ST. LOUIS, Jan. 13 /PRNewswire-FirstCall/ -- Isle of Capri Casinos, Inc.
(Nasdaq: ISLE) announced today the commencement of a tender offer for up to an
aggregate principal amount of $140 million of its 7% Senior Subordinated Notes
due 2014 (the "Notes"). Currently, $500 million aggregate principal amount of
the Notes is outstanding. The tender offer is being made upon the terms and
conditions set forth in the Offer to Purchase dated January 13, 2009 ("Offer
to Purchase") and the related letter of transmittal.
Under the terms of the offer, Isle is offering to purchase a portion of
the outstanding Notes for a consideration of $550 per $1,000 principal amount
of Notes ("Tender Offer Consideration"). Holders who validly tender on or
prior to 5:00 p.m. (New York City time), on January 27, 2009, unless extended
or earlier terminated (the "Early Tender Date"), and who do not validly
withdraw their Notes will receive a total consideration of $580 per $1,000
principal amount of Notes tendered ("Total Consideration"), which includes an
early tender premium of $30 per $1,000 principal amount of Notes tendered
("Early Tender Premium"). Holders who validly tender after 5:00 p.m. (New York
City time) on the Early Tender Date will receive only the Tender Offer
Consideration, but not the Early Tender Premium. In each case, Holders that
validly tender and who do not validly withdraw their Notes will receive
accrued and unpaid interest from the last interest payment date to, but not
including, the settlement date of the offer. The tender offer will expire at
12:01 a.m., New York City time, on February 11, 2009, unless extended or
earlier terminated (the "Expiration Date"). The settlement date is expected
to occur promptly following the Expiration Date, but in no event later than
February 13, 2009, the third New York City business day after the Expiration
Date.
Holders who validly tender Notes pursuant to the offer on or prior to the
Early Tender Date may withdraw such Notes at any time on or prior to the Early
Tender Date. Notes validly tendered and not withdrawn on or prior to the Early
Tender Date may not be withdrawn after the Early Tender Date, except as may be
required by law. Holders who tender after 5:00 p.m. (New York City time) on
the Early Tender Date cannot withdraw their Notes, except as may be required
by law.
If the aggregate principal amount of Notes validly tendered exceeds $140
million, Isle will accept Notes for purchase on a pro rata basis based on the
principal amount of Notes tendered. In the application of the proration
calculation for the tender offer, Isle will round the principal amount of
Notes to be accepted for payment from each Holder down to the nearest $1,000.
Isle will return to Holders any Notes not accepted for purchase due to
proration.
Isle's obligation to accept for purchase, and to pay for, Notes validly
tendered pursuant to the tender offer is conditioned upon satisfaction or
waiver of certain conditions as set forth in the Offer to Purchase. Isle, in
its sole discretion, may waive any of the conditions of the tender offer in
whole or in part, at any time or from time to time. Isle reserves the right in
its sole discretion to extend, amend or terminate the offer.
This press release is not an offer to purchase or a solicitation of an
offer to sell any securities, which is being made only pursuant to the Offer
to Purchase and the related Letter of Transmittal. Isle has retained Credit
Suisse Securities (USA) LLC to serve as Dealer Manager and D. F. King & Co.,
Inc. to serve as the Tender Agent and the Information Agent for the tender
offer. Requests for documents may be directed to D. F. King & Co., Inc. at
(800) 431-9643 or, if a Bank or Broker, by calling (212) 269-5550 collect or
in writing at 48 Wall Street, 22nd Floor, New York, New York 10005. Questions
regarding the tender offer may be directed to Credit Suisse Securities (USA)
LLC, Attn: Liability Management Desk at (800) 820-1653 or by calling (212)
325-4951 collect.
None of Isle, Credit Suisse Securities (USA) LLC, or D. F. King & Co.,
Inc., makes any recommendation that the holders should tender or refrain from
tendering all or any portion of the principal amount of their Notes pursuant
to the tender offer. Holders must make their own decision as to whether to
tender their Notes. The Offer to Purchase does not constitute an offer to
purchase any Notes in any jurisdiction in which, or to or from any person to
or from whom, it is unlawful to make such offer under applicable securities or
"blue sky" or other laws. In any jurisdiction where the laws require the
tender offer to be made by a licensed broker or dealer, the tender offer will
be deemed made on behalf of Isle by Credit Suisse Securities (USA) LLC, or one
or more registered brokers or dealers under the laws of such jurisdiction.
About Isle of Capri Casinos, Inc.
Isle of Capri Casinos, Inc., founded in 1992, is dedicated to providing
its customers with an exceptional gaming and entertainment experience at each
of its 18 casino properties. Isle owns and operates casinos in Biloxi, Lula
and Natchez, Mississippi; Lake Charles, Louisiana; Bettendorf, Davenport,
Marquette and Waterloo, Iowa; Boonville, Caruthersville, Kansas City,
Missouri; two casinos in Black Hawk, Colorado; and a casino and harness track
in Pompano Beach, Florida. Isle's international gaming interests include a
casino that it operates in Freeport, Grand Bahama, a casino in Coventry,
England, and a two-thirds ownership interest in casinos in Dudley and
Wolverhampton, England.
Forward-Looking Statements
This press release may contain forward-looking statements which are
subject to change. These forward-looking statements may be significantly
impacted, either positively or negatively by various factors, including
without limitation, licensing and other regulatory conditions, the economy,
financing sources, development and construction activities, costs and delays,
weather, permits, competition and business conditions in the gaming industry.
The forward-looking statements are subject to numerous risks and uncertainties
that could cause actual results to differ materially from those expressed in
or implied by the statements herein.
Additional information concerning potential factors that could affect
Isle's financial condition and results of operations is included in Isle's
filings with the Securities and Exchange Commission, including, but not
limited to, the Isle's Annual Report on Form 10-K for the year ended April 27,
2008 and its Quarterly Report on form 10-Q for the quarter ended October 26,
2008. This and other information is available through the Securities and
Exchange Commission at http://www.sec.gov, or through Isle's website,
http://www.islecorp.com.
CONTACTS:
Isle of Capri Casinos, Inc.,
Dale Black, Chief Financial Officer-314.813.9327
Jill Haynes, Senior Director of Corporate Communication-314.813.9368
http://www.islecorp.com
