American Casino & Entertainment Properties LLC and ACEP Finance Corp. Announce Early Acceptance of their Previously Announced Tender Offer and Entry into New Credit Facilities
LAS VEGAS, July 3, 2013 /PRNewswire/ -- American Casino & Entertainment Properties LLC ("ACEP"), and ACEP Finance Corp. (together with ACEP, the "Company"), announced today the results of the early acceptance of its tender offer (the "Tender Offer") to purchase for cash any and all of their outstanding 11% Senior Secured Notes due 2014 (the "Notes"). As of 5:00 p.m., New York City time, on June 20, 2013 (the "Early Tender Date"), an aggregate principal amount of $233,116,000 of Notes were validly tendered and not validly withdrawn. The Company has accepted all of these Notes for purchase and holders of these accepted Notes will receive total consideration of $1,005.00 per $1,000 principal amount of Notes tendered, which includes the early tender premium of $30.00 per $1,000 principal amount of Notes tendered, and accrued and unpaid interest to, but not including, July 3, 2013. The Company expects to make payment on all Notes accepted for purchase today.
Holders who have not already tendered Notes may continue to do so at any time prior to the expiration of the Tender Offer at 11:59 p.m., New York City time, on July 5, 2013, unless extended or earlier terminated by the Company (the "Expiration Date"). However, such holders will not be entitled to receive the early tender premium. Withdrawal rights for the Tender Offer have expired. Accordingly, holders may not withdraw Notes previously or hereafter tendered except as contemplated by the Tender Offer.
The Company also announced today that it has called for redemption all of the remaining outstanding Notes that were not accepted for purchase on July 3, 2013, in accordance with the redemption provisions of the indenture governing the Notes (the "Indenture"). The redemption date for the remaining outstanding Notes will be August 2, 2013 (the "Redemption Date"). The redemption price for the remaining outstanding Notes will be 100.000% of the principal amount of the Notes redeemed, plus accrued but unpaid interest, if any, to, but not including, the Redemption Date. Payment of the redemption price will be made on or promptly after the Redemption Date. A notice of redemption, which more fully describes the terms and conditions of the redemption, has been sent to all holders of the remaining outstanding Notes.
The Company also announced today that it has exercised its right to satisfy and discharge the Indenture. As a result of the satisfaction and discharge of the Indenture, the Company has been released from its remaining obligations under the Indenture and the Notes.
ACEP also announced today that ACEP and certain of its subsidiaries (i) entered into a First Lien Credit and Guaranty Agreement providing for senior secured loan facilities in an aggregate principal amount of $230,000,000, consisting of $215,000,000 of senior secured term loans and $15,000,000 of senior secured revolving credit facility (the "First Lien Facility"), and (ii) a Second Lien Credit and Guaranty Agreement providing for senior secured facilities in an aggregate principal amount of $120,000,000 (the "Second Lien Facility", and together with the First Lien Facility, the "Facilities"). The proceeds of the Facilities will be used, in part, to fund the purchase of the Notes pursuant to the Tender Offer, fund the redemption (described above), to pay fees, commissions and expenses in connection therewith, and to provide for the ongoing working capital requirements and general corporate purposes of ACEP.
For additional information regarding the terms of the Tender Offer, please contact: Goldman, Sachs & Co. at (800) 828-3182 (toll free) or (212) 357-0345 (collect) or Deutsche Bank Securities Inc. at (855) 287-1922 (toll free) or (212) 250-7527 (collect). Requests for documents and questions regarding the tender of Notes may be directed to Global Bondholder Services Corporation at (866) 873-7700 (toll free) or (212) 430-3774 (collect).
This press release is for information purposes only and does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents, or a call for redemption with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Tender Offer is being made solely pursuant to the Offer to Purchase, dated June 7, 2013, and the related Letter of Transmittal. None of the Company, the information agent and depositary nor the dealer managers make any recommendation as to whether holders of the Notes should tender or refrain from tendering the Notes. Holders must make their own decisions as to whether to tender Notes, and, if so, the principal amount of Notes to tender.
Cautionary Statement on Forward-Looking Statements
This news release may contain "forward-looking statements" as defined in the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date of this news release and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. Readers are strongly encouraged to read the full cautionary statements contained in the Company's filings with the SEC. The Company disclaims any obligation to update or revise any forward-looking statements.
ACEP owns and operates four gaming and entertainment properties in Clark County, Nevada. The four properties are the Stratosphere Casino Hotel & Tower, which is located on the Las Vegas Strip and caters to visitors to Las Vegas, two off-Strip casinos, Arizona Charlie's Decatur and Arizona Charlie's Boulder, which cater primarily to residents of Las Vegas and the surrounding communities, and the Aquarius Casino Resort in Laughlin, Nevada, which caters to visitors to and residents of Laughlin.
SOURCE American Casino & Entertainment Properties LLC