Downstream Development Authority Announces Launch of $250.0 Million Offering of Senior Secured Notes Due 2022
05 Dezember 2016 - 9:36PM
Business Wire
Downstream Development Authority of the Quapaw Tribe of Oklahoma
(O-Gah-Pah) (“Downstream”) announced today that it has launched an
offering for $250.0 million of Senior Secured Notes due 2022 (the
“Notes”). The offering of the Notes, which is subject to market
availability as well as other conditions, will be made only to
qualified institutional buyers in the United States pursuant to
Rule 144A of the Securities Act of 1933, as amended (the
“Securities Act”), or to non-United States persons in transactions
outside the United States pursuant to Regulation S of the
Securities Act. The Notes will bear interest at a rate to be
determined at pricing and will be senior secured obligations of
Downstream.
Downstream intends to use the proceeds of this offering, after
the payment of discounts and expenses, together with borrowings
under a new senior secured term loan facility and cash on hand, to
purchase any and all of its outstanding $285.0 million in aggregate
principal amount of outstanding 10.5% Senior Secured Notes due 2019
(the “2019 Notes”) pursuant to a cash tender offer and consent
solicitation and to redeem or otherwise acquire any remaining
outstanding 2019 Notes.
The Notes being offered have not been and will not be registered
under the Securities Act of 1933, as amended (the “Securities
Act”), or any state securities laws, and may not be offered or sold
in the United States absent registration or an applicable exemption
from registration requirements.
The offering is being conducted in accordance with the terms and
subject to the conditions set forth in the Offering Memorandum.
This press release is neither an offer to sell nor the solicitation
of an offer to purchase the Notes or any other securities and shall
not constitute an offer, solicitation or sale in any jurisdiction
in which, or to any persons to whom, such an offer, solicitation or
sale is unlawful. This press release is being issued pursuant to
and in accordance with Rule 135c under the Securities Act.
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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Downstream Casino ResortTena Smith, 918-919-6054Executive Office
Manager918-542-6254 (f)tsmith@downstreamcasino.com