ROHNERT PARK, Calif.--(BUSINESS WIRE)--The Graton Economic Development Authority (the “Authority”), a wholly owned, unincorporated governmental instrumentality of the Federated Indians of Graton Rancheria, a federally recognized Indian tribe (the “Tribe”), announced today that it has commenced a tender offer to purchase for cash any and all of its outstanding 9.625% Senior Secured Notes due September 1, 2019 (the “Notes”).
In conjunction with the tender offer, the Authority also commenced a consent solicitation to amend the indenture governing the Notes to release the liens from the collateral securing the Authority’s obligations under the Notes, eliminate or modify substantially all of the restrictive covenants and certain events of default in the indenture governing the Notes and eliminate or modify certain other provisions of the indenture governing the Notes. The tender offer and consent solicitation are being made pursuant to the Authority's Offer to Purchase and Consent Solicitation Statement (the “Statement”) dated July 28, 2015.
Holders who validly tender (and do not validly withdraw) their Notes on or prior to 5:00 p.m., New York City time, on August 10, 2015, unless extended or earlier terminated (the “Consent Expiration Date”), will receive total consideration of $1,077.70 per $1,000 principal amount of Notes, which includes a cash consent payment of $30 per $1,000 principal amount of Notes tendered (the “Consent Payment”). Holders who validly tender their Notes after the Consent Expiration Date but prior to the Offer Expiration Date (as defined below) will not be eligible to receive the Consent Payment, but will receive tender consideration of $1,047.70 per $1,000 principal amount of Notes tendered. Holders who validly tender (and do not validly withdraw) their Notes also will be paid accrued and unpaid interest up to, but not including, the date of payment for such Notes (if such Notes are accepted for purchase).
In addition, all Notes accepted for payment will be entitled to receipt of accrued and unpaid interest in respect of such Notes from the last interest payment date prior to the applicable settlement date to, but not including, the applicable settlement date. Holders may withdraw their tenders and revoke their consents at any time before 5:00 p.m., New York City time on August 10, 2015, unless extended (the “Withdrawal Deadline”).
Consummation of the tender offer, and payment for the tendered Notes, is subject to the satisfaction or waiver of certain conditions described in the Statement, including (i) consummation of a new financing by the Authority that results in the receipt of sufficient funds to purchase Notes tendered in the tender offer and the consent solicitation, redeem or defease all Notes that remain outstanding following the consummation of the tender offer and pay any related fees and expenses and (ii) receipt by the Authority of all required governmental and tribal approvals of the refinancing transactions and the tender offer and consent solicitation, as well as other customary conditions. If any of the conditions described in the Statement are not satisfied or waived by the Authority, the Authority is not required to accept or pay for any Notes tendered and may terminate the tender offer at any time in its sole discretion and may, subject to compliance with applicable law, postpone the acceptance of any Notes tendered pursuant to the tender offer or delay the payment for Notes accepted for purchase under the tender offer. The Authority’s acceptance of, and payment for, any or all Notes tendered is not conditioned upon the required consents having been received (and not validly withdrawn) prior to the Consent Expiration Date. Subject to applicable law, the Authority has reserved the absolute right, in its sole discretion, to at any time (i) waive any condition to the tender offer and (ii) amend any of the terms of the tender offer.
The tender offer will expire at 5:00 p.m., New York City time, on August 31, 2015, unless extended or earlier terminated (the “Offer Expiration Date”). Settlement for all Notes tendered on or prior to the Consent Expiration Date and accepted for payment is expected to occur on the first business day following the Consent Expiration Date on which all conditions to the tender offer have been satisfied or waived. The Authority does not expect that the conditions relating to financing and receipt of governmental and tribal approvals will be satisfied prior to the Consent Expiration Date. As a result, the settlement date for Notes tendered on or prior to the Consent Expiration Date may occur substantially later than the Withdrawal Deadline. Settlement for all Notes tendered after the Consent Expiration Date, but on or prior to the Offer Expiration Date, is expected to occur promptly following the Offer Expiration Date.
The Authority currently expects to redeem, defease or otherwise repurchase any Notes not tendered in the tender offer and consent solicitation and may deliver such notice of redemption as early as the initial settlement date.
BofA Merrill Lynch is acting as dealer manager and solicitation agent for the tender offer and the consent solicitation. The tender agent and information agent is D.F. King & Co., Inc. Requests for documentation should be directed to D.F. King & Co., Inc. at (877) 361-7966 (toll-free) or (212) 269-5550 (banks and brokers). Questions regarding the tender offer and consent solicitation should be directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 388-3646 (collect).
This press release does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the Notes, nor does it constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.
About the Graton Economic Development Authority
The Graton Economic Development Authority was formed in July 2012 primarily to own, develop, construct and operate all gaming and related businesses of the Tribe, including the Graton Resort & Casino in Sonoma County, California.
Forward-Looking Statements
Certain statements in this press release are forward-looking statements. Generally, forward-looking statements are not based on historical facts but instead represent only our current beliefs regarding future events. All forward-looking statements are, by their nature, subject to risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied in such forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements. Such statements may be identified by words such as “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “may increase,” “may fluctuate” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could.” The Authority does not intend to update publicly any forward-looking statements, except as may be required by law.
