Great Canadian Gaming Completes $450M Offering of Senior Unsecured Notes and Undertakes $100M Substantial Issuer Bid

Great Canadian Gaming Corporation completed an offering (the “Offering”) of 6.625 per cent senior unsecured notes with a principal amount of $450 million due July 25, 2022. The Offering was completed by way of private placement in Canada under available prospectus exemptions and in the United States to qualified institutional buyers.

The net proceeds from the Offering were used to, among other things, fund the purchase or redemption of all of the US$170 million outstanding principal amount of its 7.250 per cent senior subordinated notes due in 2015 (the “Old Notes”) tendered in connection with a tender offer for the Old Notes (the “Tender Offer”) or otherwise redeemed concurrent with the completion of the Offering.

Also concurrent with the Offering, Great Canadian Gaming Corporation (a) amended its current credit facilities and (b) undertook a $100 million substantial issuer bid.

The credit facilities were provided by a syndicate of lenders led by The Bank of Nova Scotia as Agent.
Great Canadian Gaming Corporation was represented in the transactions by McMillan LLP with a team led by Leo Raffin, including John Morrison, Douglas Pedlow, Graham Matthews, Jill Pereira, Robert Antenore, David Ross, Dorothy Wong and Navnit Duhra (banking); Amandeep Sandhu, Farzad Forooghian, Matthew Langford, Alexis Cloutier, Bosa Kosoric, Alexis Marach, Hellen Siwanowicz, John Conway, David Mendicino, Jean-Francois Pelland and Richard Peters (securities and corporate); Michael Taylor and Daniel Lau (US securities) and Peter Botz and Christine Man (tax). Great Canadian Gaming Corporation was represented in the transaction as to US matters by Paul, Weiss, Rifkind, Wharton & Garrison LLP, with a team consisting of Andrew Foley and Tim Phillips (securities); David Sicular and Ayalon Eliach (tax); and Richard Elliot (regulatory); and by John Hollinrake of Dorsey & Whitney LLP (tax – substantial issuer bid).

Great Canadian Gaming Corporation's Washington State agents were Inslee Best Doezie & Ryder, P.S. (corporate), represented by Andrew Symons and Kay Brossard, and Miller Malone & Tellefson (gaming), represented by Dave Malone. Great Canadian Gaming Corporation's Oregon State agent was Schwabe, Williamson & Wyatt, represented by Brad Maier, David Kopilak and Carmen Calzacorta. Great Canadian Gaming Corporation's Saskatchewan agent was Kanuka Thuringer LLP, represented by Laurance Yakimowski. Great Canadian Gaming Corporation's Manitoba agent was Thompson Dorfman Sweatman LLP, represented by Barry MacTavish. Great Canadian Gaming Corporation's Atlantic Canada agent was Stewart McKelvey, represented by Fraser MacFadyen and Keith Sutherland.

The underwriters for the Offering and deal managers for the Tender Offer were represented by Stikeman Elliott LLP as Canadian counsel, with a team including D'Arcy Nordick, Jennifer Legge, Ruth Elnekave, Anas Youssef and Laura Levine (corporate and securities) and Jonathan Willson and Jill Winton (tax); and by Paul Hastings LLP as US counsel with a team including Michael Chernick, Edward Holmes and Randal Palach (corporate and securities).

The lenders for the amended credit facilities were represented by McCarthy Tétrault LLP, with a team led by Richard Higa and including Conrad Rego and Vanessa Lunday.