Isle of Capri commences Tender Offer and Consent Solicitation

2012-07-26

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(US).- Isle of Capri Casinos announced that it has commenced a cash tender offer for any and all of its outstanding 7% Senior Subordinated Notes due 2014. The Tender Offer is being conducted upon the terms and conditions set forth in an Offer to Purchase and Consent Solicitation Statement dated July 24, 2012 and the related letter of transmittal.

In conjunction with the Tender Offer, the company is soliciting consents from holders of the 2014 Notes to eliminate most of the restrictive covenants and events of default in the related indenture.

The Tender Offer and Consent Solicitation will expire next August 21, unless extended or earlier terminated by the company, which reserves the right to terminate, withdraw or amend the Tender Offer and Consent Solicitation at any time, subject to applicable law.

Holders who validly tender 2014 Notes on or prior August 6, will be eligible to receive us$ 1,003 per us$ 1,000 principal amount of 2014 Notes tendered, which includes a consent payment of us$ 20 and the tender offer consideration of us$ 983, on the initial settlement date, which will occur promptly following the Consent Expiration Time and is expected to be August 7, 2012.

Holders who validly tender 2014 Notes after the Consent Expiration Time and prior to the Expiration Time, will be eligible to receive the Tender Offer Consideration, but not the Consent Payment, on the final settlement date, which will occur promptly following the Expiration Time and is expected to be August 22, 2012.

Tenders of 2014 Notes may be withdrawn at any time on or prior August 6, but not thereafter, except as may be required by law.

The company's obligation to accept for purchase, and to pay for, 2014 Notes validly tendered and not validly withdrawn is subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the Company having funds sufficient to pay the Total Consideration with respect to all outstanding 2014 Notes.

The company intends to finance the purchase of the 2014 Notes in the Tender Offer and Consent Solicitation using the proceeds from one or more debt financing transactions, including the proposed issuance of us$ 350 million aggregate principal amount of senior subordinated notes, also announced today. If any 2014 Notes remain outstanding after the consummation of the Tender Offer and Consent Solicitation, the Company expects to redeem such 2014 Notes in accordance with the terms and conditions set forth in the related indenture.

The company has retained Credit Suisse Securities (USA) to serve as dealer manager and solicitation agent, and D. F. King & Co. to serve as tender agent and information agent, for the Tender Offer and Consent Solicitation.