MOHEGAN TRIBAL GAMING AUTHORITY
One Mohegan Sun Boulevard
Uncasville, CT 06382
January 29, 2016
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-7010
| RE: | Mohegan Tribal Gaming Authority |
| Registration Statement on Form S-4 |
| Filed January 29, 2016 |
Ladies and Gentlemen:
Reference is made to the above referenced Registration Statement on Form S-4, as may be amended from time to time (the “Registration Statement”), of Mohegan Tribal Gaming Authority (the “Authority”), Mohegan Basketball Club LLC, Mohegan Commercial Ventures PA, LLC, Downs Racing, L.P., Backside, L.P., Mill Creek Land, L.P., Northeast Concessions, L.P., Mohegan Ventures-Northwest, LLC, Mohegan Golf, LLC, Mohegan Ventures Wisconsin, LLC, Wisconsin Tribal Gaming, LLC and MTGA Gaming, LLC (collectively, including the Authority, the “Registrants”), registering the offer to exchange (the “Exchange Offer”) an aggregate principal amount of up to $85,000,000 of the Authority’s 9.75% senior notes due 2021 (together with the guarantees thereof, the “New Notes”) for an equal principal amount of our outstanding 9.75% senior notes due 2021 of the Authority issued on August 11, 2015 (together with the guarantees thereof, the “Old Notes”). The Old Notes are an additional issuance of our 9.75% senior notes due 2021, of which $500,000,000 aggregate principal amount were originally issued on August 15, 2013 in a private offering and subsequently all exchanged for an equivalent principal amount of registered notes issued on March 12, 2014. The Registrants are registering the Exchange Offer in reliance on the position of the staff of the Securities and Exchange Commission (the “Staff”) enunciated inExxon Capital Holdings Corporation (April 13, 1989),Morgan Stanley & Co. Incorporated (June 5, 1991) andShearman & Sterling (July 2, 1993).
This will confirm that the Registrants have not entered into any arrangement or understanding with any person to distribute the New Notes and, to the best of the Registrants’ information and belief, each person participating in the Exchange Offer is acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes. In this regard, the Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that if the Exchange Offer is being registered for the purpose of secondary resales, any securityholder using the Exchange Offer to participate in a distribution of the New Notes (1) could not rely on the Staff position enunciated inExxon Capital Holdings Corporation (April 13, 1989) or similar
letters and (2) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with any sale or transfer of the New Notes, unless the sale or transfer is made pursuant to an exemption from those requirements. The Authority acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.
In addition, the Registrants will (i) make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer who holds Old Notes acquired for its own account as a result of market making activities or other trading activities, and who receives New Notes in exchange for such Old Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes and (ii) include in the transmittal letter to be executed by an exchange offeree in order to participate in the Exchange Offer a provision to the following effect:
If the undersigned or any beneficial owner is a broker-dealer, the undersigned and such beneficial owner: (1) represents that it is participating in the Exchange Offer for its own account and is exchanging Old Notes that were acquired by it as a result of market-making or other trading activities, (2) confirms that it has not entered into any arrangement or understanding with the issuer or an affiliate of the issuer to distribute the New Notes and (3) acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, such broker dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act.
SeeShearman & Sterling (July 2, 1993).
[SIGNATURE PAGE FOLLOWS]
| Sincerely, | ||||
| MOHEGAN TRIBAL GAMING AUTHORITY | ||||
| By: | /S/ ROBERT J. SOPER | |||
| Name: | Robert J. Soper | |||
| Title: | President and Chief Executive Officer | |||
| BACKSIDE, L.P. | ||||
| DOWNS RACING, L.P. | ||||
| MILL CREEK LAND, L.P. | ||||
| MOHEGAN BASKETBALL CLUB LLC | ||||
| MOHEGAN COMMERCIAL VENTURES PA, LLC | ||||
| MOHEGAN GOLF, LLC | ||||
| MOHEGAN VENTURES-NORTHWEST, LLC | ||||
| MOHEGAN VENTURES WISCONSIN, LLC | ||||
| MTGA GAMING, LLC | ||||
| NORTHEAST CONCESSIONS, L.P. | ||||
| WISCONSIN TRIBAL GAMING, LLC | ||||
| By: | /S/ ROBERT J. SOPER | |||
| Name: | Robert J. Soper | |||
| Title: | Authorized Person on behalf of each | |||
| of the above named Guarantors | ||||
| cc: | Joshua A. Feltman, Wachtell, Lipton, Rosen & Katz |
