UNCASVILLE, Conn., Nov. 29,
2022 /PRNewswire/ -- Mohegan Tribal Gaming
Authority ("MTGA," "Mohegan," "we," "our" or the "Company") today
announced that it has entered into an agreement (the "Exchange
Agreement") providing for the exchange of approximately
$475 million in aggregate principal
amount of the Company's outstanding 7.875% senior notes due 2024
(the "Old Notes") held by an existing investor and its affiliates
for approximately $500 million in
aggregate principal amount of new Mohegan 13.25% senior unsecured
notes due 2027 (the "New Notes"), as described below.
On November 29, 2022, Mohegan
entered into a private exchange agreement with an investor pursuant
to which Mohegan will exchange approximately $475 million in aggregate principal amount of the
Old Notes held by such investor and its affiliates for New Notes at
a ratio of $1,052.63 principal amount
of New Notes for each $1,000.00
principal amount of Old Notes, plus accrued and unpaid interest on
the exchanged Old Notes up to but not including the date of the
exchange (the "Notes Exchange").
The New Notes will be guaranteed on an unsecured, senior basis
by all of Mohegan's existing subsidiaries that guarantee the Old
Notes, plus certain future subsidiaries that guarantee other
indebtedness of Mohegan or incur indebtedness in excess of
$25.0 million. The New Notes
will mature on December 15, 2027 and
bear interest at a rate of 13.25% per annum, payable semiannually
in arrears on June 15 and
December 15 of each year, commencing
on June 15, 2023. The New Notes
will be redeemable by the Company at a price equal to 100% of the
principal amount thereof through June 15,
2024 and at specified, fixed premiums thereafter, in each
case with accrued and unpaid interest thereon.
The Exchange Agreement provides for settlements in December 2022 and January
2023, subject to the satisfaction or waiver of the
conditions set forth in the Exchange Agreement.
Pursuant to the Exchange Agreement, the investor has agreed to
deliver to the trustee for the Old Notes a written consent
providing for, among other things, the amendment of certain
covenants governing the Old Notes, subject to the initial
settlement of the Notes Exchange, and the elimination of
substantially all of the restrictive covenants and certain events
of default contained in the indenture governing the Old Notes,
subject to the final settlement of the Notes Exchange. A
supplemental indenture relating to such amendments is expected to
be entered into with the trustee in respect of the Old Notes
simultaneously with the initial closing of the Notes Exchange.
The New Notes will be general unsecured senior obligations of
the Company and will rank equally in right of payment with all of
the Company's other senior indebtedness from time to time
outstanding and senior in right of payment to all of the Company's
indebtedness from time to time outstanding that is expressly
subordinated in right of payment to the New Notes.
Mohegan has not registered, and does not currently intend to
register, the New Notes under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), or under any state securities laws,
and the New Notes will be issued in a private transaction in
reliance on an exemption from the registration requirements of the
Securities Act. The New Notes may not be offered, sold or otherwise
transferred within the United
States or to or for the account or benefit of any U.S.
person, absent registration or an applicable exemption from
This press release is not an offer to sell or a solicitation of
an offer to buy any securities and does not constitute an offer,
solicitation or sale in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful.
As of May 16, 2022, Mohegan Tribal
Gaming Authority operates under the name "Mohegan," a natural
evolution for the brand.
Mohegan is the owner, developer, and manager of premier
entertainment resorts in the United
States, Canada, and
Northern Asia. Mohegan's U.S.
operations include resorts in Connecticut, Washington, Pennsylvania, New
Jersey, and Nevada;
Canadian operations are based in Niagara
Falls, Ontario; and Mohegan Inspire is located in Incheon,
South Korea. The brand's iGaming
division, Mohegan Digital, provides cutting-edge online gaming
solutions to Mohegan's loyal fan base and meets the digital needs
of customers on a global scale. Mohegan is owner and operator of
Connecticut Sun, a professional
basketball team in the WNBA. For more information on Mohegan and
its properties, please visit www.mohegangaming.com.
Special Note Regarding
Some information included in this press release may contain
forward-looking statements, within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements can sometimes be identified
by the use of forward-looking words such as "may," "will,"
"anticipate," "estimate," "expect" or "intend" and similar
expressions. Such statements include, but are not limited to,
statements relating to the Notes Exchange, including the timing of
the closing of the transactions contemplated thereby.
This forward-looking information may involve important risks and
uncertainties that could significantly affect anticipated results
in the future and, accordingly, such results may differ materially
from those expressed in any forward-looking statements made by or
on behalf of Mohegan. Factors that could cause actual events to
differ from that contemplated by the forward-looking information
include, among other things, (i) the risk that the Notes Exchange
will not be consummated, on the anticipated timing and terms or at
all, (ii) the risk that the parties will be unable to satisfy the
conditions to the closing of the Notes Exchange, (iii) the risk
that the Notes Exchange and the transactions contemplated thereby
will involve higher costs and expenses than anticipated, and (iv)
the matters discussed in Mohegan's Annual Report on Form 10-K for
the fiscal year ended September 30,
2021, including under the heading "Risk Factors," as well as
in Mohegan's other reports and filings with the Securities and
Exchange Commission. Any forward-looking statements included in
this press release are made only as of the date of this release.
Mohegan does not undertake any obligation to update or supplement
any forward-looking statements to reflect subsequent events or
circumstances. Mohegan cannot assure that projected results or
events will be achieved or will occur.