Business Services Industry

Penn National Gaming Announces Receipt of Requisite Consents in Previously Announced Consent Solicitations for Argosy Gaming Company's Senior Subordinated Notes and Extension of Expiration Date for Related Tender Offers

Business Wire, August 4, 2005

WYOMISSING, Pa. -- Penn National Gaming, Inc. (PENN: Nasdaq) ("Penn") announced today that as of 5:00 p.m., New York City time, on August 3, 2005 (the "Consent Date"), the previously announced consent solicitations by Penn's wholly owned subsidiary Thoroughbred Acquisition Corp. ("TAC") for any and all of the $200 million aggregate outstanding principal amount of the 9% senior subordinated notes due 2011 (CUSIP No. 040228-AJ-7) of Argosy Gaming Company ("Argosy" and, such notes, the "9% Argosy notes") and any and all of the $350 million aggregate outstanding principal amount of Argosy's 7% senior subordinated notes due 2014 (CUSIP No. 040228-AL-2) (the "7% Argosy notes") expired and that, as of the Consent Date, TAC had received the requisite consents from holders of the 9% Argosy notes and the 7% Argosy Notes to the proposed amendments and waivers to the indentures under which the respective notes were issued, as set forth in the Offers to Purchase and Consent Solicitation Statements, each dated July 21, 2005 (each, an "Offer to Purchase").

As of the Consent Date, approximately $199.2 million aggregate principal amount of the 9% Argosy notes and approximately $328.9 million aggregate principal amount of the 7% Argosy notes had been validly tendered and not withdrawn. Argosy and the trustee under the indentures have entered into the supplemental indentures to effect the proposed amendments and waivers to the indentures. The proposed amendments and waivers will become operative, as of the date of execution of the supplemental indentures, upon TAC's acceptance of the consents for payment in accordance with the Offers to Purchase. If the proposed amendments and waivers become operative with respect to an issue of notes, then all notes of that issue will be subject to the proposed amendments and waivers.

Penn also announced that TAC has extended the expiration date of each of the tender offers under the Offers to Purchase to 12:00 midnight, New York City time, on August 23, 2005, unless extended or earlier terminated by TAC with respect to that issue of notes. The price determination date has been extended to 2:00 p.m., New York City time, on August 9, 2005, unless further extended. The Consent Date remains unchanged and was 5:00 p.m., New York City time, on August 3, 2005. In accordance with the terms of the Offers to Purchase, after the Consent Date, tendered notes may no longer be withdrawn and consents may no longer be revoked except in certain limited circumstances, and holders who tender notes after the Consent Date will not be eligible to receive the consent payment.

The tender offers and the consent solicitations are being conducted in connection with Penn's pending acquisition of Argosy. The closing of the acquisition of Argosy remains subject to certain conditions, including the receipt of gaming approvals in Illinois and Louisiana. Based on currently available information regarding these regulatory approvals, Penn expects the acquisition of Argosy to close in August 2005.

The obligations to accept for payment and to pay for notes and consents in each tender offer and consent solicitation are subject to customary conditions, including, among other things, the consummation of Penn's acquisition of Argosy, or TAC being satisfied in its sole discretion that such consummation will occur substantially concurrently with the expiration date of the tender offers, and TAC having received the proceeds of the financing on terms satisfactory to Penn, or being satisfied in its sole discretion that such financing and such proceeds will be received substantially concurrently with the expiration date of the tender offers.

Deutsche Bank Securities Inc. is serving as the Dealer Manager and Solicitation Agent, and Mackenzie Partners, Inc. is serving as the Information Agent, in connection with the tender offers and consent solicitations. Requests for documents should be directed to MacKenzie Partners, Inc., toll-free at (800) 322-2885. Questions regarding the tender offers and consent solicitations should be directed to Deutsche Bank Securities Inc., toll-free at (800) 553-2826.

None of Penn, TAC, Argosy, the Dealer Manager and Solicitation Agent or the Information Agent, nor any of their respective subsidiaries or affiliates, makes any recommendation in connection with the tender offers and the consent solicitations. Holders must make their own decisions as to whether to deliver consents and to tender notes, and, if so, the principal amount of notes to tender.

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The tender offers and consent solicitations are being made solely by the Offers to Purchase and Consent Solicitation Statements, each dated July 21, 2005. Other than the extension of the expiration date and the price determination date as described above, all other terms and conditions set forth in the Offers to Purchase remain unchanged.


 

BNET TalkbackShare your ideas and expertise on this topic

Please add your comment:

  1. You are currently: a Guest |
  2.  

Basic HTML tags that work in comments are: bold (<b></b>), italic (<i></i>), underline (<u></u>), and hyperlink (<a href></a)

advertisement
advertisement
  • Click Here
  • Click Here
  • Click Here
advertisement

Content provided in partnership with Thompson Gale