San Pasqual Casino Development Group Launches Consent Solicitation for 8% Senior...

Wed Jun 18, 2008 9:20pm EDT

[-] Text [+]

San Pasqual Casino Development Group Launches Consent Solicitation for 8% Senior Notes Due 2013

VALLEY CENTER, Calif.--(Business Wire)--
San Pasqual Casino Development Group, Inc. (the "Company"), a
wholly-owned, tribally chartered corporation formed under the laws of
the San Pasqual Band of Mission Indians (the "Band"), today announced
that it has commenced a consent solicitation with respect to
amendments to the indenture governing its outstanding 8% Senior Notes
due 2013 (the "Notes") issued on September 29, 2005 (the "Consent
Solicitation"). The Consent Solicitation will expire at 5:00 p.m., New
York City time, on June 27, 2008, unless earlier terminated or
extended (such time and date, as they may be extended, the "Consent
Date").

The Band has entered into an agreement with Sealaska Properties,
LLC ("Sealaska"), to terminate the Band's remaining future obligations
to Sealaska, including the Band's obligation to pay Sealaska a
percentage of the gaming revenues of the Band's casino, in exchange
for a termination payment. For the twelve months ended March 31, 2008,
payments to Sealaska were approximately $4.2 million. The Company is
seeking consents to an amendment to the indenture relating to the
Notes (the "Indenture") in order to eliminate the effect of the
termination payment on certain covenants in the Indenture. In
addition, the Company is seeking consents to an amendment to the
Indenture to permit a distribution to the Band. Upon receipt of the
requisite consents (which may occur prior to the Consent Date), the
Issuer intends to effect the execution of a Supplemental Indenture
(the "Supplemental Indenture") containing the amendments.

Unless the Consent Solicitation is terminated by the Company for
any reason before the Supplemental Indenture is executed, on the terms
and subject to the conditions of the Consent Solicitation, the
amendments will become operative upon the execution of the
Supplemental Indenture and the Company will pay, promptly following
the Consent Date, to each holder of Notes as of the record date who
has validly delivered (and has not validly revoked) a valid consent on
or prior to the Consent Date, $5 for each $1,000 in principal amount
of the Notes.

The complete terms and conditions of the Consent Solicitation are
set forth in the Consent Solicitation Statement that is being sent to
holders of the Notes. Holders are urged to read the Consent
Solicitation documents carefully. Copies of the Consent Solicitation
Statement and related Consent Letter may be obtained from Global
Bondholder Services Corporation at (212) 430-3774 and (866) 389-1500
(toll-free).

Merrill Lynch & Co. is the Solicitation Agent for the Consent
Solicitation. Questions regarding the Consent Solicitation may be
directed to Merrill Lynch & Co. at (888) 654-8637 (toll-free) and
(212) 449-4914.

About the Company

San Pasqual Casino Development Group, Inc. is a tribally-chartered
corporation formed under the laws of the San Pasqual Band of Mission
Indians. The Development Group was chartered by the general council of
the Band to oversee and direct the development, financing,
construction, operation, maintenance and management of the Valley View
Casino and any of the Band's future gaming operations.

This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995.
These statements are subject to known and unknown risks, uncertainties
and other factors that could cause actual events or results to differ
materially from those currently anticipated. The forward-looking
information is based on various factors and was derived using numerous
assumptions. In some cases, you can identify these "forward-looking
statements" by our use of words such as "anticipate," "expect,"
"propose," "plan," "intend," "designed," "estimate," "adjust" or the
negative of those words and other comparable words. You should be
aware that those statements reflect only our current views with
respect to such matters. Actual events or results may differ
substantially. The Company undertakes no obligation to publicly update
or revise any forward-looking statements in connection with new or
future events or otherwise.

San Pasqual Casino Development Group, Inc.
Sarah Iantosca, 760-291-5601