Mohegan Tribal Gaming tenders and solicits consents for 11½% notes

By Marisa Wong

Madison, Wis., Nov. 4 - The Mohegan Tribal Gaming Authority said it began on Monday a tender offer to purchase for cash any and all of its 11½% second-lien senior secured notes due 2017.

The authority also announced that it is soliciting consents to proposed amendments to the indenture governing the notes. These amendments would eliminate substantially all of the indenture's restrictive covenants and eliminate or modify some events of default and related provisions.

Holders of a majority in principal amount of the notes must consent to the changes in order for them to take effect.

Holders who tender their notes must also consent to the proposed amendments, and holders delivering consents must also tender their notes.

The tender offer will expire at midnight ET on Dec. 3.

Holders who tender their notes and provide their consents by 5 p.m. ET on Nov. 18, the early tender deadline, will be eligible to receive the total consideration of $1,160 per $1,000 principal amount of notes. The total consideration includes an early tender payment of $30.

Holders tendering after the early deadline but at or before the expiration time will receive only the tender offer consideration of $1,130 per $1,000 of notes, which is the total consideration less the $30 early tender payment.

In addition, holders will receive accrued interest to, but not including, the applicable payment date.

Tenders may be withdrawn and related consents may be revoked at any time before the early tender deadline.

The tender offer and consent solicitation are subject to a financing condition and a termination condition.

Specifically, the tender offer is conditioned on the authority obtaining new senior secured credit facilities totaling at least $955 million.

The termination condition relates to the termination, or amendment or waiver to permit the tender offer, of the authority's existing loan agreement dated March 6, 2013 with Wells Fargo Gaming Capital, LLC as administrative agent and the authority's existing fourth amended and restated loan agreement dated March 6, 2012 with Bank of America, NA as administrative agent.

The tender offer is not conditioned on any minimum participation by holders, including the minimum participation required by the consent solicitation.

The authority said it has reserved the right at any time following the early tender deadline to accept for purchase all early tendered notes before the expiration of the offer. The early payment date would be Nov. 19.

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

RBS Securities Inc. (877 297-9832 or 203 897-6145) is the dealer manager for the tender offer and the consent solicitation agent, and D.F. King & Co., Inc. (212 269-5550 for banks and brokers only or 800 549-6650) is the information agent, tender agent and depositary.

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

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