Jack Ohio Finance LLC and Jack Ohio Finance 1 Corp. Announce Cash Tender Offer and Consent Solicitation for 12.125% Second-Priority Senior Secured Notes due 2018

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Oct 25, 2016, 10:57 ET

DETROIT, Oct. 25, 2016 /PRNewswire/ -- Jack Ohio Finance LLC (formerly known as ROC Finance LLC) and Jack Ohio Finance 1 Corp. (formerly known as ROC Finance 1 Corp.) (together, the "Issuers") announce that they have commenced a cash tender offer to purchase any and all of their outstanding 12.125% Second-Priority Senior Secured Notes due 2018 (the "Notes") (CUSIP Nos. 74965WAA5 (144A) and U7501EAA3 (Reg S)) (the "Offer"), of which $380.0 million in aggregate principal amount is currently outstanding, and a related consent solicitation to effect certain amendments to the indenture governing the Notes (the "Consent Solicitation").

Each holder who validly tenders and does not validly withdraw its Notes and provides its consent to the amendments to the Indenture before 5:00 p.m., New York City time, on November 7, 2016, unless such time is extended by the Issuers (the "Consent Payment Deadline"), will receive, if such Notes are accepted for purchase pursuant to the Offer, total consideration of $1,038.41 per $1,000 principal amount of the Notes tendered (the "Total Consideration"), which includes $30.00 as the early tender payment (the "Consent Payment"). In addition, accrued interest up to, but not including, the applicable payment date of the Notes will be paid in cash on all validly tendered and accepted Notes.

The Offer is scheduled to expire at 11:59 p.m., New York City time, on November 22, 2016, unless extended or terminated pursuant to the terms of the tender offer (the "Expiration Date"). Holders who validly tender and do not validly withdraw their Notes and provide their consents to the amendments to the Indenture after the Consent Payment Deadline but on or prior to the Expiration Date will receive, if such Notes are accepted for purchase pursuant to the Offer, the Tender Offer Consideration of $1,008.41 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the payment date, but will not receive the Consent Payment.

Tendered Notes may be withdrawn at any time prior to the Expiration Date but not thereafter, except to the extent that the Issuers are required by law to provide additional withdrawal rights. Subject to the terms and conditions described below, payment of the Total Consideration will occur on a business day selected by the Issuers and promptly following the initial date upon which tendered Notes are accepted for payment.

The consummation of the Offer is conditioned upon, among other things, the Issuers having sufficient funds to pay the Total Consideration for validly tendered Notes from the issuance of newly issued debt of the Issuers (the "Financing Transaction"). If any of the conditions are not satisfied, the Issuers may terminate the Offer and return tendered Notes. The Issuers have the right to waive any of the conditions to the Offer. In addition, the Issuers have the right, in their sole discretion, to terminate the Offer at any time, subject to applicable law.

If the Financing Transaction is consummated, the Issuers will discharge the Indenture concurrently with the consummation of the Financing Transaction and the purchase of the Notes tendered in the Offer, and the Issuers will exercise their right to optionally redeem all remaining outstanding Notes not purchased in the Offer at a redemption price equal to $1,030.31 per $1,000 principal amount of the Notes, which is greater than the Tender Offer Consideration but less than the Total Consideration.

This notice shall not constitute an offer to purchase or a solicitation of an offer to sell any securities. The complete terms and conditions of the tender offer are set forth in an Offer to Purchase and Consent Solicitation Statement dated October 25, 2016 (the "Offer to Purchase") posted in the Merrill Data Site used by the Issuers for distribution of information to holders of the Notes. The Offer is being made only through, and subject to the terms and conditions set forth in, the Offer to Purchase.

The Issuers have retained Goldman, Sachs & Co. as the dealer manager for the Offer and solicitation agent for the Consent Solicitation. Questions regarding the terms of the Offer may be directed to the Liability Management Group of Goldman, Sachs & Co. by calling (212) 902-6595 (collect) or (800) 828-3182 (US toll-free).

Global Bondholder Services Corporation will act as the Information Agent and Depositary for the Offer and Consent Solicitation. Requests for the Offer to Purchase may be directed to Global Bondholder Services Corporation at (212) 430-3774 (for brokers and banks) or (866) 470-3800 (toll-free).

Neither the Issuers nor any other person shall make any recommendation as to whether holders of Notes should tender their Notes, and no one has been authorized to make such a recommendation. Holders of Notes must make their own decisions as to whether or not to tender their Notes, and if they decide to do so, the principal amount of the Notes to tender. Holders of the Notes should read carefully the Offer to Purchase and related materials before any decision is made with respect to the tender offer.

Jack Ohio Finance LLC, through its subsidiaries, owns and operates casino and thoroughbred horseracing facilities in Cleveland and Cincinnati, Ohio, which offer a full range of gaming, dining and entertainment alternatives.

This release includes "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements contain words such as "may," "will," "project," "might," "expect," "believe," "anticipate," "intend," "could," "would," "estimate," "continue" or "pursue," or the negative or other variations thereof or comparable terminology. In particular, they include statements relating to, among other things, future actions, transition matters, future performance and the outcomes of contingencies and future financial results of the Issuers. These forward-looking statements are based on current expectations and projections about future events. Investors are cautioned that forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that cannot be predicted or quantified and, consequently, the actual performance of the Issuers may differ materially from those expressed or implied by such forward-looking statements.