RICHMOND, BC, July 5, 2012 /PRNewswire/ - Great Canadian Gaming Corporation [TSX:GC] ("Great Canadian" or "the Company") announced today that it has commenced an offer to purchase for cash (the "Tender Offer") any and all of the US$170.0 million aggregate outstanding principal amount of its 7.250% Senior Subordinated Notes due 2015 (the "Subordinated Notes"). As part of the Tender Offer, Great Canadian is soliciting the consent of the holders of the Subordinated Notes (the "Consent Solicitation") to certain proposed amendments to the indenture dated February 14, 2007 under which the Subordinated Notes were originally issued (the "Proposed Amendments").
The terms of the Tender Offer are described in the Offer to Purchase and Consent Solicitation Statement dated July 5, 2012 (the "Offer to Purchase and Consent Solicitation Statement") and the related Letter of Transmittal and Consent (the "Letter of Transmittal") to be distributed to holders of the Subordinated Notes. The following table sets forth certain terms of the Tender Offer:
|Title of Securities||CUSIP Numbers||Principal Amount Outstanding||Tender Offer Consideration(1)||Consent Payment(1)||Total Consideration(1)(2)|
|7.250% Senior Subordinated Notes due 2015||389914AD4/ C4112PAA6||$170,000,000||$990.63||$30.00||$1,020.63|
|(1)||Per $1,000 principal amount of Subordinated Notes tendered and accepted for purchase|
|(2)||Inclusive of the Consent Payment.|
Subject to satisfaction or waiver of the conditions described in the Offer to Purchase and Consent Solicitation Statement, the Company expects to accept for payment all Subordinated Notes that are validly tendered and not validly withdrawn under the Tender Offer. Holders of Subordinated Notes that validly tender and do not withdraw their Subordinated Notes on or prior to 5:00 p.m., New York City time, on July 18, 2012 (the "Consent Payment Deadline") and whose Subordinated Notes are accepted for purchase by Great Canadian will receive the Total Consideration set forth in the table above for each US$1,000 principal amount of Subordinated Notes accepted for purchase, which includes the Consent Payment. Holders that validly tender and do not withdraw their Subordinated Notes after the Consent Payment Deadline but on or prior to the Expiration Date (as defined below) and whose Subordinated Notes are accepted for purchase by Great Canadian will receive the Tender Offer Consideration set forth in the table above for each US$1,000 principal amount of Subordinated Notes accepted for purchase but not the Consent Payment thereon. In addition, holders of Subordinated Notes accepted for purchase will receive an amount equal to accrued and unpaid interest on their purchased securities from the applicable last interest payment date to, but not including, the date of payment for purchased Subordinated Notes.
Holders may withdraw Subordinated Notes validly tendered on the earlier of (i) 5:00 p.m., New York City time on July 18, 2012, and (ii) the date on which the supplemental indenture giving effect to the Proposed Amendments is executed. Otherwise holders will be extended withdrawal rights only as required by law.
Subordinated Notes validly tendered and not withdrawn on or before the Consent Payment Deadline will be accepted for purchase on a date (the "Initial Acceptance Date") that will be the later of (i) the 4th business day following the Consent Payment Deadline, and (ii) the business day on which the conditions of the Tender Offer are satisfied or waived. Subordinated Notes validly tendered after the Consent Payment Deadline and on or before the Expiration Date will be accepted for purchase promptly following the Expiration Date.
The Tender Offer will expire at 12:01 a.m., New York City time, on August 2, 2012 unless extended or earlier terminated (such time and date, as may be extended or earlier terminated, the "Expiration Date"). Under certain circumstances, and as more fully described in the Offer to Purchase and Consent Solicitation Statement, Great Canadian may terminate the Tender Offer before the Expiration Date. The obligation of Great Canadian to accept for purchase and pay for Subordinated Notes validly tendered pursuant to the Tender Offer is conditioned on satisfaction or waiver of a number of conditions set forth in the Offer to Purchase and Consent Solicitation Statement, including the receipt of consents to the Proposed Amendments from holders representing a majority of the principal amount of the outstanding Subordinated Notes. If the Initial Acceptance Date occurs, then we will be deemed to have waived substantially all of the conditions set forth in the Offer to Purchase and Consent Solicitation Statement.
The complete terms and conditions of the Tender Offer are set forth in the Offer to Purchase and Consent Solicitation Statement and the Letter of Transmittal that will be sent to holders of the Notes. Holders of the Notes are encouraged to read these documents carefully when they become available.
Scotia Capital (USA) Inc. is the Dealer Manager for the Tender Offer and solicitation agent for the Consent Solicitation. Questions regarding the Tender Offer and Consent Solicitation may be directed to Scotia Capital (USA) Inc. at (800) 372-3930 (toll free)/(212) 225-5501. Global Bondholder Services Corporation has been retained as tender agent for the Tender Offer. Requests for documents may be directed to Global Bondholder Services Corporation by telephone at (866) 389-1500 (toll-free) or in writing at 65 Broadway - Suite 404, New York, NY 10006, Attention: Corporate Actions.
This press release is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The Tender Offer and Consent Solicitation are being made solely by the Offer to Purchase and Consent Solicitation Statement.
ABOUT GREAT CANADIAN GAMING CORPORATION
Great Canadian Gaming Corporation is a multi-jurisdictional gaming, entertainment and hospitality operator with operations in British Columbia, Ontario and Nova Scotia, and Washington State. The Company operates ten casinos, a thoroughbred racetrack that offers slot machines, three standardbred racetracks (two offer slot machines and one offers both slot machines and table games), two community gaming centres, a bingo hall, a resort with two hotels, a conference centre and a marina, two show theatres and various associated food and beverage and entertainment facilities. As of March 31, 2012, the Company had approximately 4,000 employees in Canada and approximately 600 in Washington State. Further information is available on the Company's website, www.gcgaming.com.
This news release contains certain "forward-looking information" or statements within the meaning of applicable securities legislation. Forward-looking information is based on the Company's current expectations, estimates, projections and assumptions that were made by the Company in light of its historical trends and other factors. All information or statements, other than statements of historical fact, are forward-looking information including statements that address expectations, estimates or projections about the future, the Company's strategy for growth, property development and acquisitions, expected future expenditures, costs, liquidity, operating and financial results, the planned refinancing and Tender Offer. Such forward-looking information is based on certain assumptions made by the Company and is not a guarantee of future performance and may involve a number of risks and uncertainties. Although forward-looking information is based on information and assumptions that the Company believes are current, reasonable and complete, they are subject to a number of factors that could cause actual results to vary materially from those expressed or implied by such forward-looking information. Such factors may include, but are not limited to: terms of operational service agreements with lottery corporations; changes to gaming laws that may impact our operational service agreements; pending, proposed or unanticipated regulatory or policy changes; unanticipated fines, sanctions and suspensions imposed on the Company by its regulators; impact of global liquidity and credit availability; adverse tourism trends and further decreases in levels of travel, leisure and consumer spending; competition from established competitors and new entrants in the gaming business; dependence on key personnel; the risk that systems, procedures and controls may not be adequate to meet regulatory requirements or to support current and expanding operations; potential undisclosed liabilities and capital expenditures associated with acquisitions; negative connotations linked to the gaming industry; First Nations claims with respect to some Crown land on which we conduct our operations; future or current legal proceedings; construction disruptions; financial covenants associated with credit facilities and long-term debt; credit, liquidity and market risks associated with our financial instruments; interest and exchange rate fluctuations; non-realization of cost reductions and synergies; demand for new products and services; fluctuations in operating results; and economic uncertainty and financial market volatility. These factors and other risks and uncertainties are discussed in the Company's continuous disclosure documents filed with the Canadian securities regulatory authorities from time to time, including in the "Risk Factors" section of the Company's Annual Information Form for fiscal 2011, and as identified in the Company's disclosure record on SEDAR at www.sedar.com. The forward-looking information in documents incorporated by reference speak only as of the date of those documents. Readers are cautioned not to place undue reliance on the forward-looking information, as there can be no assurance that the plans, intentions, or expectations upon which they are based will occur. The Company undertakes no obligation to publicly revise forward-looking information to reflect subsequent events or circumstances except as required by law. The forward-looking information contained herein is made as of the date hereof and is expressly qualified in its entirety by cautionary statements in this news release.
ON BEHALF OF
GREAT CANADIAN GAMING CORPORATION
"Original Signed By Rod N. Baker"
Rod N. Baker
President and Chief Executive Officer
SOURCE Great Canadian Gaming Corporation