Full House Resorts Announces Commencement of Consent Solicitations with Respect to Its 8.250% Senior Secured Notes Due 2028
January 26 2022 - 12:44AM
Full House Resorts, Inc. (“Full House” or the “Company”) (Nasdaq:
FLL) announced today that it has commenced a solicitation (the
“Solicitation”) of consents (the “Consents”) to amend the Indenture
(such amendments, the “Amendments”) dated as of
February 12, 2021 (as amended or supplemented through the
date hereof, the “Indenture”) governing Full House’s 8.250%
Senior Secured Notes due 2028 (the “Notes”)
(CUSIP Nos. 359678 AC3 and U3232F AB3) to allow
for the incurrence of up to $100.0 million of additional Notes
(the “Additional Notes”) (i) to develop, equip and open
The Temporary by American Place, our planned temporary
casino in Waukegan, Illinois (“The Temporary”) which we intend
to operate while we design and construct our permanent
American Place facility, (ii) to pay the transaction fees
and expenses of the offer and sale of the Additional Notes and
(iii) for general corporate purposes. The Consents will also
permit the Company to increase the available borrowings under its
credit agreement from $15.0 million to $40.0 million. The
aggregate outstanding principal amount of the Notes is
$310.0 million.
The Solicitation will expire at 5:00 p.m.,
New York City time, on February 1, 2022 (such date and
time, as Full House may extend from time to time, the
“Expiration Time”). Only holders of record of the Notes as of
5:00 p.m., New York City time, on January 25, 2022
are eligible to deliver Consents to the Amendments in the
Solicitation. Full House reserves the right at any time on or prior
to 9:00 a.m., New York City time, on the business day
following the Expiration Time, to: (i) prior to the
satisfaction of all conditions to the Solicitation, terminate the
Solicitation for any reason; (ii) extend the Solicitation from
time to time if any condition to the Solicitation has not been met
or waived; (iii) extend the Expiration Time without extending
the right of Holders to revoke Consents delivered (and not validly
revoked) prior to the Effective Time; (iv) amend the terms of
the Solicitation; (v) modify the form or amount of the
consideration to be paid pursuant to the Solicitation;
(vi) waive any of the conditions to the Solicitation, subject
to applicable law; or (vii) not extend the Solicitation beyond
the last previously announced Expiration Time whether or not the
Requisite Consents (as defined below) have been received by such
date.
After the Expiration Time and upon the
satisfaction or waiver of all conditions to the Solicitation,
Full House will pay a cash payment (the “Consent Fee”) of
$10.00 per $1,000 principal amount of Notes held by an eligible
holder with respect to which a valid Consent to the Amendments was
delivered (and not validly revoked) prior to the Expiration Time.
The Consent Fee will only be payable if all conditions to the
Solicitation, including the receipt of the Requisite Consents with
respect to the Notes, have been satisfied or waived and will be
paid substantially concurrently with the issue date of the
Additional Notes.
Adoption of the Amendments with respect to the
Notes requires the Consent of the holders of at least a majority of
the aggregate principal amount of all outstanding Notes (the
“Requisite Consents”). Consents may be validly revoked at any time
prior to the earlier of (x) the Effective Time (as defined
below) and (y) the Expiration Time, but not thereafter.
The Solicitation is being made solely on the
terms and subject to the conditions set forth in the Statement.
Copies of the Statement may be obtained from
D.F. King & Co., Inc., the Information and
Tabulation Agent, at (212) 269-5550 (collect) or
(866) 864-4940 (toll free). Holders of the Notes are
encouraged to review the Statement for the detailed terms of the
Solicitation and the procedures for consenting to the Amendments.
Any persons with questions regarding the Solicitation should
contact the Solicitation Agent, Credit Suisse Securities (USA) LLC,
at (212) 538-2147 (collect) or (800) 820-1653 (toll
free).
This press release is for information purposes
only and is neither an offer to sell nor a solicitation of an offer
to buy any security. This announcement is also not a solicitation
of Consents with respect to the Amendments or any securities. No
recommendation is being made as to whether holders of Notes should
Consent to the Amendments. The Solicitation is not being made in
any jurisdiction in which, or to or from any person to or from
whom, it is unlawful to make such solicitation under applicable
state or foreign securities or “blue sky” laws.
The Additional Notes will not be registered
under the Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
About Full House Resorts
Full House Resorts owns, leases, develops and
operates gaming facilities throughout the country. The Company’s
properties include Silver Slipper Casino and Hotel in Hancock
County, Mississippi; Bronco Billy’s Casino and Hotel in Cripple
Creek, Colorado; Rising Star Casino Resort in Rising Sun, Indiana;
Stockman’s Casino in Fallon, Nevada; and Grand Lodge Casino,
located within the Hyatt Regency Lake Tahoe Resort, Spa and Casino
in Incline Village, Nevada. The Company is currently constructing
Chamonix Casino Hotel, a new luxury hotel and casino in Cripple
Creek, Colorado, and has been selected by the Illinois Gaming Board
to develop a casino in Waukegan, Illinois. For further information,
please visit www.fullhouseresorts.com.
Safe Harbor Statement under the Private
Securities Litigation Reform Act of 1995
This document may contain certain
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. These include statements
regarding, but not limited to, Full House Resorts’ intention to the
offer the securities and the expected uses of the proceeds from the
proposed offering. Forward-looking statements can be identified by
the use of words such as “may,” “will,” “plan,” “should,” “expect,”
“anticipate,” “estimate,” “continue” or comparable terminology.
Forward-looking statements involve risks and uncertainties that
could cause actual results or developments to differ materially
from those indicated due to a number of factors affecting Full
House Resorts’ operations, markets, products and services. Full
House Resorts identifies the principal risks and uncertainties that
impact its performance in its public reports filed with the SEC,
including the “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition” sections of Full House Resorts’
most recent Annual Report on Form 10-K, as may be supplemented
or amended by Full House Resorts’ subsequent Quarterly Reports on
Form 10-Q. Forward-looking statements speak only as of the
date on which they are made and Full House Resorts undertakes No
obligation to publicly release the results of any revision to such
forward-looking statements, which may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events, except as required by applicable law.
Contact:
Lewis Fanger, Chief Financial Officer
Full House Resorts, Inc.
(702) 221-7800
www.fullhouseresorts.com
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