Gateway Casinos closes new credit facility and completes high yield debt offering

Date Closed: 11/12/2010

Value: US$535 million

On November 12, 2010, Gateway Casinos & Entertainment Limited, the second largest casino operator in Canada and the largest casino operator in Western Canada with nine casinos in British Columbia and Alberta, completed the refinancing of its US$535 million term and revolving facilities.

The refinancing included a new senior secured credit agreement providing Gateway Casinos with term and revolving facilities in the aggregate principal amount of C$390 million. The credit facilities were agented by a syndicate led by Jefferies Finance LLC that included RBS Securities Inc., Goldman Sachs Lending Partners LLC, Morgan Stanley Senior Funding, Inc., TD Securities and another major US financial institution.

The refinancing also included the private placement of $170 million 8.875% second lien notes due 2017. The notes, denominated in Canadian dollars, were sold in the United States pursuant to Rule 144A and in Canada pursuant to applicable exemptions. The initial purchasers in the private placement were led by RBS Securities Inc. with a syndicate that included Jefferies & Company Inc., Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, TD Securities (USA) LLC and another major US financial institution.

BLG acted as Canadian counsel to the lenders and the initial purchasers with a team consisting of Kenneth Atlas, Donald Bird, Howard Silverman, Magnus Verbrugge, Kendall Andersen, Darryl Douglas, Tai Cheng, and Cherie Mah (banking); Alfred Page, Terence Lui and Shaunik Katyal (corporate and securities); Shelley Munro and Joanna Johnson (real estate); Larissa Tkachenko (tax), Sonia Mak and Peter Eastwood (labour, employment and benefits); and Deborah Overholt (environmental).