SOURCE: The Pokagon Gaming Authority

June 16, 2011 18:01 ET

The Pokagon Gaming Authority Commences Tender Offer and Consent Solicitation in Connection With Its 10 3/8% Senior Notes Due 2014

DOWAGIAC, MI--(Marketwire - Jun 16, 2011) - The Pokagon Gaming Authority (the "Authority"), a wholly owned unincorporated instrumentality of the Pokagon Band of Potawatomi Indians, a federally-recognized Indian tribe (the "Tribe"), announced today that it has commenced a cash tender offer for any and all of its 10 3/8% Senior Notes due 2014 (CUSIP Nos. 730857AA7 and U72683AA0) (the "Notes"). The tender offer is scheduled to expire at 8:00 a.m., New York City time, on July 15, 2011, unless extended or earlier terminated by the Authority in its sole discretion. In connection with the cash tender offer, the Authority is also soliciting consents from the holders of the Notes to amend the indenture under which the Notes were issued to eliminate substantially all of the restrictive covenants as well as certain events of default and related provisions contained therein, and, if holders of at least 66 2/3% of the aggregate principal amount of the outstanding 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.

Holders who validly tender their Notes and provide their consents to the amendments to the indenture governing the Notes and to the release of the liens on the collateral securing the Notes on or before 5:00 p.m., New York City time, on June 29, 2011 (as may be extended by the Authority, the "Consent Payment Deadline") will receive the "Total Consideration" of $1,031.25 for each $1,000 principal amount of Notes validly tendered and accepted in the tender offer, plus accrued and unpaid interest on such Notes to, but not including, the payment date. The Total Consideration includes a consent payment of $10.00 per $1,000 principal amount of Notes and is payable only to holders who tender their Notes and deliver their consents on or prior to the Consent Payment Deadline. Holders who tender their Notes after the Consent Payment Deadline and prior to the expiration of the tender offer will not receive the consent payment and will receive only the "Tender Offer Consideration" of $1,021.25 for each $1,000 principal amount of Notes validly tendered and accepted in the tender offer, plus accrued and unpaid interest on such Notes to, but not including, the payment date.

The Authority currently expects that it will accept and make payment for the Notes validly tendered on or prior to the Consent Payment Deadline on or about June 30, 2011. Subject to limited conditions, all Notes validly tendered after the Authority's initial acceptance of Notes for purchase and prior to the expiration date of the tender offer will be accepted and paid for promptly following the expiration date of the tender offer.

Tendered Notes may not be withdrawn and consents may not be revoked after the "Withdrawal Time," which is the earlier to occur of (i) 5:00 p.m. New York City time, June 29, 2011 or (ii) the date and time the Authority, the Tribe, the guarantors party to the indenture and the indenture trustee execute an amendment to the indenture to effect the proposed amendments (the "Supplemental Indenture").

Any extension, delay, termination or amendment of the tender offer and consent solicitation will be followed as promptly as practicable by a public announcement.

The Authority's obligation to consummate the tender offer is conditioned upon the satisfaction of certain conditions, including (i) execution of the Supplemental Indenture upon obtaining tenders and consents from holders of Notes representing not less than a majority in principal amount of the outstanding Notes, (ii) receipt by the Authority of net proceeds from one or more new debt financings, each on terms and conditions satisfactory to the Authority and (iii) certain other customary conditions. Full details of the terms and conditions of the tender offer are included in the Authority's Offer to Purchase and Consent Solicitation Statement dated June 16, 2011.

The Authority has retained BofA Merrill Lynch as the dealer manager in connection with the tender offer and as solicitation agent in connection with the consent solicitation. BofA Merrill Lynch can be contacted at (888)292-0070 (U.S. toll free), (980)387-4536 (collect). Holders can request documents from Global Bondholder Services Corporation, the Information Agent, at (866)488-1500 (U.S. toll free) or (212)430-3774 (collect).

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other security or a solicitation of consents with respect to the Notes. The tender offer is made only pursuant to the Offer to Purchase and Consent Solicitation Statement dated June 16, 2011. The tender offer is not being made directly or indirectly to any resident or person located in any jurisdiction where the tender offer would be unlawful.

This press release contains "forward-looking statements" based on our current expectations, assumptions, and estimates about us, our plans and our industry. These forward-looking statements involve risks and uncertainties. Words such as "believe," "anticipate," "estimate," "expect," "intend," "plan," "will," "may" and other similar expressions identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. All statements other than statements of historical facts, including, among others, statements regarding our future financial position, business strategy, projected levels of growth, projected costs and projected financing needs, are forward-looking statements. These forward-looking statements are based on our current expectations, are not guarantees of future performance, are subject to a number of risks, uncertainties, assumptions and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those anticipated in such forward-looking statements. We believe these forward-looking statements are reasonable; however, you should not place undue reliance on any forward-looking statements, which are based on current expectations. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward-looking statements as predictions of future events. Except as required by applicable law, including the securities laws of the United States, and the rules and regulations of the U.S. Securities and Exchange Commission, we do not plan and assume no obligation to publicly update or revise any forward-looking statements contained herein after the date hereof, whether as a result of any new information, future events or otherwise.

Contact Information