2014

Seminole Hard Rock Announces Early Results of Tender Offer and Consent Solicitation for Floating Rate Senior Secured Notes due 2014

ORLANDO, Fla., May 14, 2013 /PRNewswire/ -- Seminole Hard Rock Entertainment, Inc. ("SHRE") announced today the interim results of the previously announced tender offer and consent solicitation by SHRE and Seminole Hard Rock International, LLC ("SHRI" and with SHRE, the "Companies") for any and all of the Companies' outstanding floating rate senior secured notes due 2014 (CUSIP No. 816752AA7 and ISIN USU81633AA48) (the "Notes") and a solicitation of consents to certain proposed amendments to the indenture governing the Notes. As of 5:00 p.m., New York City time, on May 13, 2013 (the "Consent Time"), a total of $438,137,000 principal amount of the Notes had been tendered and the related consents delivered. 

Pursuant to the terms, and subject to the satisfaction of the conditions of the tender offer, the Companies have accepted and paid for all Notes validly tendered (and not validly withdrawn) prior to the Consent Time, and holders who tendered such Notes received $1,001.25 per $1,000 in principal amount of Notes, plus accrued and unpaid interest to, but not including, today.

In addition the Companies announced that they received consents from holders of 83.45% of the Notes as of the Consent Time, which is a sufficient number of consents to effect all of the proposed amendments to the indenture governing the notes, as set forth in the Companies Offer to Purchase and Consent Solicitation Statement, dated April 30, 2013 (the "Statement"), and the related Letter of Transmittal and Consent, pursuant to which the tender offer and consent solicitation are being made.  Based on such consents, the Companies and the trustee under the indenture governing the notes have entered into a supplemental indenture effecting the proposed amendments, which have eliminated most of the restrictive covenants and certain event of default provisions applicable to the Notes and permit the Companies to issue a notice of redemption of the Notes not less than three days before a redemption date instead of not less than 30 day s before a redemption date, as was required prior to effecting the proposed amendments.

The tender offer will expire at 11:59 p.m., New York City time, on May 28, 2013, unless extended (such date and time, as the same may be extended, the "Expiration Time"). Holders who validly tender their notes after the Consent Time and before the Expiration Time will be eligible to receive $971.25 per $1,000 principal amount of Notes, plus accrued and unpaid interest up to, but not including, the final settlement date, which is expected to be the next business day after the Expiration Time.

Tendered Notes may no longer be withdrawn and the related consents may no longer be revoked. Any extension, delay, termination or amendment of the tender offer will be followed as promptly as practicable by a public announcement thereof.

The Companies also announced today that they have given an irrevocable notice of redemption for all Notes not tendered prior to the Consent Time and accepted for payment today, and the Companies have concurrently satisfied and discharged the indenture governing the Notes. Such notice specified that untendered Notes will be redeemed in full at 100.000% of their principal amount plus accrued and unpaid interest, on May 29, 2013.

The complete terms and conditions of the Tender Offer and Consent Solicitation are described in the Statement, copies of which may be obtained from Global Bondholder Services Inc., the depositary and information agent (the "Information Agent") for the Tender Offer and Consent Solicitation, at (866) 794-2200 (US toll-free) or, for banks and brokers, (212) 430-3774.

The Companies have engaged BofA Merrill Lynch to act as sole dealer manager and solicitation agent in connection (the "Dealer Manager") with the Tender Offer and Consent Solicitation. Questions regarding the terms of the Tender Offer may be directed to BofA Merrill Lynch at (888) 292-0070 (US toll-free) or (980) 388-3646 (collect).

None of the Companies, the Dealer Manager or the Information Agent makes any recommendation as to whether holders should tender their Notes pursuant to the Tender Offer or deliver their consents to the proposed indenture amendments, and no one has been authorized by any of them to make such recommendations.  Holders must make their own decisions as to whether to tender Notes and deliver consents, and, if so, the principal amount of Notes to tender.

The Companies used the proceeds from their recently issued 5 7/8% Senior Notes due 2021 (the "new notes") having an aggregate principal amount of $350.0 million, together with the proceeds from their new $290.0 million senior secured term loan (the "new term loan"), to fund the payment of Notes accepted for payment in the Tender Offer and the satisfaction and discharge of the indenture governing the Notes.

This press release does not constitute an offer to purchase, a solicitation of an offer to sell nor a solicitation of consents with respect to any Notes or other securities, nor shall there be any purchase of Notes or solicitation of consents in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful.  The Tender Offer and Consent Solicitation are being made solely by the Offer to Purchase.  In any jurisdiction in which the laws require that the Tender Offer and Consent Solicitation to be made by a licensed broker or dealer, they will be deemed made on behalf of the Companies by BofA Merrill Lynch or one or more registered brokers or dealers under the laws of such jurisdiction.  The Tender Offer and Consent Solicitation are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction.      

In addition, this press release does not constitute an offer to sell or the solicitation of an offer to buy the new notes, nor shall there be any sale of the new notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Seminole Hard Rock Entertainment Inc.
Hard Rock is a leading, globally recognized entertainment and leisure brand.  With a presence in 56 countries, Hard Rock is well known for the unique, rock-music based, entertainment experience that it provides its customers. Beginning with an Eric Clapton guitar, Hard Rock owns an extensive greatest collection of music memorabilia, comprising approximately 75,800 pieces, which are displayed at its locations around the globe. Hard Rock is also known for its collectible fashion and music-related merchandise, Hard Rock Live performance venues and an award-winning website. Hard Rock owns the global trademark for all Hard Rock brands, and owns, operates, franchises, licenses and manages Hard Rock properties worldwide including  Hard Rock Cafes, Hard Rock Hotels and Hard Rock Casinos.  

Special Note Regarding Forward-Looking Statements
This press release contains forward-looking statements.  Forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the Companies' actual results, performance or achievements or industry results to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements.  These statements are subject to a number of risks and uncertainties, many of which are beyond the control of the Companies.  The words "believes," "may," "will," "should," "would," "could," "continue," "seeks," "anticipates," "plans," "expects," "intends," "estimates" or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.  Any forward-looking statements included in this press release are made only as of the date of this release. The Companies do not undertake any obligation to update or supplement any forward-looking statements to reflect subsequent events or circumstances. The Companies cannot assure you that projected results or events will be achieved.


SOURCE Seminole Hard Rock Entertainment, Inc.




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