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withdrawn on or prior to the Early Tender Date and accepted for purchase by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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