PRESS RELEASE
FOR IMMEDIATE RELEASE: Landry's, Inc. Announces Extension of the Expiration Date of Tender Offer and Consent Solicitation for its Senior Notes due 2015
HOUSTON, April 19, 2012 /PRNewswire/ -- Landry's, Inc.
("Landry's") announced today that it has
extended the expiration date of its previously announced
tender offer and consent solicitation for its
$655,500,000 aggregate principal amount of Senior Secured
Notes due 2015 (CUSIP Nos. 51508L AK9 and 51509B AA2) (the
"Notes") outstanding. The tender offer, which was
to have expired at 12:00 midnight, New York City time, on
April 20, 2012, will now be extended to 12:00 midnight, New
York City time, on April
23, 2012, unless the tender offer is terminated or further
extended (the "Expiration Date").
As of 5:00 p.m., New York City time, on April 18, tenders and
consents had been received with respect to
$644,237,000 principal amount of the Notes, representing
approximately 98.3% of the Notes outstanding. Withdrawal and
revocation rights have terminated with respect to tendered
Notes and consents pursuant to the terms of the Offer to
Purchase and Consent Solicitation Statement dated March 26,
2012 (the "Offer to Purchase").
Except for the extension of the Expiration Date as described
above, all other terms and conditions of the tender offer and
consent solicitation remain unchanged. Holders that have
previously tendered their Notes do not need to re-tender
their Notes or take any other action in response to this
extension.
As previously announced, pursuant to the terms of the Offer
to Purchase, Landry's, the guarantors, the trustee and
the collateral agent have executed a supplemental indenture
(the "Supplemental Indenture") to amend the indenture
governing the Notes to release all of the collateral that
secures the Notes and eliminate substantially all of the
restrictive covenants as well as certain events of default.
The amendments contained in the Supplemental Indenture will
not become operative until the purchase of validly tendered
Notes pursuant to the terms of the Offer to Purchase.
Holders who validly tendered (and did not subsequently
withdraw) their Notes prior to 5:00 p.m., New York City time,
on April 6, 2012 (the "Consent Date") will be eligible to
receive the "Total Consideration" of $1,120 per $1,000
principal amount of such Notes, which includes a consent
payment of $30 per $1,000 principal amount of such Notes.
Holders who have not tendered their Notes may still do so
until the Expiration Date. However, holders who validly
tender their Notes after the Consent Date but on or prior to
the Expiration Date, and whose Notes are accepted for
purchase, will only be eligible to receive the "Tender
Offer Consideration," which is the Total Consideration
less the consent payment. In each case, holders whose Notes
are accepted for purchase will receive accrued and unpaid
interest from the most recent interest payment date up to the
settlement date.
Landry's obligation to accept for purchase and pay for any
Notes tendered pursuant to the tender offer remains subject
to, and conditioned upon, among other things, receipt of
funds from certain refinancing transactions in an amount
sufficient to purchase the tendered Notes as well as repay
certain of Landry's and its affiliates' outstanding
indebtedness (the "Refinancing Condition"), and certain other
general conditions, each of which are described in more
detail in the Offer to Purchase. As the Refinancing
Condition has not yet been satisfied, no Notes will be
accepted for purchase by Landry's and no consent payments
will be made by Landry's at this time.
Jefferies & Company, Inc. ("Jefferies") is acting
as the dealer manager and solicitation agent and Deutsche
Bank Trust Company Americas ("Deutsche Bank") is
acting as the information agent and tender agent for the
tender offer and consent solicitation. Requests for documents
may be directed to Deutsche Bank at (800) 735-7777
(toll-free). Questions regarding the tender offer or consent
solicitation may be directed to Jefferies at (888) 708-5831
(toll-free) or (203) 708-5831 (collect).
This announcement is not an offer to purchase, a solicitation
of an offer to sell, or a solicitation of consents with
respect to the Notes or any new securities. The tender offer
and consent solicitation are being made solely by means of
the Offer to Purchase. The tender offer and consent
solicitation are not being made in any jurisdiction in which
the making or acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such
jurisdiction. None of Landry's, the dealer manager and
solicitation agent, the information agent and tender agent,
the trustee and collateral agent under the indenture
governing the Notes or their respective affiliates is making
any recommendation as to whether or not holders should tender
all or any portion of their Notes in the tender offer or
deliver their consent to the proposed amendments.
CONTACT: Rick H. Liem, Executive Vice President & CFO,
+1-713-850-1010
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