ST. LOUIS, April 17, 2017 /PRNewswire/ -- Isle of Capri
Casinos, Inc. (NASDAQ: ISLE) (the "Company") today announced that
it has commenced a cash tender offer (the "Tender Offer") for any
and all of its outstanding 5.875% Senior Notes due 2021 (CUSIP
No. 464592 AQ7) (the "Notes"). As of the date of this
press release, there is approximately $450
million in aggregate principal amount of the Notes
outstanding.
The Tender Offer is scheduled to expire at 11:59 p.m. New York
City time, on May 12, 2017, unless extended or
earlier terminated by the Company (the "Expiration
Date").
Holders validly tendering and not withdrawing their Notes on or
prior to 5:00 p.m., New York City time, on April 28, 2017, unless extended or earlier
terminated by the Company (the "Early Tender Date"), will be
eligible to receive total consideration of $1,031.88 per $1,000 principal amount of Notes tendered, which
includes an early tender payment of $2.50 per $1,000
principal amount of Notes tendered (the "Early Tender
Payment"). Holders validly tendering after the Early Tender
Date but prior to the Expiration Date will not be eligible to
receive the Early Tender Payment, but will be eligible to receive
the tender offer consideration of $1,029.38 per $1,000 principal amount of Notes tendered.
Holders whose Notes are accepted for purchase also will be paid
accrued and unpaid interest up to, but not including, the date of
payment for the Notes. Tendered Notes may be withdrawn at any
time on or prior to the Early Tender Date. Other than as
required by applicable law, tendered Notes may not be withdrawn
after the Early Tender Date.
The Company's obligation to purchase Notes under the Tender
Offer is subject to certain conditions (the "Conditions"),
including the consummation of the merger of Eagle I Acquisition
Corp. ("Merger Sub A"), a Delaware
corporation and direct wholly-owned subsidiary of Eldorado Resorts,
Inc. ("ERI"), with and into the Company pursuant to the Agreement
and Plan of Merger (the "Merger Agreement") by and among the
Company, ERI, Merger Sub A, and Eagle II Acquisition Company LLC, a
Delaware limited liability company
and a direct wholly-owned subsidiary of ERI. The terms of the
Tender Offer are described in the Company's Offer to Purchase dated
April 17, 2017 (the "Offer to
Purchase").
The initial settlement is expected to occur promptly following
the Early Tender Date and satisfaction of the Conditions, on or
around May 1, 2017. The final
settlement will be promptly after the Expiration Date, and is
expected to be on May 15, 2017.
The Company has engaged J.P. Morgan Securities LLC to act as the
dealer manager in connection with the Tender Offer. Questions
regarding the Tender Offer may be directed to J.P. Morgan
Securities LLC at (212) 834-4811 (collect) or (866) 834-4666 (US
toll-free). Requests for documentation may be directed to
D.F. King & Co., Inc., at (866)
530-8636 (US toll-free) or (212) 269-5550 (for bankers and brokers)
or via email to isle@dfking.com.
This press release is for informational purposes only and is not
an offer to purchase or a solicitation of an offer to purchase any
securities. The Tender Offer is being made solely pursuant to the
Offer to Purchase, which sets forth the complete terms of the
Tender Offer.
ABOUT ISLE OF CAPRI CASINOS
Isle of Capri Casinos, Inc. is a leading regional gaming and
entertainment company dedicated to providing guests with an
exceptional experience at each of the 13 casino properties that it
owns or operates, primarily under the Isle and Lady Luck brands. On
September 19, 2016, ERI and the
Company announced that they have entered into the Merger Agreement
whereby ERI will acquire all of the outstanding shares of the
Company. The Company currently operates gaming and entertainment
facilities in Mississippi,
Louisiana, Iowa, Missouri, Colorado, Florida and 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.
CONTACT:
Isle of Capri Casinos, Inc.,
Jill Alexander, Senior Director,
Corporate Communications -314.813.9368, www.islecorp.com
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SOURCE Isle of Capri Casinos, Inc.