Great Canadian Gaming Announces Initial Results of Notes Tender Offer and Consent Solicitation
RICHMOND, BC, July 18, 2012 /CNW/ - Great Canadian Gaming Corporation [TSX: GC] ("Great Canadian" or "the Company") announced today that it had received, as of 5:00 p.m., New York City time, on July 18, 2012 (the "Consent Payment Deadline"), tenders and consents from the holders of 86.30%, or US$146,703,000 of its 7.250% Senior Subordinated Notes due 2015 (CUSIP Nos. 389914AD4/ C4112PAA6) (the "Subordinated Notes") in connection with its previously announced tender offer (the "Tender Offer") to purchase the Subordinated Notes and related consent solicitation (the "Consent Solicitation") to effect certain proposed amendments to the indenture governing the Subordinated Notes (the "Indenture"), which commenced on July 5, 2012. The Tender Offer and Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement dated July 5, 2012 (the "Offer to Purchase"), and a related Letter of Transmittal and Consent (the "Letter of Transmittal"). The acceptance date for Subordinated Notes tendered on or prior to the Consent Payment Deadline and not validly withdrawn is expected to be July 24, 2012 (the "Initial Acceptance Date"), which is 4 business days following the Consent Payment Deadline.
As consents from holders representing a majority of the principal amount of the outstanding Subordinated Notes have been received, Great Canadian intends to enter into on the Initial Acceptance Date a supplemental indenture ("Supplemental Indenture") to the Indenture that, among other things, upon Great Canadian's purchase of the tendered Subordinated Notes, will eliminate substantially all of the restrictive covenants and certain events of default in the Indenture.
Great Canadian's obligation to accept for purchase and to pay for the Subordinated Notes in the Tender Offer is subject to satisfaction of the closing conditions set out in the Offer to Purchase including, among other things, the satisfaction of the financing condition set forth therein.
Holders of Subordinated Notes who have not already tendered their Subordinated Notes may continue to do so at any time on or prior to the expiration of the Tender Offer at 12:01 a.m., New York City time, on August 2, 2012 (the "Expiration Date"). Holders of Subordinated Notes who have tendered and not validly withdrawn their Subordinated Notes prior to the Consent Payment Deadline are entitled to receive US$1,020.63, which includes a consent payment (the "Consent Payment") of US$30.00, for each US$1,000 principal amount of Subordinated Notes accepted for purchase. Holders of Subordinated Notes tendered after the Consent Payment Deadline but on or prior to the Expiration Date are entitled to receive US$990.63 for each US$1,000 principal amount of Subordinated Notes accepted for purchase and will not receive the Consent Payment. Subordinated Notes tendered pursuant to the Tender Offer may no longer be withdrawn. Holders of Subordinated Notes accepted for purchase in the Tender Offer will receive accrued and unpaid interest in respect of such Subordinated Notes from the last interest payment date to, but not including, the applicable settlement date.
Any Subordinated Note not tendered and purchased pursuant to the Tender Offer will remain outstanding, and the holders thereof will be subject to the terms of the Supplemental Indenture although they did not consent to the amendments.
The complete terms and conditions of the Tender Offer and Consent Solicitation are set forth in the Offer to Purchase and related Letter of Transmittal. Holders are encouraged to read these documents carefully.
Scotia Capital (USA) Inc. is the Dealer Manager for the Tender Offer and solicitation agent for the Consent Solicitation. Questions regarding the Tender Offer and Consent Solicitation may be directed to Scotia Capital (USA) Inc. at (800) 372-3930 (toll free) or (212) 225-5501. Global Bondholder Services Corporation has been retained as tender and information agent for the Tender Offer. Requests for documents may be directed to Global Bondholder Services Corporation by telephone at (866) 389-1500 (toll-free) or in writing at 65 Broadway - Suite 404, New York, NY 10006, Attention: Corporate Actions.
None of the Company, the Dealer Manager and solicitation agent or the tender and information agent or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Subordinated Notes in the Tender Offer.
This press release is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The Tender Offer and Consent Solicitation are being made solely by the Offer to Purchase and Consent Solicitation Statement.
ABOUT GREAT CANADIAN GAMING CORPORATION
Great Canadian Gaming Corporation is a multi-jurisdictional gaming, entertainment and hospitality operator with operations in British Columbia, Ontario and Nova Scotia, and Washington State. The Company operates ten casinos, a thoroughbred racetrack that offers slot machines, three standardbred racetracks (two offer slot machines and one offers both slot machines and table games), two community gaming centres, a bingo hall, a resort with two hotels, a conference centre and a marina, two show theatres and various associated food and beverage and entertainment facilities. As of March 31, 2012, the Company had approximately 4,000 employees in Canada and approximately 600 in Washington State. Further information is available on the Company's website, www.gcgaming.com.
This news release contains certain "forward-looking information" or statements within the meaning of applicable securities legislation. Forward-looking information is based on the Company's current expectations, estimates, projections and assumptions that were made by the Company in light of its historical trends and other factors. All information or statements, other than statements of historical fact, are forward-looking information including statements that address expectations, estimates or projections about the future, the Company's strategy for growth, property development and acquisitions, expected future expenditures, costs, liquidity, operating and financial results, the planned refinancing and tender offer. Such forward-looking information is based on certain assumptions made by the Company and is not a guarantee of future performance and may involve a number of risks and uncertainties. Although forward-looking information is based on information and assumptions that the Company believes are current, reasonable and complete, they are subject to a number of factors that could cause actual results to vary materially from those expressed or implied by such forward-looking information. Such factors may include, but are not limited to: terms of operational service agreements with lottery corporations; changes to gaming laws that may impact our operational service agreements; pending, proposed or unanticipated regulatory or policy changes; unanticipated fines, sanctions and suspensions imposed on the Company by its regulators; impact of global liquidity and credit availability; adverse tourism trends and further decreases in levels of travel, leisure and consumer spending; competition from established competitors and new entrants in the gaming business; dependence on key personnel; the risk that systems, procedures and controls may not be adequate to meet regulatory requirements or to support current and expanding operations; potential undisclosed liabilities and capital expenditures associated with acquisitions; negative connotations linked to the gaming industry; First Nations claims with respect to some Crown land on which we conduct our operations; future or current legal proceedings; construction disruptions; financial covenants associated with credit facilities and long-term debt; credit, liquidity and market risks associated with our financial instruments; interest and exchange rate fluctuations; non-realization of cost reductions and synergies; demand for new products and services; fluctuations in operating results; and economic uncertainty and financial market volatility. These factors and other risks and uncertainties are discussed in the Company's continuous disclosure documents filed with the Canadian securities regulatory authorities from time to time, including in the "Risk Factors" section of the Company's Annual Information Form for fiscal 2011, and as identified in the Company's disclosure record on SEDAR at www.sedar.com. The forward-looking information in documents incorporated by reference speak only as of the date of those documents. Readers are cautioned not to place undue reliance on the forward-looking information, as there can be no assurance that the plans, intentions, or expectations upon which they are based will occur. The Company undertakes no obligation to publicly revise forward-looking information to reflect subsequent events or circumstances except as required by law. The forward-looking information contained herein is made as of the date hereof and is expressly qualified in its entirety by cautionary statements in this news release.
ON BEHALF OF
GREAT CANADIAN GAMING CORPORATION
"Original Signed By Rod N. Baker"
Rod N. Baker
President and Chief Executive OfficerFor further information:
GREAT CANADIAN GAMING CORPORATION [TSX: GC]
Suite #350 - 13775 Commerce Parkway
For investor enquiries:
Ms. Tanya Ruskowski
Executive Assistant to the President and Chief Executive Officer and the Chief Financial Officer
For media enquiries:
Mr. Howard Blank
Vice-President, Communications, Entertainment & Responsible Gaming