Mohegan tenders for 11% notes, seeks consents for 9¾%, 11% notes

By Marisa Wong

Madison, Wis., April 22 - The Mohegan Tribal Gaming Authority said it has begun a solicitation of consents to amend the indenture governing its 9¾% senior notes due 2021 and a tender offer to purchase for cash any and all of its 11% senior subordinated notes due 2018.

The authority is also soliciting consents to proposed amendments to the indenture governing the 11% notes. The proposed amendments would eliminate substantially all restrictive covenants and eliminate or modify some events of default and related provisions.

9¾% notes consent solicitation

Holders of record as of 5 p.m. ET on April 21 are eligible to participate in the consent solicitation for the 9¾% notes.

The main purpose of the consent solicitation is to amend the 9¾% notes indenture to permit the authority to refinance its outstanding subordinated notes with senior unsecured debt.

The consent solicitation is scheduled to expire at 5 p.m. ET on April 30.

Holders who deliver consents by the expiration date will be eligible to receive a consideration of $5.00 per $1,000 principal amount.

The consideration will be paid to consenting holders once a number of conditions is satisfied or waived.

The consent solicitation is subject to, among other things, the receipt of consents from holders of a majority in principal amount of the outstanding 9¾% notes and the execution and delivery of a supplemental indenture effecting the proposed amendment.

Consents may not be revoked after the supplemental indenture is executed.

RBS (203 897-6145 or 877 297-9832), BofA Merrill Lynch at (980 387-3907 or 888 292-0070), Credit Suisse at (212 538-2147 or 800 820-1653), SunTrust Robinson Humphrey at (404 439-7554 or 800 685-4786), Credit Agricole CIB at (212 261-7802 or 866 807-6030) and Jefferies at (203 363-8273 or 888 708-5831) are the solicitation agents in connection with the 9¾% notes consent solicitation.

D.F. King & Co., Inc. (212 269-5550 for banks and brokers or 800 549-6650) is the information agent and tabulation agent.

11% notes tender offer

The tender offer for the 11% notes will expire at midnight ET on May 19. The early tender deadline for the offer will be 5 p.m. ET on May 5.

Holders must tender their notes and provide their consents by the early tender deadline in order to be eligible to receive the total consideration of $1,006.50 per $1,000 principal amount. The total consideration includes an early tender payment of $30.00 per $1,000 principal amount.

Holders who tender after the early deadline but at or before the expiration time will be eligible to receive only the tender offer consideration of $976.50 per $1,000 principal amount, which is the total consideration less the early tender payment.

In addition, holders whose notes are purchased in the tender offer will receive accrued interest from the last interest payment date to, but not including, the applicable settlement date.

Holders who tender their notes must also consent to the proposed amendments and vice versa.

Notes tendered may be withdrawn and related consents may be revoked at any time before 5 p.m. ET on May 5 but not after.

The authority said it has reserved the right at any time following the early tender deadline, but prior to the expiration time, to accept for purchase all 11% notes tendered up to that point. If the authority elects to exercise this early purchase option, the early acceptance date will be shortly after all the conditions to the tender offer and consent solicitation are satisfied or waived, and the authority will pay the total consideration for the 11% notes accepted for purchase on an early payment date that promptly follows the early acceptance date.

After the expiration time, on the final acceptance date, the authority will accept for purchase all remaining notes tendered by the expiration time.

The authority said it expects to redeem any 11% notes not tendered and purchased under the tender offer.

Consents from holders of a majority in principal amount of the outstanding notes are required to authorize the proposed amendments.

If the necessary consents are delivered, a supplemental indenture will be executed promptly after the early tender deadline and before any tendered notes are accepted for purchase. The proposed changes will become operative on the earlier of the early payment date, if applicable, or the final payment date.

The tender offer is conditioned on, among other things, the authority completing a financing transaction resulting in proceeds of at least $286 million.

The tender offer is not conditioned on any minimum participation by holders, including the minimum participation necessary to complete the consent solicitation for the 11% notes.

RBS, BofA Merrill Lynch, Credit Suisse, SunTrust Robinson Humphrey, Credit Agricole CIB and Jefferies are dealer managers for the tender offer and solicitation agents for the 11% notes consent solicitation. D.F. King & Co., Inc. is also the information agent and tender agent and depositary for the 11% notes.

The authority is an Uncasville, Conn., operator of gaming and entertainment enterprises.

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