Downstream Development Authority Announces Payment of Initial Consent Fee in Connection with its Completed Consent Solicitation with respect to its 10.500% Senior Secured Notes Due 2023

20/09/2019 11:49

QUAPAW, Okla., Sept. 20, 2019 /PRNewswire/ -- Downstream Development Authority of the Quapaw Tribe of Oklahoma (O-Gah-Pah) ("Downstream") today announced that it has made payment of the initial consent fee in connection with its completed solicitation of consents (the "Consent Solicitation") from holders of its outstanding 10.500% Senior Secured Notes due 2023 (the "Notes") to approve certain amendments to the indenture relating to the Notes (the "Indenture").

Pursuant to the terms and conditions of the Consent Solicitation Statement, as amended and restated, dated as of September 13, 2019, Downstream has paid to each holder of Notes who delivered (and not validly revoked) a consent on or prior to 5:00 p.m., New York City time on September 18, 2019 (the "Expiration Time") a fee of $12.50 per $1,000 principal amount of the Notes held by such holder (the "Consent Fee"). Downstream will pay an additional fee of $12.50 per $1,000 principal amount of the Notes held by each such consenting holder prior to December 31, 2019 (the "Additional Consent Fee," and, together with the Consent Fee, the "Consent Fees").

Downstream believes the payments of the Consent Fees and/or the adoption of the amendments resulted in a "significant modification" of the Notes, and therefore a deemed exchange of the Notes for new notes with modified terms, for U.S. federal income tax purposes for consenting holders. In addition, it is possible that the adoption of the amendments resulted in such significant modification, and therefore a deemed exchange, of the Notes for non-consenting holders. Such deemed exchange may be a taxable event for U.S. federal income tax purposes and result in taxable gain for affected holders. Holders of the Notes should consult their tax advisors regarding the U.S. federal, state, local and non-U.S. tax consequences to them of the payments of the Consent Fees and/or the adoption of the amendments, including the tax consequences to them if there was a deemed exchange of the Notes for U.S. federal income tax and other applicable tax purposes.

This press release is not a solicitation of consents with respect to the Notes and does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

About Downstream

Downstream is a wholly-owned, unincorporated instrumentality of the Quapaw Nation, a federally recognized tribe. Downstream owns and operates Downstream Casino Resort, which is a full-service destination casino resort located in northeast Oklahoma at the three-corner border of Oklahoma, Missouri and Kansas at Interstate 44, Missouri Exit 1, near Joplin, Missouri. The casino resort features a two tower hotel with 374 guestrooms and suites, approximately 70,000 square feet of gaming space with 1,983 slot machines, 32 table games and 14 poker tables, 38,000 square feet of meeting and event space, including an indoor 29,000 square-foot events pavilion, five restaurants, a health club and a heated outdoor swimming pool featuring a bar, cabanas and a hot tub.

Forward-Looking Statements

This press release contains forward-looking statements. These statements are based on management's current expectations, estimates and projections. Forward-looking statements are subject to risks and uncertainties that may cause actual results in the future to differ materially from the results projected or implied in any forward-looking statements contained in this press release. Such risks and uncertainties include but are not limited to: changes in federal or state laws or the administration of such laws affecting Downstream's gaming operation; maintenance of licenses required under gaming laws and regulations and other permits and approvals required under applicable laws and regulations; risks associated with Downstream's substantial indebtedness and debt service; Downstream's incurrence of any additional indebtedness; existing and new competition in our markets; Downstream's dependence on one casino resort; the local, regional, national or global economic climate; risks associated with reduction in discretionary consumer spending; difficulties in attracting and retaining qualified employees; and assumptions relating to any of the foregoing. Downstream does not undertake to update forward-looking statements.

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