River Rock obtains tenders for 98.2% of 9¾% notes in exchange offer

By Jennifer Chiou

New York, Dec. 21 - River Rock Entertainment Authority announced the receipt of tenders for $196,393,000, or 98.2%, of its $200 million of 9¾% senior notes due Nov. 1, 2011 in the exchange offer that ended at midnight ET on Dec. 19.

As a result, the authority issued a total of $189,924,000 of new notes and made cash payments totaling $18,626,625.07 to tendering holders.

Specifically, River Rock issued $96,622,000 of new 9% senior notes due 2018 and $93,302,000 of new 8% tax-exempt series B senior notes due 2018. As announced at the start of the offer, the authority was not to issue more than $100 million of series B notes.

According to an 8-K filing with the Securities and Exchange Commission, River Rock paid $6,342,374.93 as principal paydown and $126,625.07 in lieu of odd lots to holders who tendered $50,000 or more principal amount of existing notes.

In addition, the authority paid a total of $12,157,625.07 to holders who delivered consents to proposed amendments to the indenture governing the existing notes and related waiver.

Further, it also sold to Bank of America Merrill Lynch $27.6 million of 6½% senior subordinated notes due 2019, the proceeds of which were used to repay an equal amount of notes that were held by Merrill.

Supplemental indenture

The supplemental indenture to the indenture governing the notes became operative on the payment date, Dec. 21.

River Rock said on Dec. 5 that it had received tenders and consents for $184.07 million, or 92.03%, of the notes.

The authority received consents from the required 66 2/3% minimum of holders for proposed amendments to the notes that eliminate substantially all of the protective covenants and some events of default and a waiver of some existing defaults or events of default under the indenture.

The deadline to deliver consents and be eligible to receive the consent premium was previously extended to midnight ET on Dec. 7 from midnight ET on Dec. 5. The offer began on Nov. 21.

Holders could not tender their notes without delivering consents and vice versa.

River Rock also previously increased the interest rate offered on the new series B notes to 8% from 7½%.

As previously reported, the authority entered into a forbearance and restructuring support agreement with holders representing more than 60% of the outstanding notes.

The noteholders agreed to not exercise their rights related to the authority's failure to pay amounts due under the notes indenture during the restructuring.

The new notes were offered under an exemption from the registration requirements of the Securities Act of 1933.

The information and exchange agent was D.F. King & Co., Inc. (212 269-5550 or 800 714-3313).

Geyserville, Calif.-based River Rock Entertainment operates the River Rock Casino. It is a tribal governmental instrumentality of the Dry Creek Rancheria Band of Pomo Indians.

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