HomePublicationsNewsletter ArchiveVolume 19Issue 8Athens Acquisition Files Minority Rights Term Sheet

Below, please find a March 19, 2013 press release issued by Greektown Superholding’s Inc. announcing that it has entered into a binding term sheet agreement with Athens Acquisition LLC.  The release also contains updates regarding various financing matters.

Company Enters into Binding Term Sheet with Athens

Late yesterday [March 18, 2013] the company and Athens executed a binding term sheet regarding Athens’ provision of minority protections to the non-Athens stockholders of the company.  The term sheet provides that Athens will grant all non-Athens stockholders of the company a put right to sell their shares to Athens at $90 per share on an unconverted basis until the later to occur of December 31, 2013 or six months after Athens has acquired control of the company.  In addition, the term sheet provides for independent director representation on the board.  The independent director will have veto rights over the company’s entry into certain related-party transactions and changes to the company’s organizational documents which disproportionately and adversely affect the non-Athens stockholders of the company.  Athens has agreed to cause the company to continue as an SEC registrant unless and until Athens effects a short-form merger, except with the prior approval of the independent director.  The company expects to enter into definitive documentation with Athens regarding these matters in the coming weeks.  While the parties have entered into a binding term sheet and the company is optimistic that a final deal will be reached, there can be no assurance that any final agreement will be reached.

Financing Matters

As previously announced on December 19, 2012, the company priced $455.0 million of credit facilities (the “Refinancing”), intended to replace its outstanding 13.0% senior secured notes due July 1, 2015 and its revolving credit facility. On March 17, 2013 the lender pricing commitments under the Refinancing expired, and therefore the Refinancing will not close as contemplated in the company’s December 2012 announcement.

Separately, the company executed the previously announced amendment to its existing revolving credit facility with Comerica Bank (the “Credit Facility”). This amendment extends the term of the Credit Facility by one year, to December 30, 2014, among other modifications, and provides the company additional time and flexibility to explore all possibilities in regard to its debt structure.

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A copy of the filing is available through the SEC’s EDGAR database at the following link: http://www.sec.gov/Archives/edgar/data/1569010/000119312513116067/0001193125-13-116067-index.htm

 

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