River Rock begins exchange offer for 9¾% notes, solicits waiver

By Angela McDaniels

Tacoma, Wash., Nov. 21 - River Rock Entertainment Authority began an exchange offer and consent solicitation for its $200 million of 9¾% senior notes due Nov. 1, 2011, according to a news release from the authority.

The authority is offering new 9% senior notes due 2018, new 7½% tax-exempt series B senior notes due 2018 or a combination thereof, provided that the authority will not issue more than $100 million of series B notes.

The authority is also soliciting consents from the holders to some proposed amendments to the indenture and related collateral documents governing the existing notes that would eliminate substantially all of the protective covenants and some events of default and a waiver of some existing defaults or events of default under the indenture.

Holders may not tender their notes without delivering consents and vice versa.

The exchange offer and consent solicitation will expire at midnight ET on Dec. 19. The deadline to deliver a consent and be eligible to receive the consent premium is midnight ET on Dec. 5.

The consummation of the offer is conditioned on, among other things, the receipt of tenders for at least two-thirds of the outstanding principal amount of notes prior to the date on which the proposed amendments become effective.

The amount of new notes being offered in exchange for each $1,000 principal amount of existing notes tendered and the consent premium were not disclosed.

Forbearance received

As previously reported, the authority entered into a forbearance and restructuring support agreement with holders representing more than 60% of the outstanding notes.

The noteholders agreed to not exercise their rights related to the authority's failure to pay amounts due under the notes indenture during the restructuring.

The new notes are being offered under an exemption from the registration requirements of the Securities Act of 1933.

The information and exchange agent is D.F. King & Co., Inc. (212 269-5550 or 800 714-3313).

Geyserville, Calif.-based River Rock Entertainment operates the River Rock Casino. It is a tribal governmental instrumentality of the Dry Creek Rancheria Band of Pomo Indians.

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