Exhibit 99.1
MOHEGAN ANNOUNCES PRIVATE EXCHANGE AND CONSENT TO COVENANT AMENDMENTS
Uncasville, Connecticut, November 29, 2022 – 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.
Notes Exchange
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 registration requirements.
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.
1
