YONKERS, N.Y., April 20, 2011 /PRNewswire/ -- Yonkers Racing Corporation ("Yonkers") announced today that it has commenced a solicitation of consents (the "Consent Solicitation") from holders of its 11 3/8% Senior Secured Notes due 2016 (the "Notes").
Yonkers believes that current market conditions may provide an opportunity to refinance its 13.25% Senior Subordinated Notes due 2013 (the "Subordinated Notes") on favorable terms, including a lower interest rate, which would allow Yonkers to extend the maturity of a significant portion of its existing indebtedness and reduce future refinancing risk. Yonkers also intends to repurchase the warrants to purchase shares of its class A common stock (the "Warrants") which were issued in connection with the issuance of the Subordinated Notes in connection with any repayment of the Subordinated Notes to avoid a mandatory repurchase of the Warrants in July 2013. The purpose of the Consent Solicitation is to obtain approval to amend and modify each of the indenture governing the Notes, the related collateral trust agreement securing the Notes and the other related documents to the extent necessary. The proposed amendments would (i) permit Yonkers to issue up to an additional $100 million aggregate principal amount of 11 3/8% Senior Secured Notes due 2016 (the "Additional Notes") and use a portion of the proceeds to redeem all of the Subordinated Notes, including accrued pay-in-kind interest and premium due thereon, and repurchase all of the Warrants, and (ii) modify an additional provision in the indenture governing the Notes that restricts Yonkers' ability to form and make investments with respect to certain unrestricted subsidiaries. Adoption of the proposed amendments requires the receipt of valid and unrevoked consents from holders of not less than a majority in aggregate principal amount of the Notes (other than any Notes owned by Yonkers or any of its affiliates) (the "Requisite Consents").
The Consent Solicitation will expire at 5:00 p.m., New York City time, on April 28, 2011, unless otherwise extended (such time and date, as may be extended, the "Expiration Date"). A consent can be revoked prior to the earlier of the receipt of the Requisite Consents or the Expiration Date, unless otherwise extended (such time and date, as may be extended, the "Revocation Deadline").The record date for the Consent Solicitation is 5:00 p.m., New York City time, on April 19, 2011.
Subject to the terms and conditions of the Consent Solicitation, Yonkers expects to pay, on the date of the consummation of the private offering of the Additional Notes, to each holder of Notes that consents to the amendments proposed by the Consent Solicitation, on or prior to the Expiration Date and which consent is not revoked prior to the Revocation Deadline, a fee equal to $10 in cash for each $1,000 in principal amount of the Notes for which consent is received (the "Consent Fee"). Payment of the Consent Fee is conditioned on the receipt of the Requisite Consents and the substantially concurrent consummation of the private offering of the Additional Notes.
The Consent Solicitation is being made pursuant to a Consent Solicitation Statement, dated April 20, 2011, and a related Letter of Consent. Credit Suisse Securities (USA) LLC and BofA Merrill Lynch are serving as solicitation agents and D.F. King & Co., Inc. is serving as tabulation agent in connection with the Consent Solicitation. Requests for assistance in delivering consents or for additional copies of the Consent Solicitation Statement and/or Letter of Consent should be directed to D.F. King & Co., Inc. at (212) 493-6996 (banks and brokers) or (800) 487-4870 (tollfree). The Consent Solicitation Statement and the related Letter of Consent also have been posted to Yonkers' Intralinks website (www.intralinks.com).
This press release is not an offer to sell the Additional Notes or any other securities and it is not soliciting an offer to buy the Additional Notes or any other securities. Yonkers has not obtained any commitments to purchase, or entered into any agreements to sell, the Additional Notes. Yonkers cannot assure you that the issuance of the Additional Notes will occur. Any agreements to sell the Additional Notes will only be entered into after the Revocation Deadline. The Additional Notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Yonkers Raceway, one of the preeminent horse racing facilities in North America, was founded in 1899 as the Empire City Trotting Club, and has been owned and operated since 1972 by the Rooney family of Pittsburgh, Pennsylvania. Yonkers' facility is located on 97 acres in Yonkers, New York, which is approximately 15 miles from New York City's Times Square. Yonkers' current operations are comprised of a gaming and entertainment facility which includes the Empire City Casino – a 140,000 square-foot casino featuring 5,310 gaming positions including 5,270 slot machines and 40 electronic table games (introduced in December 2010), and Yonkers Raceway – a harness race track featuring pari-mutuel wagering on live and simulcast horse races.
Forward Looking Statements
Some statements in this press release are known as "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements about Yonkers' plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts. When used in this press release, the words "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions are generally intended to identify forward-looking statements. Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to differ materially from those expressed or implied by these forward-looking statements, including Yonkers' plans, objectives, expectations and intentions and other factors. You should not place undue reliance on such forward-looking statements, which are based on the information currently available to Yonkers and speak only as of the date of this press release. Additional factors that could cause actual results to differ materially from those described in the forward looking statements are set forth in the section entitled "Risk Factors" in Yonkers' annual report for the fiscal year ended December 31, 2010, which was posted on Yonkers' Intralinks website in accordance with the indenture governing the Notes. Yonkers undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, your attention is directed to any further disclosures made on related subjects in subsequent periodic reports filed with the U.S. Bank National Association, as trustee under the indenture governing the Notes, or posted on the Intralinks website.
Yonkers currently files reports and other information with the trustee and post current, annual, and quarterly reports to the Intralinks website (www.intralinks.com). Reports and other information can only be accessed via password. If you need assistance in obtaining access to the information contained on the Intralinks website, please contact Joel Daum, Chief Financial Officer of Yonkers, at (914) 457-2481 or [email protected].
SOURCE Yonkers Racing Corporation