Affinity Gaming extends consent solicitation for 9% notes to Thursday

By Angela McDaniels

Tacoma, Wash., July 18 – Affinity Gaming and Affinity Gaming Finance Corp. extended the consent solicitation for their $200 million of outstanding 9% senior notes due 2018 to 5 p.m. ET on July 24 from 5 p.m. ET on July 21, according to an 8-K filing with the Securities and Exchange Commission.

As previously reported, the companies are soliciting consents to amend the definition of change of control in the indenture governing their notes. The consent solicitation began July 15.

The company needs consents from holders of a majority in principal amount of the outstanding notes in order to adopt the proposed changes.

If the company receives the necessary consents by the expiration date and executes a supplemental indenture, holders who delivered their consents will receive a cash payment of $1.25 per $1,000 principal amount of notes.

Holders of record as of 5 p.m. ET on July 11 are eligible to participate.

Proposed amendment

The proposed amendment provides that neither (a) the company’s and certain of its stockholders’ entry into a settlement agreement with Z Capital Partners, LLC and its affiliates nor (b) the formation of a “group” among all or some of the parties to the settlement agreement in connection with the settlement agreement or any other agreement currently in existence will constitute a change of control under the notes’ indenture.

Currently, the settlement agreement, if completed, may constitute a change of control because the stockholders party to the agreement may be deemed a “group” under the current definition of change of control.

Absent a waiver, the issuers may be required to make a change-of-control offer for the notes at a price in cash equal to 101% of par plus accrued interest.

If the consent solicitation is unsuccessful and the issuers must make a change-of-control offer, Affinity intends to condition that offer on the effectiveness of the settlement agreement and to condition the effectiveness of the settlement agreement on no more than a specified amount of notes (expected to be no greater than $15 million) being tendered in the change-of-control offer.

Credit Suisse Securities (USA) LLC (212 538-1862 or 800 820-1653) is the solicitation agent, and D.F. King & Co., Inc. (212 269-5550 for banks and brokers or 800 290-6427 for others, affinity@dfking.com) is the information and tabulation agent.

The gaming company is based in Las Vegas.

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