Buffalo Thunder again extends exchange offer for 9 3/8% notes due 2014

By Susanna Moon

Chicago, Nov. 20 – Buffalo Thunder Development Authority said it again extended the private exchange offer for its 9 3/8% senior secured notes due 2014.

The offer will now end at 10 a.m. ET on Dec. 3, extended from 5 p.m. ET on Nov. 19 and, before that, midnight ET on Nov. 14. The offer began Oct. 20.

Investors had tendered $240.45 million, or 98.14%, of the notes as of the most recent deadline, compared with tenders for $240.13 million principal amount, or 98.01%, of the outstanding notes as of 5 p.m. ET on Nov. 14.

The consents obtained to date are enough to approve the proposed amendments to the notes indenture, as previously noted.

The amendments would eliminate most of the restrictive covenants and other related provisions including certain events of default of the notes indenture or make the covenants less restrictive.

The authority said it does not expect to have enough liquidity to repay the notes which are due on Dec. 15, 2014 and that remain outstanding upon completion of the exchange offer and consent solicitation.

In addition, the liquidity of the market for any existing notes that remain outstanding after completion of the exchange offer and consent solicitation may decline as a result of the offer, the press release noted.

As previously announced, the authority is offering new 11% senior secured notes due 2022 and residual claim certificates.

Buffalo Thunder is also soliciting consents to amend the indenture governing the existing notes, the documents relating to the collateral securing the existing notes and the forms of the new indenture that will govern the new notes as well as the claim certificates and documents relating to the security for the new notes.

For each $1,000 principal amount of 9 3/8% notes, the authority is offering $466.53 of new notes and $207.35 of claim certificates. Fractional notes and claim certificates will be paid in cash and amounts less than $1.00 will be disregarded.

Holders may not tender without delivering consents or vice versa. No separate payment will be made for consents.

Tenders may not be withdrawn or consents revoked.

The authority said it reserves the right, upon the approval of holders of a majority of the existing notes and arrangements satisfactory to the trustee for the existing notes, to waive the minimum tender condition. The conditions relating to the supplemental indenture and the advisory opinion cannot be waived.

The offer is open only to holders of existing notes who are accredited investors or not U.S. persons.

Global Bondholder Services Inc. is the exchange agent and information agent (866 470-3700 or 212 430-3774).

Buffalo Thunder is a Santa Fe, N.M.-based issuer and a political subdivision and unincorporated instrumentality of the Pueblo of Pojoaque, a federally recognized Indian tribe.

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