MTR Gaming Group, Inc. (NasdaqGS: MNTG) (the “Company”) today announced that, on August 1, 2011, it successfully completed its previously announced offering of $565.0 million in aggregate principal amount of 11.50% Senior Secured Second Lien Notes due 2019 (the “Notes”). The Notes were issued at 97% of their aggregate principal amount. The Company also announced the completion and settlement of its previously announced Tender Offers and Consent Solicitations (as defined below).
As previously announced, on July 7, 2011, the Company commenced cash tender offers and consent solicitations for any and all outstanding (i) 9% Senior Subordinated Notes due 2012 (the “2012 Notes”) issued by the Company (the “2012 Notes Tender Offer and Consent Solicitation”) and (ii) 12.625% Senior Secured Notes due 2014 (the “2014 Notes,” and together with the 2012 Notes, the “Existing Notes”) issued by the Company (the “2014 Notes Tender Offer and Consent Solicitation” and together with the 2014 Notes Tender Offer and Consent Solicitation, the “Tender Offers and Consent Solicitations”). The Company announced today that holders of a majority of the 2012 Notes and greater than 66 2/3% of the 2014 Notes have tendered such Existing Notes and submitted consents to the proposed amendments to the indentures governing such Existing Notes and that the supplemental indentures eliminating substantially all of the restrictive covenants contained in such indentures and releasing the collateral securing the Company’s obligations under the 2014 Notes were executed. The Existing Notes that remain outstanding following the consummation of the Tender Offers and Consent Solicitations will be redeemed on August 31, 2011.
The net proceeds from the sale of the Notes, together with cash on hand, (i) were used to (a) purchase the Company’s Existing Notes that were tendered in connection with the Tender Offers and Consent Solicitations and pay accrued and unpaid interest thereon, (b) pay the consent fees associated with the Tender Offers and Consent Solicitations, (c) fund the redemption of the Existing Notes that remained outstanding following the consummation of the Tender Offers and Consent Solicitations and pay accrued and unpaid interest thereon, and (d) pay fees and expenses in connection with the offering of the Notes and the Tender Offers and Consent Solicitations, and (ii) will be used to establish a video lottery gaming facility at Scioto Downs.