Downstream Development Authority Announces Extension of Consent Solicitation Relating to its 10.500% Senior Secured Notes Due 2023

QUAPAW, Okla., Aug. 28, 2019 /PRNewswire/ -- Downstream Development Authority of the Quapaw Tribe of Oklahoma (O-Gah-Pah) ("Downstream") today announced that it has extended the expiration time for the previously announced consent solicitation (the "Consent Solicitation") to 5:00 p.m., New York City time, on September 4, 2019, unless extended or earlier terminated by Downstream at its sole discretion (such date and time, the "Expiration Time").  Holders of the Notes (as defined below) who have previously  delivered consents in connection with the Consent Solicitation do not need to redeliver such consents or take any other action in response to this announcement in order to consent to the Consent Solicitation. 

As previously announced, Downstream is soliciting consents from holders of its outstanding 10.500% Senior Secured Notes due 2023 (the "Notes") to approve amendments to the indenture relating to the Notes (the "Indenture"). The proposed amendments would allow Downstream to designate its subsidiary, Saracen Development, LLC ("Saracen"), as an "Unrestricted Subsidiary" under the Indenture and thereby permit Saracen to raise capital in one or more capital market transactions or through borrowings (the "Financing").

Adoption of the proposed amendments requires the consent of holders of at least a majority of the outstanding aggregate principal amount of the Notes (the "Requisite Consents").  Downstream anticipates that the effective time of the amendments to the Indenture (the "Effective Time") will occur promptly after the receipt of the Requisite Consents at or prior to the Expiration Time. The Effective Time may be prior to the Expiration Time, and holders of the Notes will not be given prior notice of the Effective Time. Consents that have been validly delivered may be validly revoked until, but not after, the Effective Time. If the proposed amendments to the Indenture are approved, the amendments will be binding on all holders of the Notes, including those that did not deliver their consent, but only holders delivering valid and unrevoked consents on or prior to the Expiration Time will receive payment of the Consent Fee described below. The Consent Solicitation is contingent upon the satisfaction of certain conditions, including the receipt of the Requisite Consents at or prior to the Expiration Time and the consummation of the Financing no later than December 31, 2019. Downstream may amend, extend or terminate the Consent Solicitation in its sole discretion and subject to applicable law.

Downstream is offering to pay each holder of Notes who validly consents and does not revoke such consent prior to the Expiration Time a cash payment of $10.00 per $1,000 principal amount of the Notes as to which it has received and accepted consents prior to the Expiration Time (the "Consent Fee") in the manner described in the Consent Solicitation Statement, subject to satisfaction or waiver of all conditions to the Consent Solicitation. No Consent Fee will be payable with respect to any Consents received after the Expiration Time.

None of Downstream, its subsidiaries or affiliates, the Solicitation Agent, the Information Agent or the Tabulation Agent is making any recommendation as to whether holders of the Notes should consent or refrain from consenting to the proposed amendments. Holders must make their own decision as to whether to consent. This press release is not a solicitation of consents with respect to the Notes and does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Consent Solicitation is being made solely pursuant to the Consent Solicitation Statement, dated August 7, 2019 (the "Consent Solicitation Statement"). For a complete statement of the terms and conditions of the Consent Solicitation and the proposed amendments to the Indenture, holders of the Notes should refer to the Consent Solicitation Statement, which sets forth the complete terms and conditions of the Consent Solicitation.

Questions concerning the terms of the Consent Solicitation should be directed to Credit Suisse Securities (USA) LLC, the Solicitation Agent, at (800) 820-1653 (U.S. toll free) or (212) 538-2147 (collect). Holders may obtain copies of the Consent Solicitation Statement from D.F. King & Co., Inc., the Information Agent and Tabulation Agent for the Consent Solicitation, by telephone at (212) 269-5550 (banks and brokers) or toll free at (800) 290-6424 (all others) or by email at [email protected].

About Downstream

Downstream is a wholly-owned, unincorporated instrumentality of the Quapaw Nation, a federally recognized tribe. Downstream owns and operates 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 1,983 slot machines, 32 table games and 14 poker tables, 38,000 square feet of meeting and event space, including an indoor 29,000 square-foot events pavilion, five restaurants, a health club and a heated outdoor swimming pool featuring a bar, cabanas and a hot tub.

Forward-Looking Statements

This press release contains forward-looking statements. These 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: changes in federal or state laws or the administration of such laws affecting Downstream's gaming operation; maintenance of licenses required under gaming laws and regulations and other permits and approvals required under applicable laws and regulations; risks associated with Downstream's substantial indebtedness and debt service; Downstream's incurrence of any additional indebtedness; existing and new competition in our markets; Downstream's dependence on one casino resort; the local, regional, national or global economic climate; risks associated with reduction in discretionary consumer spending; difficulties in attracting and retaining qualified employees; and assumptions relating to any of the foregoing. Downstream does not undertake to update forward-looking statements.

SOURCE Downstream Development Authority of the Quapaw Tribe of Oklahoma