Buffalo Thunder Development Authority Announces Proposed Private Offer to Exchange Any and All Outstanding 9 3/8% Senior Secured Notes due 2014 for Newly Issued 11% Senior Secured Notes due 2022 and Residual Claim Certificates

SANTA FE, N.M., Oct. 17, 2014 /PRNewswire/ -- Buffalo Thunder Development Authority (the "Authority"), announced today that it has commenced a private exchange offer (the "Exchange Offer") to holders of the Authority's outstanding 9 ⅜% Senior Secured Notes due 2014 (the "Existing Notes") to exchange any and all Existing Notes for its newly issued 11% Senior Secured Notes due 2022 (the "New Notes) and Residual Claim Certificates (the "Claim Certificates"). The Authority is a political subdivision and unincorporated instrumentality of the Pueblo of Pojoaque, a federally recognized Indian tribe.

In connection with the Exchange Offer, the Authority is soliciting the consent of holders of Existing Notes (the "Consent Solicitation") to certain amendments to the indenture governing the Existing Notes, the documents relating to the collateral securing the Existing Notes, as well as consents to the forms of the new indenture that will govern the New Notes and the Claim Certificates and certain documents relating to the security for the New Notes, all as more fully described in the Confidential Offering Circular and Consent Solicitation Statement dated October 17, 2014 (the "Offering Circular"). Holders may not tender their Existing Notes without delivering consents or deliver consents without tendering their Existing Notes.

The Exchange Offer and Consent Solicitation is being made only to holders of Existing Notes that have certified their status as either (i) an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) not a "U.S. person" as that term is defined in Rule 902 under the Securities Act (each, an "Eligible Holder") and is exempt from registration under the Securities Act. The Exchange Offer and Consent Solicitation is made only by, and pursuant to, terms set forth in the Offering Circular, and the information in this press release is qualified by reference to the Offering Circular and the accompanying letter of transmittal.

Eligible Holders who validly tender their Existing Notes in the Exchange Offer and provide their consent in the Consent Solicitation on or prior to midnight, New York City time, on November 14, 2014, unless extended (the "Expiration Date"), will receive New Notes and Claim Certificates. The consideration for each $1,000 principal amount of Existing Notes (including accrued and unpaid interest thereon) validly tendered, and each consent validly delivered in the Consent Solicitation, on or prior to the Expiration Date will consist of (i) $466.53 principal amount of New Notes and (ii) $207.35 principal amount of Claim Certificates. If the exchange results in any New Note or Claim Certificate having a principal amount of less than $1,000, such principal amount will be paid in cash by the Authority, and no New Note or Claim Certificate will be issued in such principal amount. In addition, if the exchange results in any portion of a New Note or Claim Certificate that is less than $1.00, such portion will be disregarded and holders will not be entitled to receive cash for such disregarded portion.

Tenders of Existing Notes may not be withdrawn and consents delivered in the Consent Solicitation may not be revoked, in each case unless otherwise required by law.

Consummation of the Exchange Offer and Consent Solicitation is subject to the satisfaction or waiver of certain conditions, including the receipt of valid tenders of Existing Notes, not withdrawn, of at least 98% in aggregate principal amount (the "Minimum Tender Condition"), the execution of the Supplemental Indenture (the "Supplemental Indenture Condition"), and a receipt of an advisory opinion by the National Indian Gaming Commission that the documents submitted to it are not management contracts and do not permit a proprietary interest in the tribal gaming operations under applicable federal law (the "NIGC Condition"). The Authority reserves the right, upon the approval of holders of a majority in principal amount of the Existing Notes and arrangements satisfactory to the trustee for the Existing Notes, to waive the Minimum Tender Condition but cannot waive the Supplemental Indenture Condition or the NIGC Condition.  

The New Notes and Claim Certificates will be offered only in reliance on exemptions from registration under the Securities Act. The New Notes and Claim Certificates have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

Global Bondholder Services Inc. is the exchange agent and information agent for the Exchange Offer and Consent Solicitation. Documents relating to the Exchange Offer and Consent Solicitation will only be distributed to holders of the Existing Notes that complete and return a letter of eligibility confirming that they are Eligible Holders. Holders of the Existing Notes that desire a copy of the eligibility letter may contact Global Bondholder Services Inc. by calling toll-free (866) 470-3700 or at (212) 430-3774 (banks and brokerage firms).

This press release is for informational purposes only and shall not constitute an offer to sell or exchange or the solicitation of an offer to buy the New Notes, the Claim Certificates or any other securities. The Exchange Offer and Consent Solicitation are not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful. Any offers of the New Notes and the Claim Certificates will be made only by means of the Offering Circular. 

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements based on current expectations of the Authority's management. These forward-looking statements include all statements other than those made solely with respect to historical facts and include, but are not limited to, statements regarding, and resulting consequences of, the Exchange Offer and Consent Solicitation. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, whether or not the Authority will ultimately consummate the Exchange Offer and Consent Solicitation on the terms currently contemplated by the Offering Circular or otherwise. Many of the factors that will determine the outcome of the subject matter of this press release are beyond the Authority's ability to control or predict. The Authority undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE Buffalo Thunder Development Authority