Waterford extends 9½% '10 consent solicitation

New York, June 5 - Waterford Gaming, LLC (B1) said that it has extended the consent solicitation portion of its previously announced tender offer for its outstanding 9½% senior notes due 2010.

The deadline by which the company will continue to solicit consents from its noteholders to proposed indenture changes was extended to 5 p.m. ET on June 6, subject to possible further extension, from the previous deadline of 5 p.m. ET on May 28. Noteholders will have the right to withdraw their previous tenders and consents, if they should so choose, prior to the new consent deadline.

As of June 5, holders of $102.349 million principal amount of the notes - 100% of the outstanding amount - had executed tenders for their securities under the offer.

The tender offer will continue to the scheduled expiration deadline of midnight ET on June 11.

As previously announced, the Waterford, Conn.-based gaming operator said in its 10-Q quarterly filing with the Securities and Exchange Commission that the tender offer for its $102.349 million principal amount of notes - being run in conjunction with the company's Waterford Gaming Finance Corp. - had begun on April 15.

Waterford said that in addition to tendering for the bonds, it was seeking the consent of its noteholders to proposed indenture changes would have the effect of eliminating substantially all of the restrictive covenants and security provisions in the notes' indenture.

The company said that the tender offer and amendment of the indenture would be conditioned upon, among other things, the consummation of financing so as to provide proceeds sufficient to pay the total costs of the tender offer and consent solicitation.

On May 15, Waterford announced the extension of the consent solicitation to 5 p.m. ET on May 28 and the extension of the tender offer expiration to midnight ET on June 11, with both deadlines subject to possible further extension. It said that holders who had tendered their notes and delivered consents prior to the extension would have the right to withdraw their previous tenders and consents, if they so chose, prior to the extended expiration of the consent solicitation.

On May 21, Waterford provided additional information about the tender offer and consent solicitation.

It said that as of that date, some $22.651 million out of the $125 million of 9½% notes that were originally issued on March 17, 1999, had already been redeemed, using the company's excess cash, in a series of eight transactions which took place between Aug. 1, 1999 and Feb. 1, 2003.

Following those redemption transactions - which took place at various premiums to the notes' face amount ranging from a high of 9.5% to a low of 6.045% - the company had, and still has, $102.349 million of the notes outstanding.

It said that as of the date of the filing, the noteholders had tendered 100% of the outstanding amount of the notes under the tender offer.

Deutsche Bank Securities Inc. (212 469-8995) and Bear, Stearns & Co. Inc. are dealer managers and solicitation agents for the offer and consent solicitation, the information agent is MacKenzie Partners, Inc. (call collect 212 929-5500, banks and brokers call 800 322-2885) and the depositary is U.S. Bank NA.

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