MTR Gaming Group, Inc. (NasdaqGS:MNTG) (the “Company”)
announced today that it is soliciting consents (the "Consent
Solicitation") from the registered holders as of 5:00 p.m., New
York City time on December 5, 2013, of its 11.50% Senior
Secured Second Lien Notes due 2019 (CUSIP No. 553796 AL4) (the
"Notes"), of which $570,664,114 in aggregate principal amount is
outstanding, to amend the Indenture governing the Notes to permit
the formation of a new holding company as a result of the
transactions contemplated by the Agreement and Plan of Merger,
dated as of September 9, 2013, as amended (together, the
“Merger Agreement”), by and among the Company, Eclair Holdings
Company, a direct wholly owned subsidiary of the Company (“NewCo”),
Ridgeline Acquisition Corp., a direct wholly owned subsidiary of
NewCo, Eclair Acquisition Company, LLC, a direct wholly owned
subsidiary of NewCo, Eldorado HoldCo LLC (“Eldorado”), and Thomas
Reeg, Robert Jones, and Gary Carano as the representatives of the
members of Eldorado, without requiring the Company to effect a
change of control offer under the Indenture and the Notes.
In the event that certain conditions are satisfied, including
the receipt of the requisite consents and the Company and Eldorado
closing the transactions contemplated by the Merger Agreement, the
Company will effect the proposed amendments by entering into a
supplemental indenture to the indenture governing the Notes.
The Consent Solicitation will expire at 5:00 p.m., New York City
time, on January 8, 2014, unless extended by the Company in
its sole discretion (the "Expiration Date"). Consents may be
revoked at any time prior to the Expiration Date. The Company will
not pay any consent fee to a registered holder of the Notes in
connection with the Consent Solicitation. The Consent Solicitation
is being made pursuant to a Consent Solicitation Statement dated
December 5, 2013, which sets forth a more comprehensive
description of the terms of the Consent Solicitation. This press
release is not a solicitation of consents to the Proposed
Amendments.
Copies of the Consent Solicitation Statement and the consent
form may be obtained by holders of the Notes from the Information
and Tabulation Agent for the Consent Solicitation, MacKenzie
Partners, Inc., at (800) 322-2885 (toll-free), (212)
929-5550 (collect) or by email: scoope@mackenziepartners.com.
Macquarie Capital (USA) Inc. is the Solicitation Agent
for the Consent Solicitation. Questions may be directed to
Macquarie Capital (USA) Inc. at (310) 557-4347
(collect).
About MTR Gaming Group, Inc.
MTR Gaming Group, Inc. is a hospitality and gaming company
that through subsidiaries owns and operates Mountaineer Casino,
Racetrack & Resort in Chester, West Virginia; Presque Isle
Downs & Casino in Erie, Pennsylvania; and Scioto Downs in
Columbus, Ohio. For more information, please visit
www.mtrgaming.com. All references to "MTR," "MTR Gaming," or the
"Company" used in this release refer to MTR Gaming Group, Inc.
or its affiliates.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are based on current
expectations of management of MTR and Eldorado and are subject to
uncertainty and changes in circumstances. These forward-looking
statements include, among others, statements regarding the expected
benefits of a potential combination of MTR and Eldorado, including
the expected effect of the merger on MTR’s and Eldorado’s financial
results and profile (e.g., free cash flow, earnings per share and
Adjusted EBITDA); the anticipated benefits of geographic diversity
that would result from the merger and the expected results of MTR’s
and Eldorado’s gaming properties; expectations about future
business plans, prospective performance and opportunities; required
regulatory approvals and the expected timing of the completion of
the transaction. These forward-looking statements may be identified
by the use of words such as “expect,” “anticipate,” “believe,”
“estimate,” “potential,” “should”, “will” or similar words intended
to identify information that is not historical in nature. The
inclusion of such statements should not be regarded as a
representation that such plans, estimates or expectations will be
achieved. There is no assurance that the potential transaction will
be consummated, and there are a number of risks and uncertainties
that could cause actual results to differ materially from the
forward-looking statements made herein. These risks and
uncertainties include (a) the timing to consummate a potential
transaction between MTR and Eldorado; (b) the ability and
timing to obtain required regulatory approvals (including approval
from gaming regulators) and satisfy or waive other closing
conditions; (c) the possibility that the merger does not close
when expected or at all; or that the companies may be required to
modify aspects of the merger to achieve regulatory approval;
(d) the ability of MTR and Eldorado to promptly and
effectively integrate their respective businesses; (e) the
requirement to satisfy closing conditions to the merger as set
forth in the merger agreement, including the termination or
expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976; (f) the outcome of any
legal proceedings that may be instituted in connection with the
transaction; (g) the ability to retain certain key employees
of MTR or Eldorado; (h) that there may be a material adverse
change affecting MTR or Eldorado, or the respective businesses of
MTR or Eldorado may suffer as a result of uncertainty surrounding
the transaction; and (i) the risk factors disclosed in MTR’s
filings with the Securities and Exchange Commission (the “SEC”),
including its Quarterly Report on Form 10-Q for the quarter
ended September 30, 2013, which MTR filed on November 12,
2013, and (ii) the risk factors disclosed in the Proxy
Statement/Prospectus referenced below under “Additional Information
and Where to Find It.” Forward-looking statements reflect MTR’s and
Eldorado’s management’s analysis as of the date of this release,
even if subsequently made available by MTR or Eldorado on their
respective websites or otherwise. MTR and Eldorado do not undertake
to revise these statements to reflect subsequent developments,
except as required under the federal securities laws. Readers are
cautioned not to place undue reliance on any of these
forward-looking statements.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is not a solicitation of a proxy from any
stockholder of MTR. In connection with the agreement and plan of
merger among MTR, Eldorado and certain of its affiliates (the
“Merger Agreement”), Eclair Holdings Company (“NewCo”) filed with
the SEC, on November 4, 2013, a Registration Statement on
Form S-4, that includes a preliminary Proxy Statement of MTR
and a preliminary Prospectus of NewCo (together with the Proxy
Statement, as amended, the “Proxy Statement/Prospectus”), as well
as other relevant documents concerning the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT MTR, ELDORADO, NEWCO AND THE PROPOSED TRANSACTION. The
Form S-4, including the Proxy Statement/Prospectus, and other
relevant materials (when they become available), and any other
documents filed by MTR, Eldorado or NewCo with the SEC, may be
obtained free of charge at the SEC’s website at www.sec.gov. In
addition, investors and security holders may obtain free copies of
the documents filed with the SEC by directing a written request to
“Investor Relations,” MTR Gaming Group, Inc., Route 2,
P.O. Box 356, Chester, West Virginia 26034 in the case of MTR,
or by accessing MTR’s website at www.mtrgaming.com under the
heading “About” and then “Investor Relations” and then under “SEC
Filings.”
PARTICIPANTS IN THE SOLICITATION
MTR, Eldorado, and NewCo and their respective executive officers
and directors may be deemed to be participants in the solicitation
of proxies from the security holders of MTR in connection with the
proposed transaction. Information about MTR’s directors and
executive officers is available in MTR’s definitive proxy
statement, dated April 30, 2013, for its 2013 annual meeting
of stockholders. Other information regarding the participants and
other persons who may be deemed participants and description of
their direct and indirect interests, by security holdings or
otherwise, are contained in the Proxy Statement/Prospectus.
Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the Proxy
Statement/Prospectus regarding the combination between MTR and
Eldorado.
MTR Gaming Group, Inc.John W. Bittner, Jr.,
724-933-8122Executive Vice President and Chief Financial
Officerjbittner@mtrgaming.comwww.mtrgaming.com
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