The information contained in this Item 2.02 of this Current Report on Form 8-K is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference into any of MGE’s filings with the Securities and Exchange Commission regardless of the general incorporation language of such filings, except as shall be expressly set forth by specific reference in such filings.
ITEM 7.01. | REGULATION FD DISCLOSURE |
The Company is furnishing the information included in Exhibit 99.1 to this Current Report on Form 8-K pursuant to Regulation FD. The information contained in this Item 7.01 of this report is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference into any of MGE’s filings with the Securities and Exchange Commission regardless of the general incorporation language of such filings, except as shall be expressly set forth by specific reference in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in the report (including Exhibit 99.1) that is required to be disclosed solely by Regulation FD.
On January 13, 2021, MGE issued a press release announcing that the Company has commenced an offering (the “Offering”) of $1.175 billion aggregate principal amount of second priority senior secured notes due 2026 (the “Notes”) in a private placement. The Notes will be guaranteed by certain of the Company’s subsidiaries. The Notes will be offered only 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 in accordance with Regulation S under the Securities Act.
The completion of the Offering is conditioned upon, among other things, either the Company’s replacement of its current senior secured credit facilities (the “Senior Secured Credit Facilities”) with a new revolving credit facility, or an amendment and restatement of the Senior Secured Credit Facilities into a new revolving credit facility, in either case with commitments of not less than $250 million (the “New Senior Secured Credit Facility”) prior to or substantially concurrent with the Offering. The net proceeds from the Offering and borrowings under the New Senior Secured Credit Facility, together with cash on hand, will be used to (i) fund the repayment, satisfaction and discharge of certain existing indebtedness of the Company, including all loans outstanding under the Senior Secured Credit Facilities, all obligations in respect of the Company’s Main Street term loan facility and MGE’s debt to the Mohegan Tribe in respect of certain subordinated loans, and (ii) pay related fees and expenses.
A copy of the Company’s press release is attached hereto as Exhibit 99.2, which is incorporated by reference herein.
This report 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. The Offering is made only by, and pursuant to, the terms set forth in the related preliminary offering memorandum.
Forward-Looking Statements
This document and the exhibits to it contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. Certain statements contained in this document or in the exhibits to this document, including those that express a belief, expectation or intention, as well as all statements that are not statements of historical fact, are forward-looking statements within the meaning of the federal securities laws and as such are based upon the current beliefs of MGE as to the outcome and timing of future events. There can be no assurance that the expectations, conclusions
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