Downstream Development Authority Announces Launch of $250.0 Million Offering of Senior Secured Notes Due 2022

QUAPAW, Okla.--()--Downstream Development Authority of the Quapaw Tribe of Oklahoma (O-Gah-Pah) (“Downstream”) announced today that it has launched an offering for $250.0 million of Senior Secured Notes due 2022 (the “Notes”). The offering of the Notes, which is subject to market availability as well as other conditions, will be made only to qualified institutional buyers in the United States pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), or to non-United States persons in transactions outside the United States pursuant to Regulation S of the Securities Act. The Notes will bear interest at a rate to be determined at pricing and will be senior secured obligations of Downstream.

Downstream intends to use the proceeds of this offering, after the payment of discounts and expenses, together with borrowings under a new senior secured term loan facility and cash on hand, to purchase any and all of its outstanding $285.0 million in aggregate principal amount of outstanding 10.5% Senior Secured Notes due 2019 (the “2019 Notes”) pursuant to a cash tender offer and consent solicitation and to redeem or otherwise acquire any remaining outstanding 2019 Notes.

The Notes being offered have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The offering is being conducted in accordance with the terms and subject to the conditions set forth in the Offering Memorandum. This press release is neither an offer to sell nor the solicitation of an offer to purchase the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale is unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

About Downstream

Downstream is a wholly owned, unincorporated instrumentality of the Quapaw Tribe of Oklahoma (O-Gah-Pah), a federally recognized tribe. Downstream was established in 2007 by the Tribe for the purpose of developing, constructing, operating, and managing the 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 approximately 1,355 Class III and 601 Class II slot machines, 35 table games, 14 poker tables, 33,700 square feet of meeting and event space, including an indoor 29,000 square foot events pavilion, five restaurants, a health club, and an outdoor swimming pool featuring a bar, cabanas and a hot tub.

Forward-Looking Statements

This press release contains forward-looking statements with respect to the offering of the Notes and cash tender offer and consent solicitation. Such 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: risks associated with our substantial indebtedness and debt service; our incurrence of any additional indebtedness; the local, regional, national or global economic climate; existing and new competition in our markets; our dependence on a single facility; difficulties in attracting and retaining qualified employees; changes in federal or state laws or the administration of such laws affecting tribal gaming; and, maintenance of licenses required under gaming laws and regulations and other permits and approvals required under applicable laws and regulations; and, assumptions relating to any of foregoing. Downstream does not undertake to update forward-looking statements.

Contacts

Downstream Casino Resort
Tena Smith, 918-919-6054
Executive Office Manager
918-542-6254 (f)
tsmith@downstreamcasino.com

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