Station Casinos terminates 8 7/8% notes tender offer

New York, Oct 3 - Station Casinos, Inc. (B1/BB) said that it had terminated its previously announced tender offer for its outstanding 8 7/8% senior subordinated notes due 2008 and the related consent solicitation. The company offered no explanation for the action.

It said that all notes which had previously been tendered in the offer would be promptly returned to their holders and that the proposed amendments to the indenture governing the notes will not be put into effect.

As previously announced, Station Casinos, a Las Vegas-based gaming operator, said on Sept. 11 that it had begun a cash tender offer for any and all of its $199.9 million aggregate principal amount of outstanding 8 7/8% notes, and was also soliciting related consents from its noteholders to proposed indenture changes aimed at eliminating substantially all of the restrictive covenants.

Station Casinos set 5 p.m. ET on Sept. 17 as the now-expired consent deadline, and set the tender expiration for midnight ET on Oct. 8.

It said that holders tendering their notes would be required to consent to the proposed indenture amendments, and also could not deliver consents without tendering their notes.

Holders validly tendering notes by the consent deadline accepted for purchase would have received the total consideration of $1,045 per $1,000 principal amount, while those tendering after the consent deadline would have received $1,015 per $1,000 principal amount. All holders validly tendering would also have been paid accrued and unpaid interest up to, but not including, the appropriate date of payment.

Holders validly tendering their notes by the consent deadline would have received payment on the initial settlement date (which the company initially said would be around Sept. 29 but which was subsequently pushed off to around Oct. 3), while holders tendering after the consent deadline would have been paid after the expiration.

The offer was subject to the satisfaction of certain requirements, including the company's receipt of tenders of notes representing a majority of the principal amount of the notes outstanding, and the receipt by the company of sufficient consents from the holders of its 8 3/8% senior notes due 2008 to an indenture modification which would permit certain refinancings of subordinated indebtedness.

The company would also have had to achieve senior subordinated financing on acceptable terms in an amount sufficient to consummate the tender offer.

On Sept. 18, Station Casinos said that said that it had received valid tenders and consents to proposed indenture changes from the holders of $173.067 million principal amount of the 8 7/8% notes (approximately 86.5% of the outstanding amount) as of 5 p.m. ET on Sept. 17, the consent deadline. It said that constituted the requisite amount of consents to the indenture changes as called for by the terms of the tender offer.

The company also said that it received requisite consents from holders of its 8 3/8% notes to a modification to the related indenture to permit certain refinancings of subordinated indebtedness.

Banc of America Securities LLC (call the High Yield Special Products department at 888 292-0070 or collect at 704 388-4813) and Deutsche Bank Securities, Inc. were the dealer managers and solicitation agents. D.F. King & Co., Inc. was the information agent (800 628-8532 or collect at 212 269-5550).

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