| LONG-TERM DEBT | LONG-TERM DEBT: Long-term debt consisted of the following (in thousands, including current maturities): December 31, September 30, Senior Secured Credit Facility - Revolving, due October 2021 $ 35,000 $ — Senior Secured Credit Facility - Term Loan A, due October 2021, net of discount and debt issuance costs of $6,825 and $7,415, respectively 371,425 387,523 Senior Secured Credit Facility - Term Loan B, due October 2023, net of discount and debt issuance costs of $17,413 and $18,073, respectively 759,737 761,039 2016 7 7/8% Senior Unsecured Notes, due October 2024, net of discount and debt issuance costs of $12,056 and $12,383, respectively 487,944 487,617 Mohegan Expo Credit Facility, due April 2022, net of debt issuance costs of $1,602 and $1,683, respectively 16,298 13,017 Other 1,944 2,013 Long-term debt 1,672,348 1,651,209 Less: current portion of long-term debt (75,577 ) (75,131 ) Long-term debt, net of current portion $ 1,596,771 $ 1,576,078 Senior Secured Credit Facilities In October 2016, the Company entered into a Credit Agreement among the Company, the Tribe, Citizens Bank, N.A., as Administrative and Collateral Agent, and the other lenders and financial institutions party thereto, providing for $1.4 billion in aggregate principal amount of senior secured credit facilities (the “Senior Secured Credit Facilities”), comprised of a $170.0 million senior secured revolving credit facility (the “Revolving Facility”), a $445.0 million senior secured term loan A facility (the “Term Loan A Facility”) and a $785.0 million senior secured term loan B facility (the “Term Loan B Facility). The Senior Secured Credit Facilities mature on October 13, 2021 (in the case of the Revolving Facility and the Term Loan A Facility) and October 13, 2023 (in the case of the Term Loan B Facility). In April 2017, the Company entered into a first amendment to the Senior Secured Credit Facilities. The amendment reduced the interest rate margins applicable to the Revolving Facility, Term Loan A Facility and Term Loan B Facility by 0.50% . The Term Loan A Facility amortizes in equal quarterly installments in an aggregate annual amount equal to 15.0% of the initial aggregate principal amount of the Term Loan A Facility for the first two years after the closing date, 10.0% of the initial aggregate principal amount of the Term Loan A Facility for the third year after the closing date and 7.5% of the initial aggregate principal amount of the Term Loan A Facility in each year thereafter, with the balance payable on the maturity date of the Term Loan A Facility. The Term Loan B Facility amortizes in equal quarterly installments in an aggregate annual amount equal to 1.0% of the initial aggregate principal amount of the Term Loan B Facility. Amortization of the Term Loan A Facility and Term Loan B Facility began with the first full fiscal quarter after the closing date. The proceeds from the Term Loan A Facility and Term Loan B Facility, together with a drawing under the Revolving Facility and proceeds from the 2016 Senior Unsecured Notes (as defined below), were used to: (i) satisfy in full all amounts outstanding under the Company’s Prior Senior Secured Credit Facilities, (ii) repurchase the Company’s 2013 Senior Unsecured Notes and 2012 Senior Subordinated Notes, (iii) prepay all amounts outstanding under the Company’s 2015 Senior Unsecured Notes and (iv) satisfy certain other obligations and pay related fees and expenses. The Revolving Facility is otherwise available for general corporate purposes. As of December 31, 2017 , amounts outstanding under the Revolving Facility, Term Loan A Facility and Term Loan B Facility totaled $35.0 million , $378.3 million and $777.2 million , respectively. As of December 31, 2017 , letters of credit issued under the Revolving Facility totaled $50.2 million , of which no amounts were drawn. Inclusive of letters of credit, which reduce borrowing availability under the Revolving Facility, the Company had approximately $84.8 million of borrowing capacity under its Revolving Facility and Line of Credit as of December 31, 2017 . As amended, borrowings under the Senior Secured Credit Facilities accrue interest as follows: (i) for base rate loans under the Revolving Facility and Term Loan A Facility, at a base rate equal to the highest of (a) the prime rate, (b) the federal funds rate plus 50 basis points and (c) the one-month LIBOR rate plus 100 basis points (the highest of (a), (b) and (c), the “base rate”), plus a total leverage-based margin of 100 to 275 basis points; (ii) for Eurodollar rate loans under the Revolving Facility and Term Loan A Facility, at the applicable LIBOR rate (subject to a 0.0% LIBOR floor) plus a total leverage-based margin of 200 to 375 basis points; (iii) for base rate loans under the Term Loan B Facility, at the base rate plus 300 basis points; and (iv) for Eurodollar rate loans under the Term Loan B Facility, at the applicable LIBOR rate (subject to a 1.0% LIBOR floor) plus 400 basis points. The Company is also required to pay a total leverage-based undrawn commitment fee of between 37.5 and 50 basis points under the Revolving Facility. Interest on base rate loans is payable quarterly in arrears. Interest on Eurodollar rate loans is payable at the end of each applicable interest period in arrears, but not less frequently than quarterly. As of December 31, 2017 , interest on the $35.0 million outstanding under the Revolving Facility was based on a base rate of 4.50% plus 275 basis points. The commitment fee was 0.50% as of December 31, 2017 . As of December 31, 2017 , the $378.3 million outstanding under the Term Loan A Facility was comprised of a $10.1 million base rate loan based on a base rate of 4.50% plus 275 basis points and a $368.2 million Eurodollar rate loan based on a Eurodollar rate of 1.57% plus 375 basis points. As of December 31, 2017 , the $777.2 million outstanding under the Term Loan B Facility was comprised of a $19.9 million base rate loan based on a base rate of 4.50% plus 300 basis points and a $757.3 million Eurodollar rate loan based on a Eurodollar rate of 1.57% plus 400 basis points. As of December 31, 2017 and September 30, 2017 , accrued interest, including commitment fees, on the Senior Secured Credit Facilities was $1.0 million and $829,000 , respectively. The Company's obligations under the Senior Secured Credit Facilities are fully and unconditionally guaranteed, jointly and severally, by the Pocono Subsidiaries, MBC, Mohegan Golf and Mohegan Ventures-NW (collectively, the “Guarantors”; and the Guarantors other than MBC, collectively, the “Grantors”). The collateral securing the Senior Secured Credit Facilities constitutes substantially all of the Company’s and the Grantors’ property and assets. In the future, certain other subsidiaries of the Company may be required to become Guarantors and/or Grantors in accordance with the terms of the Senior Secured Credit Facilities. The Senior Secured Credit Facilities contain customary covenants applicable to the Company and its restricted subsidiaries, including covenants governing: incurrence of indebtedness, incurrence of liens, payment of dividends and other distributions, investments, asset sales, affiliate transactions and mergers or consolidations. The Senior Secured Credit Facilities also include financial maintenance covenants pertaining to total leverage, senior secured leverage and minimum fixed charge coverage. In addition, the Senior Secured Credit Facilities contain customary events of default relating to, among other things, failure to make required payments, breach of covenants and breach of representations. As of December 31, 2017 , the Company and the Tribe were in compliance with all respective covenant requirements under the Senior Secured Credit Facilities. Senior Unsecured Notes 2016 7 7 / 8 % Senior Unsecured Notes In October 2016, the Company issued $500.0 million senior unsecured notes with fixed interest payable at a rate of 7.875% per annum (the “2016 Senior Unsecured Notes”). The 2016 Senior Unsecured Notes mature on October 15, 2024. Interest on the 2016 Senior Unsecured Notes is payable semi-annually in arrears on April 15 and October 15. As of December 31, 2017 and September 30, 2017 , accrued interest on the 2016 Senior Unsecured Notes was $8.3 million and $18.1 million , respectively. At any time prior to October 15, 2019, the Company may redeem the 2016 Senior Unsecured Notes, in whole or in part, at a price equal to 100% of the principal amount of the 2016 Senior Unsecured Notes redeemed plus accrued and unpaid interest, if any, to the date of redemption and a make-whole premium. The 2016 Senior Unsecured Notes are redeemable at the Company’s option, in whole or in part, at any time on or after October 15, 2019, at specified redemption prices, plus accrued and unpaid interest, if any, to the date of redemption. If the Company experiences specific kinds of change-of-control triggering events, it is required to make an offer to repurchase the 2016 Senior Unsecured Notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest, if any. Additionally, if the Company undertakes specific kinds of asset sales and does not use the related sale proceeds for specified purposes, the Company may be required to offer to repurchase the 2016 Senior Unsecured Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest, if any. In certain circumstances, if any gaming regulatory authority requires a holder or beneficial owner of the 2016 Senior Unsecured Notes to be licensed, qualified or found suitable under applicable gaming laws, and such holder or beneficial owner does not obtain such license, qualification or finding of suitability within a specified time, the Company can require such holder or beneficial owner to dispose of its 2016 Senior Unsecured Notes or call for redemption of the 2016 Senior Unsecured Notes held by such holder or beneficial owner at a price equal to accrued and unpaid interest, if any, plus the lesser of 100% of the principal amount thereof or the price paid for such notes by such holder or beneficial owner. The 2016 Senior Unsecured Notes are unsecured, unsubordinated obligations of the Company. The 2016 Senior Unsecured Notes are guaranteed by the Guarantors and will be guaranteed by any restricted subsidiary of the Company that becomes a guarantor in accordance with the terms of the 2016 Senior Unsecured Notes indenture. The 2016 Senior Unsecured Notes indenture contains certain covenants that, subject to certain significant exceptions, limit, among other things, the Company’s and the Guarantors’ ability to incur additional debt, pay dividends or distributions, make certain investments, create liens on assets, enter into transactions with affiliates, merge or consolidate with another company or transfer and sell assets. The 2016 Senior Unsecured Notes indenture also includes customary events of default, including, but not limited to, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay certain other indebtedness the occurrence of which is caused by a failure to pay principal, premium or interest or results in the acceleration of such indebtedness, certain events of bankruptcy and insolvency and certain judgment defaults. As of December 31, 2017 , the Company and the Tribe were in compliance with all respective covenant requirements under the 2016 Senior Unsecured Notes indenture. The 2016 Senior Unsecured Notes and guarantees have not been and will not be registered under the Securities Act of 1933 or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The Company or its affiliates may, from time to time, seek to purchase or otherwise retire outstanding indebtedness for cash in open market purchases, privately negotiated transactions or otherwise. Any such transaction will depend on prevailing market conditions and the Company's liquidity and covenant requirement restrictions, among other factors. Facility Agreement for Senior Unsecured Notes In November 2015, the Company entered into an agreement (the “Facility Agreement”) by and among the Company, the Tribe and UBS AG, London Branch (“UBS”). Pursuant to the Facility Agreement, the Company may currently issue, from time to time, to UBS or its designee, senior unsecured notes in an aggregate principal amount of up to $100.0 million , in varying amounts and with varying borrowing dates, maturities and interest rates, as agreed with UBS or its designee. Line of Credit In October 2016, in connection with the new Senior Secured Credit Facilities, the Company entered into a $25.0 million revolving credit facility with Bank of America, N.A. (the “Line of Credit”). The Line of Credit is coterminous with the Senior Secured Credit Facilities. Pursuant to provisions of the Senior Secured Credit Facilities, under certain circumstances, the Line of Credit may be converted into loans under the Senior Secured Credit Facilities. Under the Line of Credit, each advance accrues interest on the basis of a one-month LIBOR rate plus an applicable margin based on the Company's total leverage ratio, as each term is defined under the Line of Credit, as amended. As of December 31, 2017 , no amount was drawn on the Line of Credit. Borrowings under the Line of Credit are uncollateralized general obligations of the Company. The Line of Credit contains negative covenants and financial maintenance covenants that are substantially the same as those contained in the Senior Secured Credit Facilities. As of December 31, 2017 , the Company was in compliance with all covenant requirements under the Line of Credit. As of December 31, 2017 and September 30, 2017 , accrued interest on the Line of Credit was $39,000 and $37,000 , respectively. Mohegan Expo Credit Facility In April 2017, the Company, through its wholly-owned subsidiary, Mohegan Expo, entered into a loan agreement with certain third-party lenders providing for a $25.0 million tax-exempt senior secured multi-draw term loan with an approximately $8.3 million increase option (the “Mohegan Expo Credit Facility”). In September 2017, Mohegan Expo exercised the Mohegan Expo Credit Facility increase option. The proceeds from the Mohegan Expo Credit Facility are being used to partially finance the construction of an approximately $80.0 million , 240,000 -square-foot exposition and convention center to be located adjacent to Mohegan Sun on land leased to Mohegan Expo by the Company (the “Mohegan Sun Exposition and Convention Center”). The remainder of the construction costs for the Mohegan Sun Exposition and Convention Center will be funded through investments by the Company. Construction on the Mohegan Sun Exposition and Convention Center commenced in March 2017 and it is expected to open in the summer of 2018. The Mohegan Expo Credit Facility matures on April 22, 2022. Principal outstanding under the Mohegan Expo Credit Facility amortizes at a rate of 7.5% per annum, payable quarterly, commencing October 1, 2018. As of December 31, 2017, borrowings under the Mohegan Expo Credit Facility accrued interest at a variable rate per annum equal to the following: the product of (a) the sum of (i) the LIBOR rate and (ii) 4.79% and (b) 70 basis points. There is also a fee of 0.50% per annum charged on undrawn amounts, payable quarterly in arrears. Interest is payable monthly through July 1, 2018 and quarterly in arrears thereafter through the maturity date. Mohegan Expo is required to maintain a six-month debt service reserve in a designated account under the Mohegan Expo Credit Facility. As of December 31, 2017 , interest on the $17.9 million outstanding under the Mohegan Expo Credit Facility was based on a rate of 4.31% . The Mohegan Expo Credit Facility is a senior secured obligation of Mohegan Expo, collateralized by: (1) all existing and future assets of Mohegan Expo and (2) a contribution agreement pursuant to which the Company has agreed to make certain contingent cash contributions to Mohegan Expo to the extent required to: (a) complete the Mohegan Sun Exposition and Convention Center or (b) fund any shortfalls in the repayment of debt service under the Mohegan Expo Credit Facility. The Mohegan Expo Credit Facility subjects Mohegan Expo to certain covenant requirements customarily found in loan agreements for similar transactions. As of December 31, 2017 and September 30, 2017 , accrued interest on the Mohegan Expo Credit Facility was $88,000 and $65,000 , respectively. |
