Downstream Development Authority Receives the Requisite Consents Pursuant to its Tender Offer and Consent Solicitation for its Outstanding 10.5% Senior Secured Notes Due 2019

QUAPAW, Okla., Feb. 1, 2018 /PRNewswire/ -- Downstream Development Authority of the Quapaw Tribe of Oklahoma (O-Gah-Pah) ("Downstream") today announced that it has received the requisite tenders and consents from holders of its outstanding 10.5% Senior Secured Notes due 2019 (the "Notes") to amend the indenture governing the Notes (the "Indenture").  On January 18, 2018, the Authority commenced a cash tender offer and consent solicitation relating to the Notes pursuant to an Offer to Purchase and Consent Solicitation Statement (the "Offer to Purchase") and a related Letter of Transmittal and Consent, each dated January 18, 2018, which more fully set forth the terms and conditions of the tender offer and consent solicitation.  The consent solicitation expired at 5:00 p.m., New York City time, on Wednesday, January 31, 2018.  Tenders may no longer be withdrawn and consents may no longer be revoked.  Holders who tender after 5:00 p.m., New York City time, on Wednesday, January 31, 2018, will not be entitled to the consent payment.  As of the expiration of the consent solicitation, holders of approximately $241.4 million of Notes, representing approximately 91.1% of the outstanding principal amount of the Notes, had tendered their Notes and consented to the proposed amendments to the Indenture.  The tender offer expires at 11:59 p.m., New York City time, on February 14, 2018.

The Authority and BOKF, NA, the trustee under the Indenture, have entered into a supplemental indenture that amends the Indenture. The supplemental indenture became effective upon execution by the Authority and BOKF, NA on February 1, 2018. The amendments became operative when the Notes that had been validly tendered on or prior to the expiration of the consent solicitation were accepted for payment and paid for by the Authority pursuant to the terms of the tender offer on February 1, 2018. The amendments, among other things, eliminate substantially all of the restrictive covenants, eliminate certain affirmative covenants, eliminate certain events of default, and release all of the collateral securing the obligations of the Authority and the guarantor under the indenture and Notes. The amendments to the Indenture are binding upon the holders of Notes not tendered in the tender offer.

Following the payment of the consideration for the Notes that had been validly tendered on or prior to the expiration of the consent solicitation, the Authority notified the trustee for the Notes of its intent to redeem the Notes that remain outstanding on March 3, 2018 (the "Redemption Date"), and requested on February 1, 2018, that the trustee deliver to the holders of any outstanding Notes an irrevocable notice that the Authority will redeem on the Redemption Date all of the Notes that remain outstanding following the expiration of the tender offer pursuant to the terms of the Indenture. This press release does not constitute a notice of redemption under the Indenture, and the redemption of any Notes that remain outstanding following the expiration of the tender offer will be made only pursuant to the terms of the applicable notice of redemption delivered pursuant to the terms of the Indenture.

Credit Suisse Securities (USA) LLC is acting as the Dealer Manager and Solicitation Agent for the tender offer and consent solicitation.  Questions regarding the tender offer and consent solicitation may be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 (U.S. toll free) or (212) 538-2147 (collect). Holders of Notes who would like additional copies of the Offer to Purchase and the Letter of Transmittal and Consent from D.F. King & Co., Inc., the Information Agent for the tender offer and consent solicitation, by telephone at (212) 269-5550 (banks and brokers) or toll free at (866) 356-7813 (all others) or by email at [email protected].  

This press release is for information purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of a consent with respect to any of the Notes.  The tender offer and consent solicitation are being made solely pursuant to the tender offer and consent solicitation documents, including the Offer to Purchase and the related Letter of Transmittal and Consents that Downstream is distributing to holders of the Notes.  The tender offer and consent solicitation are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Neither Downstream, the Dealer Manager and Solicitation Agent nor the Information Agent and Tender Agent, nor any other person makes any recommendation as to whether holders of Notes should tender their Notes, and no one has been authorized to make such a recommendation.

About Downstream

Downstream is a wholly owned, unincorporated instrumentality of the Quapaw Tribe of Oklahoma (O-Gah-Pah), a federally recognized tribe.  Downstream was established in 2007 by the Tribe for the purpose of developing, constructing, operating, and managing the Downstream Casino Resort, which is a full- service destination casino resort located in northeast Oklahoma at the three-corner border of Oklahoma, Missouri and Kansas at Interstate 44, Missouri Exit 1, near Joplin, Missouri.  The casino resort features a two tower hotel with 374 guestrooms and suites, approximately 70,000 square feet of gaming space with approximately 1,382 Class III and 608 Class II slot machines, 35 table games, 14 poker tables, 33,700 square feet of meeting and event space, including an indoor 29,000 square-foot events pavilion, five restaurants, a health club, and a heated outdoor swimming pool featuring a bar, cabanas and a hot tub. 

Forward-Looking Statements

This press release contains forward-looking statements, including, without limitation, with respect to the timing and principal amount of debt securities to be purchased in the cash tender offer. These statements are based on management's current expectations, estimates and projections. By their nature, forward-looking statements are subject to risks and uncertainties that may cause actual results in the future to differ materially from the results projected or implied in any forward-looking statements contained in this press release. Such risks and uncertainties include but are not limited to: risks associated with our substantial indebtedness and debt service; our incurrence of any additional indebtedness; the local, regional, national or global economic climate; existing and new competition in our markets; our dependence on a single facility; difficulties in attracting and retaining qualified employees; changes in federal or state laws or the administration of such laws affecting tribal gaming; and, maintenance of licenses required under gaming laws and regulations and other permits and approvals required under applicable laws and regulations; and, assumptions relating to any of foregoing. Downstream does not undertake to update forward-looking statements.

SOURCE Downstream Development Authority of the Quapaw Tribe of Oklahoma