UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 14, 2013
MOHEGAN TRIBAL GAMING AUTHORITY
(Exact name of registrant as specified in its charter)
| Not Applicable | 033-80655 | 06-1436334 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| One Mohegan Sun Boulevard, Uncasville, CT | 06382 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (860) 862-8000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 1 – Registrant’s Business and Operations
| Item 1.01 | Entry into a Material Definitive Agreement. |
2021 Notes Indenture
On August 15, 2013, the Mohegan Tribal Gaming Authority (the “Authority”) closed a private placement of $500 million in aggregate principal amount of senior notes due 2021 (the “2021 notes”) under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). Upon closing of the private placement, the Authority, the initial guarantors (as defined below) and the Mohegan Tribe of Indians of Connecticut (the “Tribe”) entered into an indenture agreement (the “2021 notes indenture”) with the trustee for the 2021 notes.
The 2021 notes bear fixed interest payable at a rate of 9.75% per annum and mature on September 1, 2021. Interest on the 2021 notes is payable semi-annually in arrears on March 1 and September 1, with the first interest payment scheduled for March 1, 2014. The 2021 notes are uncollateralized general obligations of the Authority, which are effectively subordinated to all of the Authority’s existing and future senior secured indebtedness, including the Authority’s bank credit facilities, to the extent of the value of the assets securing such indebtedness. The 2021 notes are also effectively subordinated to any indebtedness and other liabilities (including trade payables) of the Authority’s subsidiaries that do not guarantee the 2021 notes. The 2021 notes rank equally in right of payment with the Authority’s other unsecured, unsubordinated indebtedness, including trade payables and the senior portion of the Authority’s payment obligations under its relinquishment agreement with Trading Cove Associates. The 2021 notes are guaranteed by Downs Racing, L.P., Backside, L.P., Mill Creek Land, L.P., Northeast Concessions, L.P., Mohegan Commercial Ventures-PA, LLC, Mohegan Basketball Club LLC, Mohegan Ventures-Northwest, LLC, Mohegan Golf, LLC, Mohegan Ventures Wisconsin, LLC, Wisconsin Tribal Gaming, LLC and MTGA Gaming, LLC (the “initial guarantors”) and each other restricted subsidiary of the Authority that becomes a guarantor in accordance with the terms of the 2021 notes indenture.
At any time prior to September 1, 2016, the Authority may redeem the 2021 notes, in whole or in part, at a price equal to 100% of the principal amount of the 2021 notes redeemed plus accrued and unpaid interest and additional interest (pursuant to the registration rights agreement described below), if any, to the date of redemption and a “make-whole premium.” The 2021 notes are redeemable at the Authority’s option, in whole or in part, at any time on or after September 1, 2016, at specified redemption prices, together with accrued and unpaid interest and additional interest, if any, to the date of redemption. If the Authority experiences specific kinds of change-of-control triggering events, it is required to make an offer to purchase the 2021 notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, to the purchase date. Additionally, if the Authority undertakes specific kinds of asset sales and does not use the related sale proceeds for specified purposes, the Authority may be required to offer to repurchase the 2021 notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest and additional interest, if any. In certain circumstances, if any gaming regulatory authority requires a holder or beneficial owner of the 2021 notes to be licensed, qualified or found suitable under applicable gaming laws, and such holder or beneficial owner does not obtain such license, qualification or finding of suitability within a specified time, the Authority can require such holder or beneficial owner to dispose of its 2021 notes or call for redemption the 2021 notes held by such holder or beneficial owner at a purchase price equal to accrued and unpaid interest, including additional interest, if any, plus the lesser of 100% of the principal amount thereof or the price paid for such notes by such holder or beneficial owner.
The 2021 notes indenture contains certain covenants that, subject to certain significant exceptions, limit, among other things, the Authority’s and guarantors’ ability to incur additional debt, pay dividends or distributions, make certain investments, create liens on assets, enter into transactions with affiliates, merge or consolidate with another company or transfer and sell assets. The 2021 notes indenture includes customary events of default, including, but not limited to, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay certain other indebtedness the occurrence of which is caused by a failure to pay principal, premium or interest or results in the acceleration of such indebtedness, certain events of bankruptcy and insolvency and certain judgment defaults.
Registration Rights Agreement
On August 15, 2013, the Authority and the initial guarantors entered into a registration rights agreement with Credit Suisse Securities (USA) LLC and RBS Securities Inc. as representatives of the initial purchasers of the 2021 notes. Upon the terms and subject to the conditions of this agreement, the Authority agreed to offer to exchange the 2021 notes pursuant to a registration statement effective within 240 days of issuance for a new issue of substantially identical debt securities registered under the Securities Act. Under certain circumstances, the Authority also may be obligated under the registration rights agreement to file a shelf registration statement with respect to the 2021 notes.
2016 Notes Supplemental Indenture and Satisfaction and Discharge of 2016 Notes
The early tender period with respect to the Authority’s previously disclosed cash tender offer and consent solicitation for any and all of its outstanding 10.5% Third Lien Senior Secured Notes due 2016 (the “2016 notes”) expired on August 14, 2013 at 5:00 p.m., New York City time (the “early tender deadline”). As of the early tender deadline, the Authority received sufficient consents from holders of the outstanding 2016 notes to effect certain proposed amendments to the indenture governing the 2016 notes (the “2016 notes indenture”). On August 15, 2013, the Authority, the initial guarantors, the Tribe and the trustee for the 2016 notes consummated the consent solicitation by entering into Supplemental Indenture No. 1 to the 2016 notes indenture (the “2016 notes supplemental indenture”). The 2016 notes supplemental indenture eliminated a substantial number of the covenants in the 2016 notes indenture, including covenants limiting the ability of the Authority and its restricted subsidiaries to incur additional debt, pay dividends or distributions, make certain investments, create liens on assets, enter into transactions with affiliates, merge or consolidate with another company, or transfer and sell assets. As a result, the covenants set forth in the 2016 notes indenture, as amended by the 2016 notes supplemental indenture, became substantially less restrictive than those in the 2021 notes indenture. On August 15, 2013, the Authority called for redemption all of the 2016 notes that were not validly tendered by the August 14, 2013 early tender deadline. The Authority satisfied and discharged the 2016 notes indenture by depositing with the trustee sufficient funds to fund the redemption on September 14, 2013 and to pay accrued and unpaid interest on the redeemed notes to the redemption date. Upon the satisfaction and discharge of the 2016 notes, the liens in favor of the collateral agent for the 2016 notes on the assets of the Authority and its subsidiaries that guaranteed the 2016 notes were automatically released.
The foregoing description of certain provisions of the 2021 notes indenture, the registration rights agreement, and the 2016 notes supplemental indenture is qualified in its entirety by reference to the full text of such agreements, each of which the Authority intends to file as exhibits to its Annual Report on Form 10-K for the fiscal year ended September 30, 2013.
| Item 1.02 | Termination of a Material Definitive Agreement. |
The disclosures in Item 1.01 of this Current Report on Form 8-K with respect to the satisfaction and discharge of the 2016 notes indenture are incorporated herein by reference.
Section 2 – Financial Information
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosures in Item 1.01 of this Current Report on Form 8-K with respect to the 2021 notes are incorporated herein by reference.
| Item 2.04 | Triggering Events That Accelerate or Increase a Direct Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
The disclosures in Item 1.01 of this Current Report on Form 8-K with respect to the Authority’s call for redemption of all of the 2016 notes not validly tendered by the early tender deadline are incorporated herein by reference.
Section 8 – Other Events
| Item 8.01 | Other Events. |
On August 15, 2013, the Authority issued a press release announcing (i) the results through the early tender deadline of the Authority’s tender offer to purchase for cash any and all of the 2016 notes, (ii) the Authority’s call for redemption of the 2016 notes not validly tendered by the early tender deadline, (iii) the closing of the private placement of the 2021 notes and (iv) that, on August 14, 2013, the Authority paid the consent fee to holders of its 11.5% Second Lien Senior Secured Notes due 2017 (the “2017 notes”) who validly delivered (and did not validly revoke) their consent by July 30, 2013 to the proposed amendments to the indenture governing the 2017 notes, which the Authority had requested pursuant to its previously disclosed consent solicitation.
A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The press release and related information also may be found on the Authority’s website at www.mtga.com, under “Investor Relations/Financial News.”
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following exhibit is filed as part of this report:
| 99.1 | Press Release of the Mohegan Tribal Gaming Authority, dated August 15, 2013. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MOHEGAN TRIBAL GAMING AUTHORITY | ||||||||
| Date: August 16, 2013 | By: | /s/ Bruce S. Bozsum | ||||||
| Bruce S. Bozsum | ||||||||
| Chairman, Management Board | ||||||||
Exhibit 99.1
MOHEGAN TRIBAL GAMING AUTHORITY ANNOUNCES
RESULTS OF ITS TENDER OFFER FOR ITS 10.5% THIRD LIEN SENIOR SECURED NOTES DUE 2016
THROUGH THE EARLY TENDER DEADLINE
AND CLOSING OF ITS $500 MILLION OFFERING OF SENIOR NOTES DUE 2021
ALSO ANNOUNCES CONSENT PAYMENT TO HOLDERS OF ITS
11.5% SECOND LIEN SENIOR SECURED NOTES DUE 2017
Uncasville, CT, August 15, 2013 – The Mohegan Tribal Gaming Authority (the “Authority”) announced today several developments regarding its previously announced refinancing transactions.
Third Lien Tender Offer Update
The Authority announced that the early tender period with respect to its previously announced cash tender offer and consent solicitation (the “Tender Offer”) for any and all of its outstanding 10.5% Third Lien Senior Secured Notes Due 2016 (the “2016 Notes”) expired on August 14, 2013 at 5:00 p.m., New York City time (the “Early Tender Deadline”). As of the Early Tender Deadline, holders of $393,559,000, or approximately 94.20%, of the total outstanding principal amount of the 2016 Notes had tendered their notes and provided consents. The consents received exceed the amount needed to approve the proposed amendments to the indenture under which the 2016 Notes were issued (the “Indenture”). The Authority also announced that withdrawal rights with respect to 2016 Notes tendered in the Tender Offer expired at 5:00 p.m., New York City time, on August 14, 2013.
The Authority has elected to exercise its early purchase option described in the Offer to Purchase and Consent Solicitation Statement, dated July 30, 2013 (the “Statement”), relating to the Tender Offer. Holders of the 2016 Notes who validly tendered and did not validly withdraw their notes at or prior to the Early Tender Deadline will receive on August 15, 2013 (the “Early Payment Date”), the total consideration of $1,006.25 per $1,000 principal amount of 2016 Notes validly tendered at or before the Early Tender Deadline and accepted in the Tender Offer, which includes an early tender payment of $30.00 for each $1,000 principal amount of 2016 Notes, plus accrued and unpaid interest from the last interest payment date for the 2016 Notes to, but not including, the Early Payment Date.
The Tender Offer will expire at 12:00 midnight, New York City time, on August 28, 2013. Holders of 2016 Notes who validly tender their notes after the Early Tender Deadline but before the expiration of the Tender Offer will receive only the tender offer consideration of $976.25 per $1,000 principal amount of 2016 Notes validly tendered, plus accrued and unpaid interest from the last interest payment date for the 2016 Notes to, but not including, the purchase date therefor.
The Authority’s obligation to accept any 2016 Notes tendered and to pay the consideration for them is set forth solely in the Statement and related Letter of Transmittal and Consent. The Tender Offer is made only by, and pursuant to the terms of, the Statement, and the information in this press release is qualified by reference to the Statement and the related Letter of Transmittal and Consent. Subject to applicable law, the Authority may amend, extend, or, subject to certain conditions, terminate the Tender Offer.
Credit Suisse Securities (USA) LLC is acting as dealer manager for the tender offer and solicitation agent for the consent solicitation and D.F. King & Co., Inc. is acting as information agent and tender agent and depositary for the tender offer and the consent solicitation. Credit Suisse Securities (USA) LLC can be contacted at (800) 820-1653 or (212)-538-2147.
Redemption of 2016 Notes Not Validly Tendered by Early Tender Deadline
The Authority also announced today that it has called for redemption all 2016 Notes that were not validly tendered as of the Early Tender Deadline in accordance with the redemption provisions of the Indenture and has satisfied and discharged its obligations under the Indenture and the related security documents in accordance with the satisfaction and discharge provisions of the Indenture. The 2016 Notes will be redeemed on September 14, 2013.
Closing of Senior Notes Offering
On August 15, 2013, the Authority closed its previously announced private placement of $500 million of 9.75% Senior Notes due 2021. The net proceeds from this offering, together with borrowings under the Authority’s bank credit facility, were used to finance the transactions described in this press release, to repurchase in privately negotiated transactions approximately $69 million of its 11% Senior Subordinated Notes due 2018, and to pay related fees and expenses.
Payment of Second Lien Consent Fee
On August 14, 2013, the Authority paid the consent fee of $2.50 per $1,000 principal amount to holders of its 11.5% Second Lien Senior Secured Notes due 2017 (the “2017 Notes”) who validly delivered (and did not validly revoke) by July 30, 2013 their consent to proposed amendments (the “Proposed Amendments”) to the indenture governing the 2017 Notes, which the Authority had requested pursuant to its previously announced consent solicitation. As a result, certain provisions of the previously executed supplemental indenture incorporating the Proposed Amendments became operative on August 14, 2013.
This press release is for informational purposes only and does not constitute a notice of redemption under the redemption provisions of the Indenture, nor does it constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.
About the Authority
The Authority is an instrumentality of the Mohegan Tribe of Indians of Connecticut, or the Tribe, a federally-recognized Indian tribe with an approximately 544-acre reservation situated in southeastern Connecticut, adjacent to Uncasville, Connecticut. The Authority has been granted the exclusive authority to conduct and regulate gaming activities on the existing reservation of the Tribe, including the operation of Mohegan Sun, a gaming and entertainment complex located on a 185-acre site on the Tribe’s reservation. Through its subsidiary, Downs Racing, L.P., the Authority also owns and operates Mohegan Sun at Pocono Downs, a gaming and entertainment facility located on a 400-acre site in Plains Township, Pennsylvania, and several off-track wagering facilities located elsewhere in Pennsylvania.
The Tribe’s gaming operation at Mohegan Sun is one of only two legally authorized gaming operations in southern New England offering traditional slot machines and table games. Mohegan Sun currently operates in an approximately 3.1 million square-foot facility, which includes Casino of the Earth, Casino of the Sky, Casino of the Wind, 100,000 square feet of retail space, including The Shops at Mohegan Sun, a 10,000-seat Mohegan Sun Arena, a 350-seat Cabaret Theatre, 100,000 square feet of meeting and convention space and the approximately 1,200-room luxury Sky Hotel Tower. Mohegan Sun at Pocono Downs operates in an approximately 400,000-square-foot facility, offering traditional slot machines and table games, live harness racing and simulcast and off-track wagering, several dining and retail options and a bus passenger lounge. More information about the Authority and its properties can be obtained by visiting www.mohegansun.com, www.mohegansunpocono.com or www.mtga.com.
Forward-Looking Statements
Some information included in this press release may contain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements can sometimes be identified by the use of forward-looking words such as “may,” “will,” “anticipate,” “estimate,” “expect” or “intend” and similar expressions. Such forward-looking information may involve important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ materially from those expressed in any forward-looking statements made by or on behalf of the Authority. Information concerning potential factors that could affect the Authority’s financial results is included in its Annual Report on Form 10-K for the fiscal year ended September 30, 2012, as well as in the Authority’s other reports and filings with the Securities and Exchange Commission. Any forward-looking statements included in this press release are made only as of the date of this release. The Authority does not undertake any obligation to update or supplement any forward-looking statements to reflect subsequent events or circumstances. The Authority cannot assure that projected results or events will be achieved or will occur.
Press Release:
Mohegan Tribal Gaming Authority, Uncasville, Connecticut, August 15, 2013
Contacts:
Mitchell Grossinger Etess
Chief Executive Officer
Mohegan Tribal Gaming Authority
(860) 862-8000
Mario C. Kontomerkos
Chief Financial Officer
Mohegan Tribal Gaming Authority
(860) 862-8000