155 East Tropicana Modifies Acquisiton Letter
MARCH 15, 2007. 155 East Tropicana, LLC (the "Company") today announced that the Company and its owners, EW Common, LLC and Florida Hooters, LLC (the "Owners"), revised the letter of intent to be acquired by an investment group led by NTH Advisory Group, LLC (the "Buyer"). Under the terms of the letter, the Buyer has offered to purchase all of the outstanding membership interests for a purchase price of $95 million in cash, the payment of certain accrued royalties, and 5% of certain future ownership distributions. The Buyer will also be responsible for any repurchases, and related costs, of the Company's $130 million in principal amount of 8 3/4 % Senior Secured Notes due 2012 as a result of the proposed change of control of the Company. The revised letter of intent extends the date by which the second installment of the deposit must be made to April 28, 2007.
The revised letter of intent continues to provide for a closing by June 30, 2007; but under certain conditions may be closed as late as April, 30, 2008. The closing will also be subject to the completion of due diligence, financing, and licensing, among other customary conditions. Because no definitive agreement has been signed, there can be no assurance that (i) a definitive agreement will ever be entered into, or (ii) if a definitive agreement is entered into, that the terms and conditions of the definitive agreement will be the same or similar to those in the revised letter of intent, or (iii) that the conditions to closing a transaction will ever be satisfied, or (iv) that any transaction with the Buyer will be consummated. Pursuant to the revised letter of intent the parties agreed that the Buyer has an exclusive right to negotiate a purchase of the Company's outstanding membership interests until April 28, 2007.
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