Downstream Development Authority Announces Successful Completion of Consent Solicitation with respect to its 10.500% Senior Secured Notes Due 2023

QUAPAW, Okla., Sept. 19, 2019 /PRNewswire/ -- Downstream Development Authority of the Quapaw Tribe of Oklahoma (O-Gah-Pah) ("Downstream") today announced the successful completion of its previously announced solicitation of consents (the "Consent Solicitation") from holders of its outstanding 10.500% Senior Secured Notes due 2023 (the "Notes") to approve proposed amendments to the indenture relating to the Notes (the "Indenture").

The Consent Solicitation expired at 5:00 p.m., New York City time, on September 18, 2019 (the "Expiration Time"). As of the Expiration Time, Downstream had received the requisite consents to effect the proposed amendments to the Indenture. Downstream, in addition the other parties to the Indenture,  executed a supplemental indenture to the Indenture effecting the proposed amendments today, which, among other things, (i) designates its subsidiary, Saracen Development, LLC ("Saracen"), as an "Unrestricted Subsidiary" under the Indenture and thereby permits Saracen to raise capital in one or more capital market transactions or through borrowings, (ii) provides for an increase of 2.0% in the voluntary redemption price of the Notes, (iii) authorizes a license agreement between Downstream and Saracen providing for the payment of a license fee by Saracen to Downstream, and (iv) establishes a receivable from Saracen to Downstream in the amount of $17.0 million, including any cash or pay-in-kind interest or dividend thereon. The proposed amendments under the supplemental indenture will become operative and binding upon all holders of the Notes, including those who did not deliver consents prior to the Expiration Time (or delivered consents but validly revoked them), upon payment of the Consent Fee (defined below). 

Pursuant to the terms and conditions of the Consent Solicitation Statement, as amended and restated , dated as of September 13, 2019, Downstream will pay to each holder of Notes who delivered (and not validly revoked) a consent on or prior to the Expiration Time (i)  a fee of $12.50 per $1,000 principal amount of the Notes held by such holder (the "Consent Fee") promptly following the Expiration Time and (ii) an additional fee of $12.50 per $1,000 principal amount of the Notes held by such holder prior to December 31, 2019. Downstream expects to pay the Consent Fee on or about September 20, 2019.

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 was made solely pursuant to the Consent Solicitation Statement, as amended and restated, dated as of September 13, 2019.

Any questions concerning 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), or to D.F. King & Co., Inc., the Information Agent and Tabulation Agent, 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