Downstream Development holders tender 100% of 12% notes, 15½% notes

By Angela McDaniels

Tacoma, Wash., July 1 - The Downstream Development Authority of the Quapaw Tribe of Oklahoma said it received tenders for 100% of its $197 million of 12% senior notes due 2015 and $59.1 million of 15½% senior subordinated notes due 2016.

A tender offer for the notes began June 3 and ended at 11:59 p.m. ET on June 30.

The authority closed its $295 million issue of 10½% senior secured notes due 2019 on July 1, satisfying the tender offer's financing condition.

The authority also solicited consents from noteholders for proposed amendments to the indentures that will eliminate substantially all of the restrictive covenants, some affirmative covenants, some events of default and substantially all of the restrictions. Holders could not tender without delivering consent and vice versa.

For each $1,000 principal amount, the authority will pay $1,120.00 for the 12% notes and $1,107.50 for the 15½% notes plus accrued interest. These payments include a consent payment of $30.00 for those who tendered by 5 p.m. ET on June 16.

The dealer managers for the tender offer were Jefferies & Co., Inc. (203 708-5831 or 888 708-5831) and Bank of America Merrill Lynch (980 387-4536 or 888 292-0070). The information agent was BOKF, NA (doing business as Bank of Oklahoma) (918 588-6616 or 918 588-6893).

The issuer is a Quapaw, Okla.-based gaming concern that will develop and operate a casino-resort at the three-corners border area of Oklahoma, Missouri and Kansas.

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