The Seminole Tribe of Florida Announces Cash Tender Offer For up to $100,000,000 of its 6.535% Gaming Division Bonds Series 2005B due 2020

HOLLYWOOD, Fla., July 24, 2017 /PRNewswire/ -- The Seminole Tribe of Florida (the "Tribe") announced today the commencement of an offer to purchase for cash (the "Tender Offer"), subject to certain terms and conditions, up to $100 million aggregate principal amount (the "Maximum Amount") of its outstanding 6.535% Gaming Division Bonds Series 2005B due 2020 (the "Bonds").

The Tender Offer is being made pursuant to the Offer to Purchase for Cash and related Letter of Transmittal, both dated July 24, 2017 (together, the "Tender Offer Materials"), which set forth a more detailed description of the Tender Offer. Holders of the Bonds are urged to carefully read the Tender Offer Materials before making any decision whether to tender Bonds in the Tender Offer.

The following table sets forth certain terms of the Tender Offer:

(1) Excludes accrued and unpaid interest thereon, which will be paid in addition to the Tender Offer Consideration or Total Consideration, as applicable.

(2) Includes the Early Tender Premium.

Subject to the terms and conditions of the Tender Offer, each holder of the Bonds who validly tenders and does not validly withdraw its Bonds at or prior to 5:00 p.m., New York City time, on August 4, 2017 (such date and time, as it may be extended, the "Early Tender Date") will be eligible to receive the "Total Consideration" for the Bonds, which is $1,021.25 per $1,000 principal amount of Bonds tendered. The Total Consideration includes the early tender premium for the Bonds of $30.00 per $1,000 principal amount of Bonds tendered (the "Early Tender Premium").  Holders of the Bonds who validly tender their Bonds after the Early Tender Date but at or prior to the expiration of the Tender Offer will be eligible to receive $991.25 per $1,000 principal amount of Bonds tendered (the "Tender Offer Consideration"). Holders whose Bonds are accepted for purchase will also receive accrued and unpaid interest up to, but not including, the applicable settlement date.

The Tender Offer is scheduled to expire at midnight, New York City time, on August 18, 2017 (the "Expiration Date"), unless extended or earlier terminated by the Tribe. Tendered Bonds may not be withdrawn after 5:00 p.m., New York City time, on August 4, 2017, unless otherwise required by law. The Tribe will accept Bonds for purchase only up to the Maximum Amount.  If purchasing all of the validly tendered Bonds would cause the Maximum Amount to be exceeded, the amount of Bonds purchased will be prorated based on the aggregate principal amount of Bonds tendered, such that the Maximum Amount will not be exceeded. As discussed in more detail in the Tender Offer Materials, the Tribe reserves the right, but is under no obligation, to increase or decrease the Maximum Amount, at any time, subject to compliance with applicable law.

The Tribe will purchase Bonds that have been validly tendered and not validly withdrawn prior to the Early Tender Date, up to the Maximum Amount, on the "Early Settlement Date", which we currently expect will be on August 7, 2017. Payment for Bonds validly tendered after the Early Tender Date, but prior to the Expiration Date, and accepted for purchase will occur promptly following the Expiration Date.

The obligation of the Tribe to accept for purchase and to pay either the Total Consideration or Tender Offer Consideration, as applicable, and the accrued and unpaid interest on the Bonds pursuant to the Tender Offer is not subject to any minimum tender condition, but is subject to the Maximum Amount and the satisfaction or waiver of certain other conditions described in the Tender Offer Materials. The Tender Offer may be amended, extended, terminated or withdrawn by the Tribe, subject to applicable law.

The Tribe has retained BofA Merrill Lynch to serve as Dealer Manager for the Tender Offer. Global Bondholder Services Corporation has been retained to serve as the Information Agent and Depositary for the Tender Offer. Questions regarding the Tender Offer may be directed to BofA Merrill Lynch at  (888) 292-0070 (toll-free) or (980) 388-3646 (collect). Requests for the Tender Offer Materials may be directed to Global Bondholder Services Corporation at (866) 470-4300 (toll-free) or (212) 430-3774 (collect for banks and brokers).

The Tribe is making the Tender Offer only by, and pursuant to, the terms of the Tender Offer Materials. None of the Tribe, the Dealer Manager, the Information Agent and the Depositary make any recommendation as to whether holders of the Bonds should tender or refrain from tendering their Bonds. Holders of the Bonds must make their own decision as to whether to tender Bonds and, if so, the principal amount of the Bonds to tender.  The Tender Offer is not being made to holders of the Bonds in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.  In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Tribe by the Dealer Manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

This press release does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any securities nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.

Forward-Looking Statements

The information made available in this release includes forward-looking statements, which are generally statements about future events, plans, objectives and performance. Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "project," "will" and similar expressions identify forward looking statements.  Forward looking statements reflect our current expectations, based on currently available information, and are not guarantees.  Although we believe that the expectations reflected in such forward looking statements are reasonable, these expectations could prove inaccurate as such statements involve risks and uncertainties, many of which are beyond our ability to control or predict.  Should one or more of these risks or uncertainties, or other risks or uncertainties not currently known to us or that we currently deem to be immaterial, materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected.

SOURCE The Seminole Tribe of Florida