August 26, 2003, Gary, Ind. – The Majestic Star Casino, LLC announced today that it commenced an offer to purchase for cash all of its $130,000,000 outstanding principal amount of its 10?% Senior Secured Notes due 2006, and solicitation of consents to certain proposed amendments to the indenture related to such Notes and the release of liens on the collateral securing such Notes.
The total consideration to be paid for each validly tendered Note will be equal to $1,054.38 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the date of payment. The total consideration includes a consent payment of $5.00 per $1,000 principal amount of Notes, payable only to holders who tender their Notes and validly deliver their consents prior to the consent date. Holders who tender their Notes after the consent date will receive the total consideration less the consent payment of $5.00, or $1,049.38 per $1,000 principal amount of the Notes.
In conjunction with the offer to purchase, consents are being solicited to effect certain proposed amendments to the indenture governing the Notes and to release the liens on the collateral securing the Notes. Among other things, these amendments would eliminate substantially all of the Indenture’s restrictive covenants and would amend certain other provisions contained in the Indenture. Adoption of the proposed amendments and the release of liens requires the consent of the holders of at least a majority in aggregate principal amount of the Notes outstanding. Holders who tender their Notes will be required to consent to the proposed amendments and the release of liens, and holders may not deliver consents to the proposed amendments and the release of liens without tendering their Notes in the offer.
The offer is conditioned upon, among other things, the receipt of consents necessary to adopt the proposed amendments and the release of liens and the completion by Majestic Star of certain related financing transactions.
The consent solicitation will expire at 5:00 p.m., New York City time, on Wednesday, September 10, 2003, unless terminated or extended. The offer will expire 5:00 p.m., New York City time, on Wednesday, September 24, 2003, unless terminated or extended. Notes validly tendered prior to the consent date may not be withdrawn and consents may not be revoked after the consent date. Notes tendered after the consent date may be withdrawn at any time before the expiration date of the tender offer.
MacKenzie Partners, Inc. is acting as the information agent for the offer and the consent solicitation. The depositary for the offer is The Bank of New York. The offer and consent solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement dated August 26, 2003, and a related Letter of Transmittal and Consent, which more fully set forth the terms and conditions of the offer and consent solicitation.
Questions regarding the offer and consent solicitation, as well as requests for copies of the Offer to Purchase and Consent Solicitation Statement and related documents, may be directed to MacKenzie Partners, Inc. at (800) 322-2885.
This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to the Notes. The offer and consent solicitation are made solely by means of the Offer to Purchase and Consent Solicitation Statement.
About The Majestic Star Casino, LLC
The Majestic Star Casino, LLC is a multi-jurisdictional gaming company that directly owns and operates one dockside gaming facility located in Gary, Indiana and, pursuant to a 2001 acquisition through its unrestricted subsidiary, Majestic Investor Holdings, LLC, owns and operates three Fitzgeralds brand casinos located in Tunica, Mississippi, Black Hawk, Colorado and downtown Las Vegas, Nevada. For more information about us, please visit our web sites at www.majesticstar.com or www.fitzgeralds.com.
The Majestic Star Casino, LLC and Majestic Investor Holdings, LLC make available free of charge their annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission. You may obtain a copy of such filings at www.sec.gov or from our applicable websites.
Forward-Looking Statements
This press release includes statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor provisions of those sections and the Private Securities Litigation Reform Act of 1995. Words such as “believes”, “anticipates”, “estimates”, “plans”, “intends”, “expects”, “will” or “could” used in our press releases and reports filed with the Securities and Exchange Commission are intended to identify forward-looking statements. All forward-looking statements involve risks and uncertainties. Although we believe our expectations are based upon reasonable assumptions within the bounds of our current knowledge of our business and operations, there can be no assurances that actual results will not materially differ from expected results. We caution that these and similar statements included in this press release and in previously filed periodic reports are further qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements. Such factors include, without limitation: the availability and adequacy of our cash flow to meet our requirements; our substantial indebtedness, debt service requirements and liquidity constraints; changes or developments in laws, regulations or taxes in the gaming industry, including increases in or new taxes imposed on gaming revenues and gaming devices, or admission taxes; economic, demographic, business and other conditions in our local and regional markets; increased competition in existing markets or the opening of new gaming jurisdictions; competition in the gaming industry, including the availability and success of alternative gaming venues and other entertainment attractions; actions taken or omitted to be taken by third parties, including our manager as well as legislative, regulatory, judicial and other governmental authorities; a decline in the public acceptance of gaming; changes in personnel or compensation, including federal minimum wage requirements, or loss and/or retirement of key employees; finding of unsuitability by regulatory authorities with respect to us or our officers or key employees; our failure to obtain, delays in obtaining or the loss of any licenses, permits or approvals, including gaming and liquor licenses, or the limitation, conditioning, suspension or revocation of any such licenses, permits or approvals, or our failure to obtain an unconditional renewal of any such licenses, permits or approvals on a timely basis; the loss of any of our casino facilities due to casualty, weather, mechanical failure or any extended or extraordinary maintenance or inspection that may be required; other adverse conditions, such as adverse economic conditions, changes in general customer confidence or spending, increased transportation costs, travel concerns or weather-related factors, that may adversely affect the economy in general and/or the casino industry in particular; significant increases in fuel or transportation prices; changes in our business strategy, capital improvements or development plans; the ability to fund capital improvements and development needs from existing operations and from new financing; the risk of our joint venture partner not making its lease payments when due in connection with the parking facility at the property in Gary, Indiana or to fund the joint venture; adverse results of significant litigation matters; and factors relating to the current state of world affairs and any further acts of terrorism or any other destabilizing events in the United States or elsewhere.
For more information on these and other factors, see our most recently filed Form 10-K. We caution readers not to place undue reliance on forward-looking statements, which speak only as of the date hereof. All subsequent written and oral forward-looking statements attributable to us are expressly qualified in their entirety by the cautionary statements and factors that may affect future results contained throughout this press release. We undertake no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date hereof.
