NEW YORK, April 22, 2016 /CNW Telbec/ - GSO Capital Partners LP ("GSO"), in its capacity as investment manager or advisor of certain funds (the "GSO Funds"), announces that the GSO Funds acquired 10,993,209 common shares (the "Common Shares") of Amaya Gaming Group Inc. ("Amaya") at a price of C$0.01 per Common Share pursuant to the exercise, on a cashless basis, of 11,000,000 common share purchase warrants (the "Warrants") previously acquired by the GSO Funds on August 1, 2014 (the "Exercise of Warrants"). Each Warrant entitled the holder thereof to acquire one Common Share at a price of C$0.01 per Common Share until August 1, 2024. In accordance with the terms of the Warrants, each GSO Fund opted to undertake the Exercise of Warrants on a cash-less basis and therefore the exercise price was paid by equivalent reduction in the number of Common Shares to which each GSO Fund is entitled, with such reduction being determined on the basis of the VWAP of the Common Shares in the five-day period immediately preceding the date of Exercise of Warrants.
The GSO Funds acquired the Common Shares for investment purposes and to enable GSO to exercise voting rights attached to such Common Shares, including in connection with any transaction or other matter submitted for shareholder approval.
The GSO Funds have, on the date hereof, beneficial ownership of, and GSO has control or direction over, 13,977,234 Common Shares (or approximately 9.7% of the issued and outstanding Common Shares (after the Exercise of Warrants) according to Amaya's latest publicly filed financial statements) and 651,060 convertible preferred shares (the "Preferred Shares"). On a partially diluted basis (in respect of all securities of Amaya held by the GSO Funds), assuming compliance with the terms of the TSX Undertaking referred to below and conversion or exchange on the date hereof of only those Convertible Securities (as defined below) held by the GSO Funds (but assuming no exercise, conversion or exchange of any other options, warrants or convertible securities of Amaya outstanding on the date hereof), on the basis of 144,777,402 Common Shares issued and outstanding on the date hereof (after the Exercise of Warrants) according to Amaya's latest publicly filed financial statements, the GSO Funds would have beneficial ownership of, and GSO would have control or direction over, 19.99% of Amaya's issued and outstanding Common Shares.
Each of GSO and the GSO Funds has undertaken, as of August 1, 2014, (the "TSX Undertaking") in favour of the Toronto Stock Exchange, not to exercise or convert (or, in the case of GSO, not to cause any GSO Fund to exercise or convert, as long as GSO has control or direction over convertible securities of Amaya, including the Warrants and Preferred Shares (collectively, the "Convertible Securities"), held by such GSO Fund) any Convertible Securities if such exercise or conversion would cause the GSO Group, directly or indirectly, to receive a number of securities resulting in the GSO Group owning 20% or more of the voting rights attached to Amaya's securities at the time of exercise or conversion, including any securities held by parties acting jointly or in concert with the GSO Group, except in connection with certain permitted transactions.
SOURCE GSO Capital Partners LP
For further information: Christine Anderson, GSO Capital Partners LP, 345 Park Avenue, 31st Floor, New York, NY 10154 USA, (212) 583-5182