ST. LOUIS, April 7, 2015 /PRNewswire/ -- Isle of Capri
Casinos, Inc. (Nasdaq: ISLE) (the "Company") announced today that
it has commenced a cash tender offer (the "Tender Offer") for any
and all of its outstanding 7.75% Senior Notes due 2019 (the "2019
Notes"). The Tender Offer is being conducted upon the terms and
conditions set forth in an Offer to Purchase dated April 7, 2015 (the "Offer to Purchase") and the
related letter of transmittal and notice of guaranteed
delivery.
The Tender Offer will expire at 5:00
p.m., New York City time,
on April 13, 2015 (the "Expiration
Time"), unless extended or earlier terminated by the Company.
The Company reserves the right to terminate, withdraw or amend the
Tender Offer at any time, subject to applicable law. Tenders of
2019 Notes may be withdrawn at any time at or prior to the
Expiration Time, but not thereafter, except as may be required by
law.
Certain information regarding the 2019 Notes and the terms of
the Tender Offer is summarized in the table below.
Notes
|
|
CUSIP
Number
|
|
Principal
Amount
Outstanding as of April 7,
2015
|
|
Tender Offer
Consideration1
|
|
|
|
|
|
|
|
7.75% Senior Notes
due 2019
|
|
CUSIP No. 464592AL8
ISIN US464592AL80
|
|
$300,000,000
|
|
$1,043.00
|
|
|
(1)
|
Per $1,000 principal
amount of 2019 Notes and excluding accrued and unpaid interest
which will be paid in addition to the Tender Offer Consideration on
the settlement date.
|
Subject to the terms and conditions of the Tender Offer or the
waiver thereof by the Company in its sole discretion, holders that
validly tender and do not validly withdraw their 2019 Notes prior
to the Expiration Time will be eligible to receive the Tender Offer
Consideration listed above, together with an amount equal to
accrued and unpaid interest on such tendered 2019 Notes from the
last interest payment date up to, but not including, the settlement
date, which is currently expected to be April 14, 2015.
The consummation of the Tender Offer and the Company's
obligation to accept for purchase, and to pay for, 2019 Notes
validly tendered (and not validly withdrawn) pursuant to the Tender
Offer is subject to the satisfaction or waiver of certain
conditions described in the Offer to Purchase, including the
Company's successful completion of one or more debt financing
transactions in an amount sufficient, together with cash on hand,
to fund the purchase of validly tendered 2019 Notes accepted for
purchase in the Tender Offer and pay all fees and expenses
associated with the such debt financing transactions and the Tender
Offer, all on terms acceptable to the Company in its sole
discretion. If any 2019 Notes remain outstanding after
the consummation of the Tender Offer, the Company expects (but is
not obligated) to redeem such 2019 Notes in accordance with the
terms and conditions set forth in the related indenture.
The Company has retained Wells Fargo Securities, LLC to serve as
dealer manager, and D. F. King &
Co., Inc. to serve as tender agent and information agent, for the
Tender Offer. Requests for the Offer to Purchase and other related
materials may be directed to D. F.
King & Co., Inc. at (866) 796-3441 or at 48 Wall Street,
22nd Floor, New York, New York
10005 or, if requested by a bank or broker, by calling (212)
269-5550 collect. Questions regarding the Tender Offer may be
directed to Wells Fargo Securities, LLC, Attn: Liability Management
Group at (866) 309-6316 or by calling (704) 410-4760 collect.
Copies of the Offer to Purchase and the related letter of
transmittal and notice of guaranteed delivery are also available at
the following web address: http:www.dfking.com/isleofcapri.
This press release shall not constitute an offer to purchase, or
the solicitation of an offer to sell, nor shall there be any offer
or sale of, any security in any jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction. The Tender Offer is being made solely pursuant
to the Offer to Purchase and the related letter of transmittal.
None of the Company, Wells Fargo Securities, LLC, or D. F. King & Co., Inc., makes any
recommendation that the holders should tender or refrain from
tendering all or any portion of the principal amount of their 2019
Notes pursuant to the Tender Offer. Holders must make their own
decision as to whether to tender their 2019 Notes.
About Isle of Capri Casinos, Inc.
Isle of Capri Casinos, Inc. is a leading regional gaming and
entertainment company dedicated to providing guests with
exceptional experience at each of the casino properties that it
owns and operates, primarily under the Isle and Lady Luck
brands. The Company currently owns and operates 15 gaming and
entertainment facilities in Mississippi, Louisiana, Iowa, Missouri, Colorado, Pennsylvania and Florida. More information is available at the
Company's website, www.islecorp.com.
Forward-Looking Statements
This press release may be deemed to contain forward-looking
statements, which are subject to change. These forward-looking
statements may be significantly impacted, either positively or
negatively, by various factors, including, without limitation,
licensing and other regulatory approvals, financing sources,
development and construction activities, costs and delays, weather,
permits, competition and business conditions in the gaming
industry. The forward-looking statements are subject to numerous
risks and uncertainties that could cause actual results to differ
materially from those expressed in or implied by the statements
herein.
Additional information concerning potential factors that could
affect the Company's financial condition, results of operations and
expansion projects is included in the filings of the Company with
the Securities and Exchange Commission, including, but not limited
to, its Form 10-K for the most recently ended fiscal year.
Contacts
For Isle of Capri Casinos, Inc.,
Eric L. Hausler, Chief Financial
Officer- 314.813.9205
Jill Alexander, Senior Director
Corporate Communication-314.813.9368
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/isle-of-capri-casinos-inc-commences-cash-tender-offer-for-any-and-all-of-its-outstanding-775-senior-notes-due-2019-300061958.html
SOURCE Isle of Capri Casinos, Inc.