American Casino & Entertainment Properties LLC and ACEP Finance Corp. Announce Debt Tender Offer

American Casino & Entertainment Properties LLC and ACEP Finance Corp. Announce                               Debt Tender Offer  PR Newswire  LAS VEGAS, May 31, 2012  LAS VEGAS, May 31, 2012 /PRNewswire/ --American Casino & Entertainment Properties LLC ("ACEP"), and ACEP Finance Corp. (together with ACEP, the "Company"), announced today that they commenced a cash tender offer to purchase any and all of their outstanding 11% Senior Secured Notes due 2014 (the "Notes"). The full terms and conditions of the tender offer are set forth in an Offer to Purchase and a related Letter of Transmittal, each dated today. The table below sets forth information with respect to the tender offer.  CUSIP/ISIN   Principal    Title of Maturity Tender Offer     Early      Total Numbers      Amount       Security Date     Consideration(1) Tender     Consideration(1)(2)              Outstanding                                     Premium(1)                           11% 02504U AB6/  $337,500,000 Senior   June 15, $1,030           $30        $1,060 US02504UAB61              Secured  2014                           Notes  (1) Per $1,000 principal amount of Notes. In addition, Accrued Interest (as defined herein), if any, on such $1,000 principal amount of Notes will be paid.  (2) Inclusive of the Early Tender Premium.  The tender offer is scheduled to expire at 11:59 p.m., New York City time, on June 27, 2012, unless extended or earlier terminated by the Company (the "Expiration Date"). Holders who validly tender their Notes before 5:00 p.m., New York City time, on June 13, 2012 (the "Early Tender Date") will receive the total consideration, which includes an early tender premium. Holders who validly tender their Notes after the Early Tender Date, but before the Expiration Date, will receive the tender offer consideration but not the early tender premium. To the extent the tender offer is not consummated, no payment will be made in respect of any Notes tendered in connection with the tender offer.  Under the terms of the tender offer for the Notes, the total consideration payable per $1,000 principal amount of Notes validly tendered and not validly withdrawn on or prior to the Early Tender Date and accepted for purchase by the Company is equal to $1,060.00, including the early tender premium. Holders who tender their Notes after the Early Tender Date will receive the tender offer consideration, which is the total consideration minus the early tender premium of $30.00 per $1,000 principal amount of Notes. Notes tendered may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on June 13, 2012 (the "Withdrawal Date"). Notes tendered after the Withdrawal Date and before the Expiration Date may not be withdrawn. Holders of validly tendered and accepted Notes will receive accrued and unpaid interest from the last interest payment date through the date the Notes are purchased.  The tender offer is subject to the satisfaction of certain conditions, including the consummation of one or more financings on terms acceptable to the Company in its sole discretion. The Company cannot assure holders of the Notes that the conditions will be satisfied, and the Company may in its sole discretion waive or modify any conditions to, or terminate or extend, the tender offer.  If not all Notes are validly tendered pursuant to the tender offer for the Notes, the Company may exercise its right to satisfy and discharge the indenture governing the Notes (the "Indenture") as promptly as practicable after the Early Tender Date in accordance with the terms of the Indenture.  ACEP has retained Goldman, Sachs & Co., Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC to serve as dealer managers for the tender offer. Global Bondholder Services Corporation has been retained to serve as the depositary and information agent for the tender offer.  For additional information regarding the terms of the tender offer, please contact: Goldman, Sachs & Co. at (800) 828-3182 (toll free) or (212) 357-0345 (collect), Deutsche Bank Securities Inc. at (855) 287-1922 (toll free) or (212) 250-7527 (collect) or Wells Fargo Securities, LLC at (866) 309-6316 (toll free) or (704) 715-8341 (collect). Requests for documents and questions regarding the tender of Notes may be directed to Global Bondholder Services Corporation at (866) 873-6300 (toll free) or (212) 430-3774 (collect).  The Offer to Purchase and the related Letter of Transmittal are expected to be distributed to holders of Notes beginning today. Copies of the Offer to Purchase and the Letter of Transmittal related to the tender offer may also be obtained at no charge from Global Bondholder Services Corporation.  This press release is for information purposes only and does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The tender offer is being made solely pursuant to the Offer to Purchase and the related Letter of Transmittal. None of the Company, the information agent and depositary nor the dealer managers make any recommendation as to whether holders of the Notes should tender or refrain from tendering the Notes. Holders must make their own decisions as to whether to tender Notes, and, if so, the principal amount of Notes to tender.  Cautionary Statement on Forward-Looking Statements  This news release may contain "forward-looking statements" as defined in the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date of this news release and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. Readers are strongly encouraged to read the full cautionary statements contained in the Company's filings with the SEC. The Company disclaims any obligation to update or revise any forward-looking statements.  About ACEP  ACEP owns and operates four gaming and entertainment properties in Clark County, Nevada. The four properties are the Stratosphere Casino Hotel & Tower, which is located on the Las Vegas Strip and caters to visitors to Las Vegas, two off-Strip casinos, Arizona Charlie's Decatur and Arizona Charlie's Boulder, which cater primarily to residents of Las Vegas and the surrounding communities, and the Aquarius Casino Resort in Laughlin, Nevada, which caters to visitors to and residents of Laughlin.  SOURCE American Casino & Entertainment Properties LLC  
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