NEW YORK, August 1, 2014 /CNW Telbec/ - GSO Capital Partners LP ("GSO"), in its capacity as investment manager or advisor of certain funds (the "GSO Funds"), announces that, in connection with the acquisition by a wholly-owned subsidiary of Amaya Gaming Group Inc. ("Amaya") of all of the outstanding securities of Oldford Group Limited (the "Acquisition") and pursuant to the terms of a private placement, the GSO Funds acquired today (the "Closing Date") (i) US$600 million of non-voting convertible preferred shares of Amaya (the "Preferred Shares") at an initial principal price of C$1,000 per Preferred Share, representing 651,060 Preferred Shares, and (ii) US$55 million of common shares (the "Common Shares") of Amaya at a price of C$20.00 per Common Share, representing 2,984,025 Common Shares.
Each Preferred Share is convertible at the holder's option, initially into approximately 41.67 Common Shares (the "Initial Conversion Ratio") based on the initial conversion price of C$24.00 per Common Share. Every six month period from the issue date of the Preferred Shares, the number of Common Shares issuable per Preferred Share upon exercise of the conversion right by the holder (the "Conversion Ratio") shall be adjusted by multiplying the Conversion Ratio then in effect immediately prior to such adjustment by 1.03. Therefore, the number of Common Shares underlying the Preferred Shares over which the GSO Funds have beneficial ownership, and GSO has control or direction, may increase from time to time.
In consideration for GSO's commitment with respect to the financing of the Acquisition, Amaya issued to the GSO Funds, 11,000,000 common shares purchase warrants (the "Warrants" and, collectively with the Preferred Shares the "Convertible Securities"), each Warrant entitling the holder thereof to acquire one Common Share at a price of C$0.01 per Common Share until August 1, 2024.
As of the Closing Date, each of GSO and the GSO Funds has agreed to undertake (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 the Convertible Securities held by such GSO Fund) any Convertible Securities if such exercise or conversion would cause the GSO Funds (together with other funds or accounts managed or advised by GSO, to the extent GSO has control or direction over the securities of Amaya held by such funds or accounts (collectively, 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.
As of the Closing Date, the GSO Funds have beneficial ownership of, and GSO has control or direction over, (i) 651,060 Preferred Shares, representing approximately 57.14% of the outstanding Preferred Shares as of the Closing Date, (ii) Warrants exercisable into a maximum of 11,000,000 Common Shares; and (iii) 2,984,025 Common Shares, representing approximately 2.29% of the issued and outstanding Common Shares as of the Closing Date. 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 and conversion or exchange on the Closing Date of only those convertible securities issued to the GSO Funds on the Closing Date (but assuming no exercise, conversion or exchange of any other options, warrants or convertible securities of Amaya outstanding on the Closing Date), on the basis of 130,245,331 Common Shares issued and outstanding on the Closing Date, 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 as of the Closing Date.
The GSO Funds acquired the Preferred Shares, Warrants and Common Shares for investment purposes.
SOURCE: GSO Capital Partners LP
For further information: Peter Rose, GSO Capital Partners LP, 345 Park Avenue, 31st Floor, New York, NY 10154 USA, (212) 583-5263