Mohegan further extends early deadline of exchange offer for notes

By Marisa Wong

Madison, Wis., Feb. 15 - The Mohegan Tribal Gaming Authority once again extended the early tender deadline of its private exchange offers and consent solicitations, this time by one day to 5 p.m. ET on Feb. 15, according to a press release.

As noted before, the casino operator has received enough tenders to reach the minimum tender threshold for its 11½% second-lien senior secured notes due 2017 and for its 7 1/8% senior subordinated notes due 2014 and 6 7/8% senior subordinated notes due 2015 combined, but not for its 8% senior subordinated notes due 2012 and 6 1/8% senior notes due 2013 combined.

As of the previous early tender deadline, 5 p.m. ET on Feb. 14, holders had tendered 99.7% of the 11½% notes, 83.2% in total of the 8% and 6 1/8% notes, and 90.3% in total of the 7 1/8% and 6 7/8% notes.

The offers are conditioned on the receipt of tenders for at least 50.1% of the 11½% notes, at least 90% of the 6 1/8% notes and the 8% notes combined and at least 75% of the 7 1/8% notes and the 6 7/8% notes combined.

This is the third extension of the offer. The early tender date was originally set for Feb. 6. The exchange offers began on Jan. 24 and will expire at 5 p.m. ET on Feb. 22.

As previously announced, the offers are supported by a bondholder group holding about $598 million principal amount of the authority's notes and are meant to extend the maturity profile of its capital structure.

The authority will issue new notes in exchange for five series of notes as follows:

• 11½% second-lien senior secured notes due 2017 in exchange for its $200 million of 11½% second-lien senior secured notes due 2017;

• 10½% third-lien senior secured notes due 2016 in exchange for its $250 million of 6 1/8% senior notes due 2013 and $250 million of 8% senior subordinated notes due 2012; and

• 11% senior subordinated toggle notes due 2018 in exchange for its $225 million of 7 1/8% senior subordinated notes due 2014 and $150 million of 6 7/8% senior subordinated notes due 2015.

Consent solicitations

The authority is also soliciting consents to eliminate or waive substantially all of the restrictive covenants contained in the note indentures, eliminate some events of default, modify some covenants and modify or eliminate other provisions, including provisions relating to defeasance.

Holders who tender notes must also deliver consents and vice versa.

The authority is also soliciting consents to the proposed amendments from all holders who are not eligible to participate in the exchange offers in the retail consent solicitation. The early consent date for the retail consent solicitation, which coincided with the previous early tender date, was extended to the revised early tender date.

Exchange amounts

Holders who tender their 11½% notes in the offer will receive $1,000 principal amount of new notes and a $15 cash consent fee regardless of whether they tender before or after the early tender date.

For the remaining four series of notes, holders who tender by the early tender date will receive $1,000 principal amount of new notes and a $10 cash consent fee. Those who tender after the early tender date but before the offer expiration will receive $950 principal amount of new notes and a $5 cash consent fee.

The authority will also pay accrued interest up to but excluding the settlement date.

Withdrawal rights expired at 5 p.m. ET on Feb. 6.

Other plans

The authority previously said it would amend and restate its credit facility to reduce its total size to $475 million from $675 million and to extend the maturity date to March 31, 2015 from March 9, 2012.

In addition to the minimum tender condition, the exchange offers are conditioned on the completion of a first-lien debt offering and the amendment and restatement of the credit facility.

The new notes are being offered only to qualified institutional buyers under Rule 144A and to institutional accredited investors or to those other than U.S. investors under Regulation S.

The retail consent solicitation is being made only to those beneficial holders of the retail notes who are not qualified institutional buyers, institutional accredited investors or who are otherwise ineligible to participate in the exchange offers.

The information agent is D.F. King & Co., Inc. (212 493-6958, mohegan@dfking.com or dfking.com/Mohegan).

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

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