Cirsa Gaming subsidiary cancels exchange offers for 7 7/8%, 8¾% notes

By Angela McDaniels

Tacoma, Wash., Jan. 28 - Cirsa Gaming Corp. subsidiary Cirsa Funding Luxembourg SA withdrew and terminated the private exchange offers for its €230 million of 7 7/8% senior notes due 2012 and €270 million of 8¾% senior notes due 2014, according to a company news release.

The offers were conditioned on the receipt of tenders for at least a majority of the outstanding principal amount of each series of notes. As of Jan. 26, this condition had not been met.

The exchange offers began Jan. 8 and were scheduled to expire at midnight ET on Feb. 9 after being extended from 11 a.m. ET on Feb. 8.

Originally, holders who tendered by the withdrawal deadline, 9 a.m. ET on Jan. 22, would have received €1,000 principal amount of new senior secured notes due 2020 for each €1,000 principal amount of notes exchanged.

The company later amended the offer so that holders who tendered by 11 a.m. ET on Jan. 26 would have received €1,000 principal amount of the new notes plus a cash consent payment of €20 per note, and the coupon on the new notes was increased to 9½% from 9¼%.

The withdrawal deadline was not changed.

Holders who tendered after 11 a.m. ET on Jan. 26 but before the offer expiration were slated to receive €970 principal amount of the new notes for each €1,000 principal amount of notes exchanged.

In addition, the company increased the minimum ratio of consolidated EBITDA to fixed charges that it must satisfy before certain types of debt may be incurred under the limitation-on-debt covenant applicable to the new notes to 2.50 to 1 from 2.25 to 1.

The company was also soliciting consents to amend the indentures governing the notes. Holders were required to provide consents if they wanted to exchange their notes.

The new notes were to be guaranteed on a senior basis by Cirsa and some of its subsidiaries. They were going to be secured by a pledge of six-sevenths of the shares of Cirsa International Gaming Corp. SA and Cirsa Slot Corp. SL and a security assignment of the funding loan relating to the new notes from Cirsa Funding Luxembourg to Cirsa.

The company said the purpose of the exchange offers was to extend its debt maturities.

The exchange offers were being made only in the United States to noteholders who are "qualified institutional buyers" under an exemption from the registration requirements of the Securities Act of 1933 and outside the United States to persons other than "U.S. persons" who are "non-U.S. qualified offerees."

Lucid Issuer Services Ltd. (+44 20 7704 0880 or cirsa@lucid-is.com) was the exchange, tabulation and information agent.

Cirsa is a gaming company based in Terrassa, Spain.

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