MTR Gaming Group, Inc. Announces Receipt of Requisite Consents
09 Janvier 2014 - 2:00PM
Business Wire
MTR Gaming Group, Inc. (NasdaqGS:MNTG) (the “Company”)
announced today that its previously announced consent solicitation
(the “Consent Solicitation”) with respect to proposed
amendments to the indenture (the “Indenture”) governing the
Company’s 11.50% Senior Secured Second Lien Notes due 2019 (CUSIP
No. 553796 AL4) (the “Notes”), of which $570,664,114 in
aggregate principal amount is outstanding, expired at
5:00 p.m., New York City time, on January 8, 2014
(the “Expiration Time”). As of the Expiration Time,
$293,509,335 in principal amount of the Notes validly delivered a
duly executed consent for the proposed amendments. Accordingly, the
consents received exceed the number needed to approve the proposed
amendments to the Indenture.
The proposed amendment the Indenture will permit the formation
of a new holding company as a result of the transactions
contemplated by the Agreement and Plan of Merger, dated as of
September 9, 2013, as amended (together, the “Merger Agreement”),
by and among the Company, Eclair Holdings Company, a direct wholly
owned subsidiary of the Company (“NewCo”), Ridgeline Acquisition
Corp., a direct wholly owned subsidiary of NewCo, Eclair
Acquisition Company, LLC, a direct wholly owned subsidiary of
NewCo, Eldorado HoldCo LLC (“Eldorado”), and Thomas Reeg, Robert
Jones, and Gary Carano as the representatives of the members of
Eldorado, without requiring the Company to effect a change of
control offer under the Notes and the Indenture.
In the event that certain conditions are satisfied, including
the Company and Eldorado closing the transactions contemplated by
the Merger Agreement, the Company will effect the proposed
amendments by entering into a supplemental indenture to the
Indenture governing the Notes. The Company did not pay a consent
fee to any registered holder of the Notes in connection with the
Consent Solicitation.
About MTR Gaming Group, Inc.
MTR Gaming Group, Inc. is a hospitality and gaming company that
through subsidiaries owns and operates Mountaineer Casino,
Racetrack & Resort in Chester, West Virginia; Presque Isle
Downs & Casino in Erie, Pennsylvania; and Scioto Downs in
Columbus, Ohio. For more information, please visit
www.mtrgaming.com. All references to “MTR,” “MTR Gaming,” or the
“Company” used in this release refer to MTR Gaming Group, Inc. or
its affiliates.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are based on current
expectations of management of MTR and Eldorado and are subject to
uncertainty and changes in circumstances. These forward-looking
statements include, among others, statements regarding the expected
benefits of a potential combination of MTR and Eldorado, including
the expected effect of the merger on MTR’s and Eldorado’s financial
results and profile (e.g., free cash flow, earnings per share and
Adjusted EBITDA); the anticipated benefits of geographic diversity
that would result from the merger and the expected results of MTR’s
and Eldorado’s gaming properties; expectations about future
business plans, prospective performance and opportunities; required
regulatory approvals and the expected timing of the completion of
the transaction. These forward-looking statements may be identified
by the use of words such as “expect,” “anticipate,” “believe,”
“estimate,” “potential,” “should”, “will” or similar words intended
to identify information that is not historical in nature. The
inclusion of such statements should not be regarded as a
representation that such plans, estimates or expectations will be
achieved. There is no assurance that the potential transaction will
be consummated, and there are a number of risks and uncertainties
that could cause actual results to differ materially from the
forward-looking statements made herein. These risks and
uncertainties include (a) the timing to consummate a potential
transaction between MTR and Eldorado; (b) the ability and timing to
obtain required regulatory approvals (including approval from
gaming regulators) and satisfy or waive other closing conditions;
(c) the possibility that the merger does not close when expected or
at all; or that the companies may be required to modify aspects of
the merger to achieve regulatory approval; (d) the ability of MTR
and Eldorado to promptly and effectively integrate their respective
businesses; (e) the requirement to satisfy closing conditions to
the merger as set forth in the merger agreement; (f) the outcome of
any legal proceedings that may be instituted in connection with the
transaction; (g) the ability to retain certain key employees of MTR
or Eldorado; (h) that there may be a material adverse change
affecting MTR or Eldorado, or the respective businesses of MTR or
Eldorado may suffer as a result of uncertainty surrounding the
transaction; and (i) the risk factors disclosed in MTR’s filings
with the Securities and Exchange Commission (the “SEC”), including
its Quarterly Report on Form 10-Q for the quarter ended September
30, 2013, which MTR filed on November 12, 2013, and (ii) the risk
factors disclosed in the Proxy Statement/Prospectus referenced
below under “Additional Information and Where to Find It.”
Forward-looking statements reflect MTR’s and Eldorado’s
management’s analysis as of the date of this release, even if
subsequently made available by MTR or Eldorado on their respective
websites or otherwise. MTR and Eldorado do not undertake to revise
these statements to reflect subsequent developments, except as
required under the federal securities laws. Readers are cautioned
not to place undue reliance on any of these forward-looking
statements.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is not a solicitation of a proxy from any
stockholder of MTR. In connection with the Merger Agreement, NewCo
filed with the SEC, on November 4, 2013, a Registration Statement
on Form S-4, that includes a preliminary Proxy Statement of MTR and
a preliminary Prospectus of NewCo (together with the Proxy
Statement, as amended, the “Proxy Statement/Prospectus”), as well
as other relevant documents concerning the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT MTR, ELDORADO, NEWCO AND THE PROPOSED TRANSACTION. The Form
S-4, including the Proxy Statement/Prospectus, and other relevant
materials (when they become available), and any other documents
filed by MTR, Eldorado or NewCo with the SEC, may be obtained free
of charge at the SEC’s website at www.sec.gov. In addition,
investors and security holders may obtain free copies of the
documents filed with the SEC by directing a written request to
“Investor Relations,” MTR Gaming Group, Inc., Route 2, P.O. Box
356, Chester, West Virginia 26034 in the case of MTR, or by
accessing MTR’s website at www.mtrgaming.com under the heading
“About” and then “Investor Relations” and then under “SEC
Filings.”
PARTICIPANTS IN THE SOLICITATION
MTR, Eldorado, and NewCo and their respective executive officers
and directors may be deemed to be participants in the solicitation
of proxies from the security holders of MTR in connection with the
proposed transaction. Information about MTR’s directors and
executive officers is available in MTR’s definitive proxy
statement, dated April 30, 2013, for its 2013 annual meeting of
stockholders. Other information regarding the participants and
other persons who may be deemed participants and description of
their direct and indirect interests, by security holdings or
otherwise, are contained in the Proxy Statement/Prospectus.
Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the Proxy
Statement/Prospectus regarding the combination between MTR and
Eldorado.
MTR Gaming Group, Inc.John W. Bittner, Jr.,
724-933-8122Executive Vice President and Chief Financial
Officerjbittner@mtrgaming.comwww.mtrgaming.com
Mtr Gaming (NASDAQ:MNTG)
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