ST. LOUIS, July 24, 2012 /PRNewswire/ -- Isle of Capri
Casinos, Inc. (Nasdaq: ISLE) (the "Company") announced today that
it has commenced a cash tender offer (the "Tender Offer") for any
and all of its outstanding 7% Senior Subordinated Notes due 2014
(the "2014 Notes"). The Tender Offer is being conducted upon the
terms and conditions set forth in an Offer to Purchase and Consent
Solicitation Statement dated July 24,
2012 ("Offer to Purchase") and the related letter of
transmittal. In conjunction with the Tender Offer, the Company is
soliciting consents from holders of the 2014 Notes to eliminate
most of the restrictive covenants and events of default in the
related indenture (the "Consent Solicitation").
The Tender Offer and Consent Solicitation will expire at
12:01 a.m., New York City time, on August 21, 2012 (the "Expiration Time"), unless
extended or earlier terminated by the Company. The Company reserves
the right to terminate, withdraw or amend the Tender Offer and
Consent Solicitation at any time, subject to applicable law.
Certain information regarding the 2014 Notes and the terms of
the Tender Offer and Consent Solicitation is summarized in the
table below.
Title
of Security
|
CUSIP
and ISIN Numbers
|
Principal Amount Outstanding
|
Tender
Offer Consideration1
|
Consent
Payment1
|
Total
Consideration1
|
7% Senior
Subordinated Notes due 2014
|
464592AG9
US464592AG95
|
$357,275,000
|
$983
|
$20
|
$1,003
|
(1) Per $1,000 principal
amount of 2014 Notes and excluding accrued and unpaid interest,
which will be paid in addition to the Total Consideration or the
Tender Offer Consideration, as applicable.
Holders who validly tender 2014 Notes on or prior to
5:00 p.m., New York City time, on August 6, 2012 (as may be extended or earlier
terminated, the "Consent Expiration Time"), will be eligible to
receive $1,003 per $1,000 principal amount of 2014 Notes tendered
(the "Total Consideration"), which includes a consent payment of
$20 (the "Consent Payment") and the
tender offer consideration of $983
(the "Tender Offer Consideration"), on the initial settlement date,
which will occur promptly following the Consent Expiration Time and
is expected to be August 7, 2012.
Holders who validly tender 2014 Notes after the Consent Expiration
Time and prior to the Expiration Time, will be eligible to receive
the Tender Offer Consideration, but not the Consent Payment, on the
final settlement date, which will occur promptly following the
Expiration Time and is expected to be August
22, 2012.
Tenders of 2014 Notes may be withdrawn at any time on or prior
to 5:00 p.m., New York City time, on August 6, 2012 (as may be extended or earlier
terminated, the "Withdrawal Deadline") but not thereafter, except
as may be required by law.
The Company's obligation to accept for purchase, and to pay for,
2014 Notes validly tendered and not validly withdrawn is subject to
the satisfaction or waiver of certain conditions described in the
Offer to Purchase, including the Company having funds sufficient to
pay the Total Consideration with respect to all outstanding 2014
Notes. The Company intends to finance the purchase of the 2014
Notes in the Tender Offer and Consent Solicitation using the
proceeds from one or more debt financing transactions, including
the proposed issuance of $350 million
aggregate principal amount of senior subordinated notes, also
announced today. If any 2014 Notes remain outstanding after the
consummation of the Tender Offer and Consent Solicitation, the
Company expects to redeem such 2014 Notes in accordance with the
terms and conditions set forth in the related indenture.
The Company has retained Credit Suisse Securities (USA) LLC to serve as dealer manager and
solicitation agent, and D. F. King
& Co., Inc. to serve as tender agent and information agent, for
the Tender Offer and Consent Solicitation. Requests for the Offer
to Purchase and other related materials may be directed to
D. F. King & Co., Inc. at (800)
431-9643 or at 48 Wall Street, 22nd Floor, New York, New York 10005 or, if requested by a
bank or broker, by calling (212) 269-5550 collect. Questions
regarding the Tender Offer and Consent Solicitation may be directed
to Credit Suisse Securities (USA)
LLC, Attn: Liability Management Group at (800) 820-1653 or by
calling (212) 538-2147 collect.
This press release shall not constitute an offer to purchase, or
the solicitation of an offer to sell, nor shall there be any offer
or sale of, any security in any jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
The Tender Offer and Consent Solicitation are being made solely
pursuant to the Offer to Purchase and the Letter of Transmittal.
None of the Company, Credit Suisse Securities (USA) LLC, or D. F.
King & Co., Inc., makes any recommendation that the
holders should tender or refrain from tendering all or any portion
of the principal amount of their 2014 Notes pursuant to the Tender
Offer and Consent Solicitation. Holders must make their own
decision as to whether to tender their 2014 Notes.
About Isle of Capri Casinos, Inc.
Isle of Capri Casinos, Inc. is a leading
regional gaming and entertainment company dedicated to providing
guests with exceptional experience at each of the 15 casino
properties that it owns and operates, primarily under the Isle and
Lady Luck brands. The Company currently owns and operates
gaming and entertainment facilities in Mississippi, Louisiana, Iowa, Missouri, Colorado and Florida. The Company is also currently
developing a new facility in Cape
Girardeau, Missouri and has been licensed to develop a new
facility with Nemacolin Woodlands Resort in Western Pennsylvania. More information is
available at the Company's website,
www.islecorp.com.
Forward-Looking Statements
This press release may be deemed to contain forward-looking
statements, which are subject to change. These forward-looking
statements may be significantly impacted, either positively or
negatively, by various factors, including, without limitation,
licensing and other regulatory approvals, financing sources,
development and construction activities, costs and delays, weather,
permits, competition and business conditions in the gaming
industry. The forward-looking statements are subject to numerous
risks and uncertainties that could cause actual results to differ
materially from those expressed in or implied by the statements
herein.
Additional information concerning potential factors that
could affect the Company's financial condition, results of
operations and expansion projects is included in the filings of the
Company with the Securities and Exchange Commission, including, but
not limited to, its Form 10-K for the most recently ended fiscal
year.
Contacts
For Isle of Capri Casinos, Inc.,
Dale R. Black, Chief Financial
Officer-314.813.9327
Jill Alexander, Senior
Director Corporate Communication-314.813.9368
SOURCE Isle of Capri Casinos, Inc.