Pokagon Gaming begins tender offer, seeks consents for 10 3/8% notes

By Marisa Wong

Madison, Wis., June 16 - The Pokagon Gaming Authority announced that it launched a cash tender offer for any and all of its 10 3/8% senior notes due 2014 on Thursday.

The authority said it is also soliciting consents from holders to amend the notes indenture to eliminate substantially all of the restrictive covenants as well as certain events of default and related provisions, and, if holders of at least 66 2/3% of the outstanding principal amount of notes consent, to release the security interest in all of the collateral securing the notes.

Holders may not tender their notes without delivering consents or deliver consents without tendering their notes.

The tender offer is scheduled to expire at 8 a.m. ET on July 15.

Holders who tender their notes and deliver their consents on or before 5 p.m. ET on June 29, the consent payment deadline, will receive the total consideration of $1,031.25 for each $1,000 principal amount of notes, which includes a $10.00 consent payment.

Holders who tender their notes after the consent payment deadline and before the expiration time will only receive the tender offer consideration of $1,021.25 per $1,000 of notes, which does not include the consent payment.

The authority will also pay accrued interest to but excluding the payment date.

Payment for notes tendered by the consent payment deadline is expected to occur on June 30. Notes tendered after the authority's initial acceptance of notes for purchase will be paid for soon after the expiration date of the tender offer.

The tender offer is conditioned upon certain conditions, including the execution of a supplemental indenture upon obtaining tenders and consents from holders of a majority in principal amount of the notes, receipt of proceeds from one or more new debt financings and certain other customary conditions.

Bank of America Merrill Lynch (888 292-0070 or 980 387-4536) is the dealer manager and solicitation agent. Global Bondholder Services Corp. (866 488-1500 or 212 430-3774) is the information agent.

The gaming authority is a Dowagiac, Mich.-based wholly owned unincorporated instrumentality of the federally recognized Pokagon Band of Potawatomi Indians.

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