River Rock Entertainment Authority Enters into Support Agreements with Holders of its Outstanding Indenture Indebtedness and Commitment to Fund the Related Settlements
PR Newswire
GEYSERVILLE, Calif., March 30, 2018
GEYSERVILLE, Calif., March 30, 2018 /PRNewswire/ — River Rock Entertainment Authority (“River Rock“), a governmental instrumentality of the Dry Creek Rancheria Band of Pomo Indians (the “Tribe”) and the operator of the River Rock Casino in Sonoma County, today announced that it has signed support agreements with: (1) certain institutional holders representing a majority of the outstanding principal amount (the “Ad Hoc Holder Group”) of its 9% Series A Senior Notes due 2018 and 8% Series B Tax-Exempt Senior Notes due 2018 (the “Senior Notes”), and UMB Bank, N.A., as successor indenture trustee and successor collateral agent under the Indenture, dated as of December 21, 2011, as amended, pursuant to which River Rock issued the Senior Notes; (2) the sole holder of its 6.5% Subordinated Notes due 2019 (the “Subordinated Notes”) and Wilmington Savings Fund, FSB, as successor trustee under the Indenture dated December 21, 2011 pursuant to which River Rock issued the Subordinated Notes; and (3) U.S. Bank National Association as trustee under the Indenture dated November 7, 2003, as amended, pursuant to which River Rock issued its 9¾% Senior Notes due 2011 (the “2003 Notes”) (collectively, the “Support Agreements”). The Senior Notes, the Subordinated Notes and the 2003 Notes are referred to herein collectively as the “Notes.”
The Support Agreements provide that all of the signatories support River Rock as it works toward settlements of the Notes described in the Support Agreements. River Rock will request that each of the trustees for the Senior Notes and the 2003 Notes file a trust instruction proceeding in state court in the State of Minnesota pursuant to which the trustees would request court approval to implement the respective settlements, including pro rata distributions of the cash to the holders of the Senior Notes and the 2003 Notes and the discharge the related indentures. The sole holder of the Subordinated Notes and the related indenture trustee have agreed to a settlement that would close at the same time as the settlements for the Senior Notes and the 2003 Notes and would result in a cash payment to such holder and the discharge of the subject indenture.
River Rock will hold two (2) conference calls open to all holders of the Notes to discuss the terms of the settlements at which River Rock, Stuyvesant Square Advisors, acting as financial advisor to River Rock, legal counsel for River Rock, the Senior Notes Trustee, legal counsel and the financial advisor to the Senior Notes Trustee will discuss the matters described in this press release. The calls will be held at 1 p.m. Eastern time on April 4, 2018 and, for those holders that are unable to join the April 4th call, we will hold another call at 2 p.m. Eastern time on April 13, 2018. The dial-in number for each call is 877-813-4713.
River Rock has posted an Information Statement that discusses the settlements on its Investor Relations website (https://www.riverrockcasino.com/investors/login.php). River Rock will also post copies of the Support Agreements and the definitive settlement proposals on its Investor Relations website.
RIVER ROCK WILL NOT CONDUCT A TENDER OFFER FOR ITS NOTES.
River Rock has also entered into a commitment letter with Benefit Street Partners LLC (“BSP”) that provides for a term loan to be made by BSP or one or more of its affiliates simultaneously with the consummation of the settlements. The closing of the term loan is subject to a number of conditions and, in the event they are not satisfied, it is unlikely that the settlements will be consummated. The closing of the settlement transactions is subject to many factors and uncertainties and any estimate for the timing thereof is subject to variables that are outside the control of River Rock. However, based upon input from its advisors, River Rock believes that it is possible to complete the settlements by July 31, 2018.
The negotiations of the terms and conditions of the settlements will continue and definitive agreements, if any, may result in materially different terms.
About River Rock Entertainment Authority
River Rock Entertainment Authority is the operator of the River Rock Casino in Sonoma County, California, and is a tribal governmental instrumentality of the Dry Creek Rancheria Band of Pomo Indians, a federally recognized self-governing Indian tribe.
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