Argosy Gaming completes tender for 10¾% notes

New York, March 1 - Argosy Gaming Co. (B2/BB) said that its previously announced tender offer and related consent solicitation for all its outstanding 10¾% senior subordinated notes due 2009 expired as scheduled at 11:59 p.m. ET on Feb. 27, without extension.

As of that deadline, holders had tendered a total of $329.326 million of the notes - an additional $9,000 from the $329.317 million of the notes which had been tendered by the previously announced Feb. 11 consent deadline and which had been purchased by the company on Feb. 12. The company said the tender consideration was $1,081.53 per $1,000 principal amount of 10¾% notes, plus accrued interest.

The total amount of notes tendered in the offer represents about 94% of the outstanding amount and leaves $20.674 million of the notes still outstanding. Argosy may redeem any or all of the remaining outstanding notes, at its option, at any time from June 1 onward.

As previously announced, Argosy Gaming, an Alton, Ill.-based gaming operator, said on Feb. 2 that it had begun a cash tender offer for all of its outstanding $350 million of 10¾% notes and was also soliciting noteholder consents to proposed changes in the notes' indenture that would eliminate the subsidiary guarantee provisions, substantially all restrictive covenants and certain event of default provisions.

The company set 5 p.m. ET Feb. 11 as the consent deadline and said the tender offer would expire at 11:59 p.m. ET Feb. 27, both subject to possible extension.

Argosy Gaming said it would pay total consideration of $1,081.53 per $1,000 principal amount of notes tendered by the consent deadline and accepted for purchase, including a consent payment of $35 per $1,000 principal amount. Holders tendering after the consent deadline but before the offer expiration would receive the tender offer price of $1,046.53 per $1,000 principal amount but no consent payment. All tendering holders would also receive accrued and unpaid interest on their notes.

The company said the tender offer would be conditioned upon, among other things, holders having delivered consents representing at least a majority of the outstanding principal amount of the notes by the consent deadline, excluding any notes owned by the company, the guarantors of the notes or any affiliates of the company or the guarantors.

Other conditions included holders having tendered and not withdrawn at least a majority of the notes not owned by the company, the guarantors or their affiliates, by the consent deadline; and Argosy Gaming having obtained financing to pay the consideration, costs and fees of the tender offer and consent solicitation (on Feb. 5, Argosy Gaming priced $350 million of new 7% senior subordinated notes due 2014, with the sale closing on Feb. 12).

On Feb. 11, Argosy said that holders of 94% of its outstanding 10¾% notes had tendered their securities and delivered consents by the early tender deadline of 5 p.m. ET that day, giving Argosy the consents necessary to amend the note indenture and fulfilling all previously stated conditions to the tender offer.

Morgan Stanley was the dealer manager for the tender offer (call 800 624-1808); MacKenzie Partners Inc. was the information agent (banks and brokers, call collect at 212 929-5500; all others call 800 322-2885).

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