Buffalo Thunder issues $112.18 million 11% notes due 2022 in exchange for 9 3/8% notes

By Susanna Moon

Chicago, Dec. 10 – Buffalo Thunder Development Authority said it wrapped the private exchange offer for its 9 3/8% senior secured notes due 2014, with the tally unchanged since Dec. 3.

The authority issued $112,177,124 principal amount of 11% senior secured notes due 2022 and $49,857,294 principal amount of residual claim certificates in exchange for tendered notes, according to a press release.

After settlement, there will be $4.55 million principal amount of notes left outstanding.

The offer ended at 10 a.m. ET on Dec. 8, extended from 10 a.m. ET on Dec. 3 and, before that, from 5 p.m. ET on Nov. 19 and midnight ET on Nov. 14. The offer began Oct. 20.

As previously announced, investors had tendered $240.45 million, or 98.14%, of the notes by Dec. 3. That 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 company extended the offer several times in order to satisfy DTC eligibility requirements and other closing conditions.

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

The amendments 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 previously said it does not expect to have enough liquidity to repay the notes which are due 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 previous press release noted.

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

Buffalo Thunder also solicited consents to amend the notes indenture, the documents relating to the collateral securing the notes and the forms of the new notes indenture 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 offered $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.

Global Bondholder Services Inc. was 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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