Mashantucket Pequot secures agreements with holders in exchange offer

By Susanna Moon

Chicago, June 25 - The Mashantucket Pequot Tribal Nation said it inked agreements with two holders of 8½% notes who have not tendered their notes in the exchange offers set to end at 11 a.m. ET on July 1.

Under the terms, Mashantucket Pequot will purchase all of each holder's 8½% notes on the closing date of the restructuring of its debt obligations, according to a press release.

The holders own $34,761,000 and $2 million aggregate principal amount of the 8½% notes, respectively, and Mashantucket Pequot will purchase the notes for $9 million and $200,000, respectively, in cash at closing.

Mashantucket Pequot said it will fund the purchases of the 8½% notes from its collection account under its existing credit agreement.

After settlement on July 1, each of the required thresholds for the exchange offers will be satisfied, the release noted.

The nation had been in discussions with a holder that had not tendered its notes.

On June 5 the nation said it once more extended the exchange offer and consent solicitation for all its outstanding notes from 5 p.m. ET on June 5. Before that, the offer had been pushed back from May 15, April 24, April 10, March 27 and March 13.

Modified provisions

The nation also said on June 25 that it modified provisions governing its investments set forth in proposed documents relating to the notes to be offered in exchange for outstanding special revenue obligations (SROs), subordinated special revenue obligations (SSROs) and 8½% notes under the offers.

Each indenture governing the new notes will be modified from the versions included as exhibits to the exchange offer to revise a covenant to permit additional investments in an aggregate outstanding amount not to exceed $10 million.

Additionally, the collateral trust, security, intercreditor and subordination agreement will be modified from the version included as an exhibit to the exchange offer to revise a definition to permit investments of up to $25 million made in connection with the application for a gaming license in the Catskills, N.Y., and the subsequent development, construction and management of a resort casino and associated amenities if the investments must be made within five years of closing and the Mashantucket Pequot Gaming Enterprise is limited to an aggregate investment of $5 million before a gaming license is awarded.

More on exchange offers

As of 5 p.m. ET on June 5, holders had tendered all $477.9 million of the nation's special revenue obligation bonds, $365.95 million, or 99.97%, of its subordinated special revenue obligation bonds and $463,164,000, or 92.63%, of its 8½% notes. The totals remain unchanged from March 13.

As of 5 p.m. ET on June 5, lenders holding all of the issuer's bank loans had agreed to exchange the debt for new loans, according to Bank of America, NA as the administrative agent. At the previous report, lenders holding $509,557,833, or 96.26%, had agreed to exchange as of May 15.

In order to complete the exchange, Mashantucket Pequot previously said it must meet various conditions. One condition, receipt of a declination letter from the National Indian Gaming Commission, was satisfied on April 5.

The exchange offer began on Feb. 13 as part of a debt restructuring support agreement.

The payment to holders in the offer are set forth in the table below and assuming a closing date of July 1.

Epiq Systems is the exchange and information agent.

Mashantucket Pequot owns the Foxwoods Resort Casino and is based in Mashantucket, Conn. The Mashantucket Pequots are a native Algonquin people in southeastern Connecticut.

Notes New notes Par amount

1997 series A special revenue bonds due 2012 SROs $1,289.83

1998 series A special revenue bonds due 2013 SROs $1,281.20

2005 series A special revenue bonds due 2021 SROs $1,269.51

1997 series B subordinated special revenue bonds due 2012 SSROs $821.96

1997 series B subordinated special revenue bonds due 2018 SSROs $822.19

1997 series B subordinated special revenue bonds due 2027 SSROs $822.19

1999 series A subordinated special revenue bonds due 2028 SSROs $841.59

1999 series B subordinated special revenue bonds due 2010 SSROs $797.51

1999 series B subordinated special revenue bonds due 2011 SSROs $778.55

1999 series B subordinated special revenue bonds due 2012 SSROs $738.21

1999 series B subordinated special revenue bonds due 2013 SSROs $698.60

1999 series B subordinated special revenue bonds due 2014 SSROs $659.84

1999 series B subordinated special revenue bonds due 2015 SSROs $622.01

1999 series B subordinated special revenue bonds due 2016 SSROs $586.75

1999 series B subordinated special revenue bonds due 2017 SSROs $552.96

1999 series B subordinated special revenue bonds due 2018 SSROs $520.60

2006 series B subordinated special revenue bonds due 2036 SSROs $864.79

2007 series A subordinated special revenue bonds due 2031 SSROs $877.38

2007 series A subordinated special revenue bonds due 2034 SSROs $867.94

8.5% notes due 2015 Notes $435.38

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