LAS VEGAS, May 7, 2015 /PRNewswire/ -- Boyd Gaming
Corporation (NYSE: BYD) announced today that it has sent a
notice to the trustee for its 9.125% senior notes due 2018 (CUSIP
No. 103304 BG5) (the "Notes") to conditionally call for redemption
on June 8, 2015 (the "Redemption
Date") all of the Notes then outstanding, conditioned upon the
trustee's receipt of funds in an amount sufficient to fund the
repayment of all Notes outstanding on the Redemption Date. To the
extent the condition to the redemption is satisfied, the Notes will
be redeemed at a redemption price of 104.563% of the principal
amount thereof, plus accrued and unpaid interest and Additional
Interest (as defined in the Indenture), if any, to the Redemption
Date. A notice of redemption will be mailed to holders of the Notes
containing information required by the terms of the indenture,
dated as of November 10, 2010, (the
"Indenture"), between the Company and U.S. Bank National
Association, as trustee, under which the Notes were issued.
The Company also announced today that it has commenced a cash
tender offer to purchase any and all of the outstanding
Notes. The Company also announced a concurrent consent
solicitation for proposed amendments to the Indenture. The
tender offer and the consent solicitation are being made on the
terms and subject to the conditions set forth in the Offer to
Purchase and Consent Solicitation Statement dated May 7, 2015 (the "Offer to Purchase").
Holders that tender their Notes prior to 5:00 p.m., New York
City time, on the Consent Date (as defined below) pursuant
to the tender offer will be deemed to have consented to the
proposed amendments to the Indenture.
The offer to purchase will expire at 5:00
p.m., New York City time,
on June 5, 2015 unless extended or
earlier terminated (such time and date, as the same may be
extended, the "Expiration Date"). Holders of Notes
("Holders") must tender their Notes and provide their consents to
the amendments to the Indenture prior to 5:00 p.m., New York
City time, on May 21, 2015,
unless extended (such time and date, as the same may be extended,
the "Consent Date"), in order to receive the Total Consideration
(as defined below). Holders of Notes who tender their Notes
after 5:00 p.m., New York City time on the Consent Date will
only receive the Tender Offer Consideration (as defined below).
The offer to purchase and the consent solicitation are subject
to the satisfaction or waiver of certain conditions as described in
the Offer to Purchase, including (1) the receipt by the Company of
at least $500 million of gross
proceeds from the public offering of $500
million aggregate principal amount of its senior notes due
2023 that the Company also announced today, on terms and conditions
satisfactory to the Company, (2) that holders of at least a
majority in aggregate principal amount of outstanding Notes (not
owned by the Company or any of its affiliates) validly deliver, and
do not validly revoke, consent to amend and supplement the
Indenture to give effect to the proposed amendments, (3) that an
amendment to the Indenture (the "Supplemental Indenture") is
executed by the Company and the Trustee and (4) the General
Conditions (as defined in the Offer to Purchase).
The "Total Consideration" for each $1,000 principal amount of Notes validly
tendered, and not validly withdrawn, prior to 5:00 p.m., New York
City time on the Consent Date and which Notes are accepted
for payment by the Company, subject to the terms and conditions set
forth in the Offer to Purchase, is $1,048.13. The "Tender Offer Consideration"
for each $1,000 principal amount of
Notes validly tendered, and not validly withdrawn, after
5:00 p.m., New York City time on the Consent Date but
prior to 5:00 p.m., New York City time on the Expiration Date and
which Notes are accepted for payment by the Company, subject to the
terms and conditions set forth in the Offer to Purchase, is
$1,045.63. The Tender Offer
Consideration is the Total Consideration minus the Consent Payment
(as defined below). Holders who validly tender, and do not
validly withdraw, their Notes and whose Notes are accepted for
payment by the Company, subject to the terms and conditions set
forth in the Offer to Purchase, will also receive accrued and
unpaid interest, and Additional Interest, if any, from the most
recent interest payment date for the Notes to, but not including,
the applicable settlement date. Under no circumstances will
any interest be payable by the Company because of any delay in the
transmission of funds to Holders by the Depositary.
The "Consent Payment" is an amount equal to $2.50 per $1,000
principal amount of Notes and will be payable only with respect to
each Holder that validly tenders (and does not validly withdraw)
its Notes and is deemed to have validly delivered (and does not
validly revoke) its consent prior to 5:00
p.m., New York City time,
on the Consent Date, and whose Notes are accepted for payment by
the Company, subject to the terms and conditions set forth in the
Offer to Purchase. The Consent Payment is included in the
calculation of the Total Consideration and is not in addition to
the Total Consideration. Pursuant to the Offer to Purchase,
the valid tender of Notes prior to 5:00
p.m., New York City time,
on the Consent Date pursuant to the tender offer will be deemed to
constitute the valid delivery of a consent by such Holder to all
the amendments to the Indenture. Additionally, Holders may not
validly deliver their consents without tendering their Notes.
Notes tendered and consents deemed delivered prior to
5:00 p.m., New York City time, on the Consent Date may be
validly withdrawn and revoked, respectively, at any time until
5:00 p.m., New York City time, on the Consent Date (by
following the procedures set forth in the Offer to Purchase), but
may not be validly withdrawn or revoked thereafter. A valid
withdrawal of tendered Notes will be deemed a valid revocation of
the related consent. A consent may be revoked at any time prior to
5:00 p.m., New York City time, on the Consent Date, but a
valid revocation of a consent will render a tender of the related
Notes defective. Notes tendered after 5:00
p.m., New York City time,
on the Consent Date may not be withdrawn, except where the Company
is otherwise required by applicable law to permit the
withdrawal.
The proposed amendments to the Indenture would, among other
modifications, eliminate certain of the restrictive covenants in
the Indenture. Holders of at least a majority in aggregate
principal amount of the Notes outstanding not owned by the Company
or any of its affiliates must consent to the amendments for the
amendments to become operative. Holders who validly tender
(and do not validly withdraw) their Notes and who are deemed to
have validly delivered (and do not validly revoke) their consents
prior to 5:00 p.m., New York City time, on the Consent Date, and
whose Notes are accepted for payment by the Company, subject to the
terms and conditions set forth in the Offer to Purchase will
receive the Consent Payment (included in the Total Consideration)
if the offer is consummated. Holders will not be deemed to
have delivered consents to the proposed amendments without validly
tendering the related Notes in the tender offer and may not revoke
their consents without withdrawing the previously tendered Notes to
which they relate.
The Company has engaged J.P. Morgan as the Dealer Manager and
Solicitation Agent for the offer to purchase and the consent
solicitation. Persons with questions regarding the offer to
purchase and the consent solicitation should contact J.P. Morgan at
(800) 245-8812 (toll-free) or (212) 270-1200 (collect).
Requests for documents should be directed to D.F. King & Co., Inc., the Information
Agent, by telephone at (866) 304-5477 (toll-free) or (212) 269-5550
(banks and brokers) or by email at boyd@dfking.com. The
Depositary for the offer to purchase and the consent solicitation
is U.S. Bank National Association. The Depositary can be contacted
at (651) 466-6774.
This press release is for information purposes only and is not
an offer to purchase, a solicitation of acceptance of the offer to
purchase or a solicitation of a consent with respect to any of the
Notes. The tender offer and the consent solicitation are
being made pursuant to the tender offer and consent solicitation
documents, including the Offer to Purchase, which the Company is
distributing to holders of Notes. The tender offer and the
consent solicitation are not being made to holders of Notes in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction.
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Such statements include, without limitation,
statements regarding our expectations, hopes or intentions
regarding the future. These forward looking statements can often be
identified by their use of words such as "will", "predict",
"continue", "forecast", "expect", "believe", "anticipate",
"outlook", "could", "target", "project", "intend", "plan", "seek",
"estimate", "should", "may" and "assume", as well as variations of
such words and similar expressions referring to the future, and may
include (without limitation) statements regarding the terms and
conditions and timing of the redemption and tender offer.
Forward-looking statements involve certain risks and uncertainties,
and actual results may differ materially from those discussed in
each such statement. Factors that could cause actual results to
differ include (without limitation) the possibility that the
redemption or tender offer will not be consummated at the expected
timing, on the expected terms, or at all; and the Company's
financial performance. Additional factors are discussed under
the heading "Risk Factors" in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2015, and in the Company's other
current and periodic reports filed from time to time with the
Securities and Exchange Commission. All forward-looking statements
in this document are made as of the date hereof, based on
information available to the Company as of the date hereof, and the
Company assumes no obligation to update any forward-looking
statement.
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SOURCE Boyd Gaming Corporation