Inn of the Mountain Gods holders exchange 99.16% of 12% notes in offer

By Angela McDaniels

Tacoma, Wash., Feb. 7 - Inn of the Mountain Gods Resort and Casino said $198,319,000 principal amount, or 99.16%, of its outstanding 12% senior notes due 2010 was tendered in its private exchange offer.

The offer began Nov. 29 and expired at midnight ET on Feb. 4. The deadline was extended from Jan. 21 and, prior to that, Jan. 7.

For each $1,000 principal amount of existing notes, holders will receive $300 principal amount of new 8¾% senior notes due 2020 (the "first-out notes"), $675 principal amount of new senior pay-in-kind notes due 2020 (the "second-out notes") and a pro rata amount of $21 million in cash.

The settlement date is expected to be Feb. 8.

The new notes will be guaranteed by the company's existing and future restricted subsidiaries. They will be secured by (1) a first-priority security interest perfected under the laws of the Apache Tribe of the Mescalero Reservation in (a) the company's and the guarantors' revenues prior to their deposit into a deposit account and (b) any assets distributed by the company or any guarantor to the tribe or any of its affiliates if that distribution was not permitted by the terms of the indenture governing the new notes and (2) a first-priority security interest perfected under applicable law in (a) the deposit accounts owned by the company and the guarantors and (b) all of the company's and the guarantors' personal property, in each case, other than excluded assets.

When the offer began, the company said it was subject to the receipt of tenders for at least 99.5% of the outstanding principal amount of the existing notes and the company's receipt of written documentation from the National Indian Gaming Commission providing that the indenture governing the new notes and the primary collateral documents are not management contracts required to be approved by the chairperson of the commission.

The exchange offer was only made to qualified institutional buyers as defined in Rule 144A under the Securities Act, institutional accredited investors as defined under Regulation D, non-institutional accredited investors as defined under Regulation D and persons other than "U.S. Persons" as defined under Regulation S.

i-Deal LLC (212 849-5000 or 888 593-9546) was the exchange agent and information agent.

Inn of the Mountain Gods is a Mescalero, N.M.-based resort and casino owned by the Mescalero Apache tribe.

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