MTR Gaming Group, Inc. (NasdaqGS: MNTG) (the “Company”) today announced that it has commenced cash tender offers and consent solicitations for any and all of outstanding (i) 9% Senior Subordinated Notes due 2012 (the “2012 Notes”) issued by the Company (the “2012 Notes Tender Offer”) and (ii) 12.625% Senior Secured Notes due 2014 (the “2014 Notes,” and together with the 2012 Notes, the “Notes”) issued by the Company (the “2014 Notes Tender Offer” and together with the 2014 Notes Tender Offer, the “Tender Offers”). As of the date of this press release, there is $125,000,000 in aggregate principal amount of the 2012 Notes outstanding and $260,000,000 in aggregate principal amount of the 2014 Notes outstanding.
The Tender Offers are scheduled to expire at 11:59 p.m., New York City time, on August 3, 2011, unless extended or earlier terminated by the Company (the “Expiration Date”). Tendered Notes may be withdrawn at any time on or prior to 5:00 p.m., New York City time, on July 26, 2011, unless extended or earlier terminated by the Company (the “Consent Date”). Other than as required by applicable law, tendered Notes may not be withdrawn after the Consent Date. Holders tendering their Notes will be required to consent to certain proposed amendments to the indentures governing the 2012 Notes or 2014 Notes, as applicable.
Holders who validly tender (and do not validly withdraw) their 2012 Notes on or prior to the Consent Date will receive total consideration of $1,002.50 per $1,000 principal amount of 2012 Notes, which includes a cash consent payment of $30.00 per $1,000 principal amount of 2012 Notes tendered (the “2012 Notes Consent Payment”). Holders who validly tender their 2012 Notes after the Consent Date but prior to the Expiration Date will not be eligible to receive the 2012 Notes Consent Payment, but will receive tender consideration of $972.50 per $1,000 principal amount of 2012 Notes tendered. Holders who validly tender (and do not validly withdraw) their 2012 Notes also will be paid accrued and unpaid interest up to, but not including, the date of payment for the 2012 Notes (if such 2012 Notes are accepted for purchase).