Jack Ohio Finance LLC Announces Proposed $1.050 Billion Secured Notes Offering

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Oct 24, 2016, 11:18 ET

DETROIT, Oct. 24, 2016 /PRNewswire/ -- Jack Ohio Finance LLC (the "Company") and its wholly owned subsidiary Jack Ohio Finance 1 Corp. (together with the Company, the "Issuers") today announce a proposed issuance of $750 million in aggregate principal amount of First Lien Secured Notes due 2021 (the "First Lien Notes") and $300 million in aggregate principal amount of Second Lien Secured Notes due 2022 (the "Second Lien Notes" and, together with the First Lien Notes, the "Notes") in an offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The Notes will be guaranteed by certain domestic subsidiaries and the parent of the Company.

The First Lien Notes and the related note guarantees will be secured by a first priority lien on substantially all of the assets of the Company and the guarantors, subject to certain exceptions and permitted liens and, other than specified excluded assets, including certain assets which cannot be pledged under applicable gaming laws (including gaming licenses).

The Second Lien Notes and the related note guarantees will be secured by a second priority lien on substantially all of the assets of the Company and the guarantors, subject to certain exceptions and permitted liens and, other than specified excluded assets, including certain assets which cannot be pledged under applicable gaming laws (including gaming licenses).

The Issuers intend to use the net proceeds from the offering of the Notes (i) to refinance indebtedness, (ii) to provide cash for upcoming payments and (iii) to pay expenses of the offering and refinancing. The remaining proceeds, if any, will be used to finance the ongoing working capital, capital expenditures and general corporate needs of the Company and its subsidiaries.

The Notes and related guarantees are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside of the United States, to persons other than "U.S. persons" in reliance on Regulation S under the Securities Act. The Notes and related guarantees will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities law.

Concurrently with the closing of the offering, the Issuers intend to enter into a new $50.0 million revolving loan facility, which is expected to be undrawn as of the closing of the offering.

This announcement shall 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. This announcement is not an offer to buy or a solicitation of an offer to sell the Issuers' Notes.

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.