LAS VEGAS, May 21, 2015 /PRNewswire/ -- Boyd Gaming
Corporation (NYSE: BYD) today announced that pursuant to the terms
of its previously announced tender offer and consent solicitation
for any and all of its outstanding 9.125% Senior Notes due 2018
(the "Notes"), holders of approximately $458.7 million aggregate principal amount of the
outstanding Notes (approximately 91.7% of the outstanding Notes),
have validly tendered their Notes and are deemed to have validly
delivered the requisite consents for the proposed amendments to the
indenture governing the Notes prior to the expiration of the
consent date which was 5:00 p.m.,
New York City time, on
May 21, 2015.
The consents received exceeded the number needed to approve the
proposed amendments. The terms of the tender offer and consent
solicitation are detailed in the Company's offer to purchase and
consent solicitation statement, dated as of May 7, 2015. Based on the consents
received, the Company, the guarantors party to the indenture
governing the Notes and the trustee under the indenture governing
the Notes have entered into a supplemental indenture that, among
other modifications, eliminates substantially all of the
restrictive covenants in the indenture. The supplemental
indenture became operative on May 21,
2015, the date that the Company accepted for purchase Notes
that were validly tendered, and not validly withdrawn, prior to
5:00 p.m. New York City time on the consent date.
The Notes that have been accepted for purchase by the Company may
no longer be withdrawn and the related consents may no longer be
revoked.
The tender offer remains open and will expire at 5:00 p.m. New York
City time on the expiration date, which is June 5, 2015 (or such later date if
extended). Promptly following the expiration date, subject to
the satisfaction of the conditions set forth in the offer to
purchase and consent solicitation statement, the Company expects to
accept for purchase and settle all Notes that have been 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tendered (and not validly withdrawn) after 5:00 p.m. New York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. Holders that tender
Notes after the consent date are not eligible to receive a consent
payment.
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 is being made pursuant to the tender
offer documents, including the Offer to Purchase, which the Company
is distributing to holders of Notes. The tender offer is 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 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 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