Station Casinos buys $383.1 million 8 3/8% notes

New York, March 31 - Station Casinos Inc. said its cash tender for its $400 million outstanding principal amount of 8 3/8% senior notes due 2008 expired at midnight ET on March 30 with $383.1 million or 95.8% of the securities tendered.

The response was unchanged from the company's previous announcement on March 17 when it said it had gotten the necessary consents to proposed indenture changes from holders of the 8 3/8% notes.

The company said the previously announced consent deadline expired as scheduled at 5 p.m. ET on March 16, without extension, and that as of that time, holders of $383.101 million of the notes, or 95.8% of the outstanding principal amount, had delivered valid tenders and consents under the terms of the offer. Adoption of the proposed indenture amendments required the consent of holders of a least a majority of the outstanding principal amount of the notes.

As previously announced, Station Casinos, a Las Vegas-based gaming operator, said on March 4 that it had begun a cash tender offer for any and all of its $400 million principal amount of the 8 3/8% notes and had also begun soliciting noteholder consent to proposed indenture changes that would eliminate substantially all of the restrictive covenants.

Station Casinos set total consideration of $1,092.55 per $1,000 principal amount of notes tendered and accepted for purchase for those holders tendering their notes by the consent deadline; it said total consideration would include a $10 per $1,000 principal amount consent payment. Holders tendering their notes after the consent deadline but before the offer expires would receive consideration of $1,082.55 per $1,000 principal amount but would not receive the consent payment. All tendering noteholders would also receive accrued and unpaid interest up to, but not including, the date of payment for the notes.

The company said holders could not tender their notes without delivering consents, nor could they deliver consents without tendering their notes.

The company said the offer would be conditioned on the now-fulfilled requirement that Station Casinos receive tenders of notes representing a majority of the principal amount of the outstanding notes, and its being able to obtain senior financing on terms acceptable to the company in an amount sufficient to consummate the offer (Station Casinos was heard by high-yield syndicate sources on March 4 to have sold an upsized $450 million offering of new 6% senior notes due 2012 in a private placement).

Deutsche Bank Securities Inc. (call the High Yield Capital Markets department collect at 212 250-4270), Banc of America Securities LLC (call High Yield Special Products at 888 292-0070 or collect at 704 388-4813) and Lehman Brothers Inc. (call the Liability Management Group collect at 212 528-7581 or at 800 438-3242) were dealer managers for the offer. The information agent is D.F. King & Co. Inc. (call 800 628-8532 or collect at 212 269-5550).

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