Seminole Hard Rock Entertainment Commences Tender Offer And Consent Solicitation For Senior Secured Floating Rate Notes Due 2014

ORLANDO, Fla., April 30, 2013 /PRNewswire/ -- Seminole Hard Rock Entertainment, Inc. ("SHRE") announced today that, together with Seminole Hard Rock International, LLC ("SHRI" and with SHRE, the "Companies"), it commenced a cash tender offer (the "Tender Offer") for any and all of the Companies' outstanding senior secured floating rate 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 (the "Consent Solicitation"). The Tender Offer and Consent Solicitation are being made pursuant to an offer to purchase and consent solicitation statement, dated April 30, 2013, together with the related letter of transmittal and consent (collectively, the "Offer to Purchase"), which more fully sets out the terms and conditions of the Tender Offer and Consent Solicitation.

The "Total Consideration" for each $1,000 principal amount of Notes validly tendered and the related consents delivered at or before 5:00 p.m., New York City time, on May 13, 2013, (which date and time, as the same may be extended, we refer to as the "Consent Time") and accepted for purchase will be $1,001.25, which includes a "Consent Payment" of $30.00 per $1,000 principal amount of those Notes.

Holders who validly tender their Notes and deliver their consents (and do not validly withdraw their tender and revoke their consents) at or before the Consent Time, and whose notes are accepted for purchase, will be eligible to receive the Total Consideration.  Holders who validly tender their Notes after the Consent Time but at or before 11:59 p.m., New York City time, on May 28, 2013 (the "Expiration Time"), and whose notes are accepted for purchase, will be eligible to receive the "Tender Offer Consideration," which is $971.25 for each $1,000 principal amount of Notes validly tendered and accepted for purchase.  The Tender Offer Consideration equals the Total consideration less the Consent Payment. In addition, holders whose Notes are purchased in the Tender Offer will receive accrued and unpaid interest on their purchased Notes up to, but not including, the applicable settlement  date.

The Companies currently expect the settlement date for Notes tendered before the Consent Time to be May 14, 2013. The settlement date for Notes tendered after the Consent Time and before the Expiration Time will occur promptly after the Expiration Time.

Concurrently with the Tender Offer, the Companies are soliciting consents to certain proposed amendments to the indenture governing the Notes, which, if approved by the consent of holders of at least a majority of the outstanding principal amount of the Notes, would eliminate most of the restrictive covenants and certain event of default provisions contained in the indenture.

Holders must consent to the proposed amendments in order to tender their Notes, and holders may not validly revoke a consent without validly withdrawing the previously tendered Notes to which the consent relates. Notes tendered can be withdrawn, and related consents revoked, only before 5:00 p.m., New York City time, on May 13, 2013, unless extended, except in certain limited circumstances where additional withdrawal rights are required by law.

The Tender Offer is conditioned upon, among other things, the receipt of funds from certain financing transactions in an amount equal to at least $590.0 million. There is no minimum amount of Notes that must be tendered in the Tender Offer, and the Tender Offer is not conditioned upon the successful completion of the Consent Solicitation. Holders who validly tender their Notes pursuant to the Tender Offer will be deemed to have delivered their consents by virtue of such tender.  Holders may not tender their Notes without delivering consents or deliver consents without tendering their Notes effecting the proposed amendments to the indenture governing the Notes.

The complete terms and conditions of the Tender Offer and Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement dated April 30, 2013, 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.

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.   

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/or 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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