Seminole Hard Rock begins tender offer, consent bid for floaters

By Angela McDaniels

Tacoma, Wash., April 30 - Seminole Hard Rock Entertainment, Inc. and Seminole Hard Rock International, LLC began a tender offer for any and all of their outstanding senior secured floating-rate notes due 2014, according to a news release.

The companies are also soliciting consents to some proposed amendments to the indenture governing the notes that would eliminate most of the restrictive covenants and some event-of-default provisions. Consents are needed from the holders of a least a majority of the outstanding notes.

Holders who tender their notes will be deemed to have delivered their consents, and holders may not tender their notes without delivering consents or deliver consents without tendering their notes.

The companies are offering $1,001.25 for each $1,000 principal amount of notes. This includes a $30.00 consent payment for each note tendered by 5 p.m. on May 13, the consent time.

Holders will also receive accrued interest up to but excluding the settlement date.

The tender offer will end at 11:59 p.m. ET on May 28.

The companies currently expect the settlement date for notes tendered before the consent time to be May 14.

The tender offer is conditioned on, among other things, the receipt of at least $590 million of financing. It is not conditioned on the receipt of any minimum amount of notes, nor is it conditioned on the successful completion of the consent solicitation.

The dealer manager and solicitation agent is BofA Merrill Lynch (888 292-0070 or 980 388-3646). The depositary and information agent is Global Bondholder Services Inc. (866 794-2200 or, for banks and brokers, 212 430-3774).

Based in Orlando, Fla., Seminole Hard Rock owns, operates and franchises Hard Rock cafes, casinos and hotels.

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