Mohegan Announces Closing of Refinancing Transactions

UNCASVILLE, Conn., April 10, 2025 /PRNewswire/ -- Mohegan Tribal Gaming Authority ("Mohegan," the "Company," "we" or "our") today announced the issuance of $1.2 billion in new secured notes as a first step in the expected closing of significant refinancing transactions, including the notes offering, a private notes exchange and entry into a new credit agreement.

On April 10, 2025, Mohegan Escrow Issuer, LLC (the "Escrow Issuer"), the Company's wholly-owned subsidiary, closed a private offering (the "Offering") of $750 million in aggregate principal amount of 8.250% first priority senior secured notes due 2030 (the "2030 Notes") and $450 million in aggregate principal amount of 11.875% second priority senior secured notes due 2031 (the "2031 Notes," and collectively with the 2030 Notes, the "Notes"). The proceeds of the Offering have been placed in escrow.  Upon satisfying the conditions to release the proceeds from escrow, the obligations of the Escrow Issuer will be assumed by the Company and MS Digital Entertainment Holdings, LLC (the "Co-Issuer"), a wholly-owned subsidiary of the Company, and the Notes will be guaranteed by certain of the Company's other subsidiaries.

The release of the escrowed Notes proceeds is subject to conditions including the Company and the Co-Issuer consummating a private exchange (the "Notes Exchange") with an investor pursuant to which the Company and the Co-Issuer exchange approximately $226 million in aggregate principal amount of the Company's existing 13.25% senior unsecured notes due 2027 for $250 million of the Company's and the Co-Issuer's 11.875% second priority senior secured notes due 2031.  The Company and the investor continue to work toward consummating the Notes Exchange promptly.

The Company also expects to enter into a new, five-year $250 million senior secured revolving credit facility with a syndicate of banks (the "New Senior Secured Credit Facility").  Entry into the New Senior Secured Credit Facility is also a condition to the release of the escrowed Notes proceeds. 

If the conditions to the release of the escrowed Notes proceeds occurs, the Company will apply the net proceeds from the Offering and borrowings under the New Senior Secured Credit Facility, together with cash on hand, to fund the redemption and repayment of its outstanding 8.000% second priority senior secured notes due 2026 and all loans outstanding under its previous revolving credit facility, and to pay related fees and expenses.  If the conditions to the release of the escrowed Notes proceeds does not occur by May 10, 2025, the Escrow Issuer will be required to redeem the Notes. 

The Notes issued pursuant to the Offering were issued in a private placement to persons reasonably believed to be "qualified institutional buyers" pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or any state or other securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

No Offer or Solicitation

This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

About Mohegan

Mohegan is the owner, developer, and manager of premier entertainment resorts in the United States and Canada. Mohegan's U.S. operations include resorts in Connecticut and Pennsylvania and Canadian operations are based in Niagara Falls, Ontario. 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 North American customers. 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.

Cautionary Statements Regarding Forward-Looking Information

Some information included within this press release contains forward-looking statements. Such statements may include information relating to whether the conditions to the release of the escrowed proceeds of the Offering will be satisfied, whether the Notes Exchange will be consummated, whether the Company will enter into the New Senior Secured Credit Facility, business development activities, as well as capital spending, financing sources, the effects of regulation, including gaming and tax regulation, and increased competition. These statements can sometimes be identified by our use of forward-looking words such as "may," "will," "anticipate," "estimate," "expect" or "intend" and similar expressions. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated future results and, accordingly, such results may differ materially from those expressed in any forward-looking statements made by us or on our behalf. The forward-looking statements included within this press release are made only as of the date of this press release. We do not undertake any obligation to update or supplement any forward-looking statements to reflect subsequent events or circumstances. We cannot assure you that projected results or events will be achieved or will occur.

Contact:
Joffre Wells
Mohegan
VP Capital Markets, Investor Relations & Corporate Treasurer
(860) 862-9135

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SOURCE Mohegan