tender offer and consent solicitation documents,
including the Offer to Purchase that Downstream is distributing to
holders of the Notes. The tender offer and consent solicitation are
not being made to holders of Notes in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction.
Neither Downstream, the Dealer Manager and Solicitation Agent
nor the Information Agent and Tender Agent, nor any other person
makes any recommendation as to whether holders of Notes should
tender their Notes, and no one has been authorized to make such a
recommendation.
About Downstream
Downstream is a wholly owned, unincorporated instrumentality of
the Quapaw Tribe of Oklahoma (O-Gah-Pah), a federally recognized
tribe. Downstream was established in 2007 by the Tribe for the
purpose of developing, constructing, operating, and managing the
Downstream Casino Resort, which is a full service destination
casino resort located in northeast Oklahoma at the three corner
border of Oklahoma, Missouri and Kansas at Interstate 44, Missouri
Exit 1, near Joplin, Missouri. The casino resort features a two
tower hotel with 374 guestrooms and suites, approximately 70,000
square feet of gaming space with approximately 1,355 Class III and
601 Class II slot machines, 35 table games, 14 poker tables, 33,700
square feet of meeting and event space, including an indoor 29,000
square foot events pavilion, five restaurants, a health club, and
an outdoor swimming pool featuring a bar, cabanas and a hot
tub.
Forward-Looking Statements
This press release contains forward-looking statements with
respect to the offering of the Notes and cash tender offer and
consent solicitation. Such statements are based on management's
current expectations, estimates and projections. Forward-looking
statements are subject to risks and uncertainties that may cause
actual results in the future to differ materially from the results
projected or implied in any forward-looking statements contained in
this press release. Such risks and uncertainties include but are
not limited to: risks associated with our substantial indebtedness
and debt service; our incurrence of any additional indebtedness;
the local, regional, national or global economic climate; existing
and new competition in our markets; our dependence on a single
facility; difficulties in attracting and retaining qualified
employees; changes in federal or state laws or the administration
of such laws affecting tribal gaming; and, maintenance of licenses
required under gaming laws and regulations and other permits and
approvals required under applicable laws and regulations; and,
assumptions relating to any of foregoing. Downstream does not
undertake to update forward-looking statements.
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version on businesswire.com: http://www.businesswire.com/news/home/20161205006209/en/
Downstream Casino ResortTena Smith, 918-919-6054Executive Office
Manager918-542-6254 (f)tsmith@downstreamcasino.com