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): November 19, 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. |
New Senior Secured Credit Facilities
On November 19, 2013, the Mohegan Tribal Gaming Authority (the “Authority” or “Borrower”) entered into a loan agreement (the “Loan Agreement”) among the Authority, the Mohegan Tribe of Indians of Connecticut (the “Tribe”), the guarantors party thereto, RBS Citizens, N.A. as administrative and collateral agent (the “Agent”), and the other lenders and financial institutions party thereto, providing for $955 million in aggregate principal amount of senior secured credit facilities (the “Senior Secured Credit Facilities”), comprised of a $100 million senior secured revolving credit facility (the “Revolving Facility”), a $125 million senior secured term loan A facility (the “Term Loan A Facility”), and a $730 million senior secured term loan B facility (the “Term Loan B Facility). The Senior Secured Credit Facilities mature on July 15, 2018, subject to extension based on the satisfaction of certain conditions to November 19, 2018 (in the case of the Revolving Facility and the Term Loan A Facility) and November 19, 2019 (in the case of the Term Loan B Facility).
The Term Loan A Facility will amortize in equal quarterly installments in an aggregate annual amount equal to 5.0% of the principal amount of the Term Loan A Facility for the first year after the closing date, 7.5% of the principal amount of the Term Loan A Facility for the second year after the closing date, and 10.0% of the aggregate principal amount of the Term Loan A Facility in each year thereafter, with the balance payable on the maturity date of the Term Loan A Facility. The Term Loan B facility will amortize in equal quarterly installments in an aggregate annual amount equal to 1.0% of the aggregate principal of the Term B loan. Amortization of the Term Loan A Facility and Term Loan B Facility will begin with the first full fiscal quarter after the closing date. The proceeds of the Term Loan A Facility and Term Loan B Facility, together with a drawing under the Revolving Facility, were used to repurchase the Authority’s 11.5% Second Lien Senior Secured Notes due 2017 tendered pursuant to the Authority’s offer dated November 4, 2013, to otherwise satisfy and discharge the obligations in respect of such notes (as described below) and to satisfy in full all amounts due under the Borrower’s Fourth Amended and Restated Loan Agreement with Bank of America, N.A. (“Bank of America”) as administrative agent and its Loan Agreement with Wells Fargo Gaming Capital, LLC (“Wells Fargo”) as administrative agent. The Revolving Facility will otherwise be available for general corporate purposes.
The Loan Agreement contains customary covenants applicable to the Authority and its restricted subsidiaries, including covenants governing: incurrence of indebtedness, incurrence of liens, payment of dividends and other distributions, investments, asset sales, affiliate transactions, mergers or consolidations and capital expenditures. Additionally, the Loan Agreement includes financial maintenance covenants pertaining to total leverage, secured leverage and minimum fixed charge coverage.
Borrowings under the Senior Secured Credit Facilities will incur interest as follows: (i) for base rate loans under the Revolving Facility and Term Loan A Facility, a base rate equal to the highest of (x) the prime rate, (y) the federal funds rate plus 50 basis points and (z) the one-month LIBOR rate plus 100 basis points (the highest of (x), (y) and (z), the “base rate”), plus a leverage-based margin of 250 to 350 basis points; (ii) for Eurodollar rate loans under the Revolving Facility and Term Loan A Facility, the applicable LIBOR rate plus a leverage-based margin of 350 to 450 basis points; (iii) for base rate loans under the Term Loan B Facility, the base rate plus 350 basis points; and (iv) for Eurodollar loans under the Term B Facility, the applicable LIBOR rate (subject to a 1.00% LIBOR floor) plus 450 basis points. The Authority is also required to pay a leverage-based undrawn commitment fee on the Revolving Facility of between 37.5 and 50 basis points. Interest on Eurodollar rate loans is payable at the end of each applicable interest period for periods of three months or less and for loans of more than three months, each March, June, September or December that occurs after the beginning of such interest period. Interest on base rate advances is payable quarterly in arrears.
The Senior Secured Credit Facility is fully and unconditionally guaranteed, jointly and severally, by each of 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 “Guarantors”; and the Guarantors other than Mohegan Basketball Club LLC, the “Grantors”). The collateral securing the Senior Secured Credit Facility constitutes substantially all of the Authority’s and Grantors’ property and assets.
The foregoing description of certain provisions of the Senior Secured Credit Facility is qualified in its entirety by reference to the full text of the Loan Agreement, a copy of which will be filed with the Authority’s next periodic report.
2017 Notes Supplemental Indenture and Satisfaction and Discharge of 2017 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 11.5% Second Lien Senior Secured Notes due 2017 (the “2017 notes”) that were issued under its March 6, 2012 Indenture (the “2017 notes indenture”) expired on November 18, 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 2017 notes to effect certain proposed amendments to the 2017 notes indenture. On November 19, 2013, the Authority, the guarantors, the Tribe and the trustee for the 2017 notes consummated the consent solicitation by entering into that certain Supplemental Indenture No. 2 to the 2017 notes indenture (the “2017 notes supplemental indenture”). The 2017 notes supplemental indenture eliminated a substantial number of the covenants in the 2017 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. On November 19, 2013, the Authority called for redemption all of the 2017 notes that were not validly tendered by the November 18, 2013 early tender deadline. The Authority satisfied and discharged the 2017 notes indenture by depositing with the trustee sufficient funds to fund the redemption on December 19, 2013 and to pay accrued and unpaid interest on the redeemed notes to the redemption date. Upon the satisfaction and discharge of the 2017 notes, the liens in favor of the collateral agent for the 2017 notes on the assets of the Authority and its subsidiaries that guaranteed the 2017 notes were automatically released.
The foregoing description of certain provisions of the 2017 notes supplemental indenture is qualified in its entirety by reference to the full text of such agreement, a copy of which will be filed with the Authority’s next periodic report.
| 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 termination of the existing Fourth Amended Restated Loan Agreement with Bank of America, the Loan Agreement with Wells Fargo, and the satisfaction and discharge of the 2017 notes indenture are incorporated herein by reference.
Satisfaction and Discharge of Old Second Lien Notes
On November 19, 2013, the Authority called for redemption all $200,000 of its 11.5% Second Lien Senior Secured Notes due 2017 (the “old second lien notes”) that were issued under that certain Indenture, dated as of October 26, 2009 (as amended, the “old second lien indenture”). The old second lien notes will be redeemed on December 19, 2013. Also on November 19, 2013, the Authority satisfied and discharged the old second lien indenture by depositing with the trustee sufficient funds to fund the redemption of the old second lien notes on December 19, 2013 and to pay accrued and unpaid interest on the redeemed notes to the redemption date. In connection therewith, the liens in favor of the collateral agent for the old second lien notes on the assets of the Authority and its subsidiaries that guaranteed the old second lien notes were automatically released.
| 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 2017 notes not validly tendered by the early tender deadline and in Item 1.02 with respect to the Authority’s call for redemption of all of the old 2017 notes are incorporated herein by reference.
Section 8 – Other Events
| Item 8.01 | Other Events. |
On November 19, 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 2017 notes, (ii) the Authority’s call for redemption of the 2017 notes not validly tendered by the early tender deadline, (iii) the Authority’s call for redemption of the old 2017 notes, and (iv) the closing of the Senior Secured Credit Facilities.
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 November 19, 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: November 20, 2013 | By: | /s/ Kevin P. Brown | ||||
| Kevin P. Brown | ||||||
| Chairman, Management Board | ||||||
Exhibit 99.1
MOHEGAN TRIBAL GAMING AUTHORITY ANNOUNCES
RESULTS OF TENDER OFFER FOR ITS 11.5% SECOND LIEN SENIOR SECURED NOTES
DUE 2017 THROUGH THE EARLY TENDER DEADLINE
AND CLOSING OF NEW SENIOR SECURED CREDIT FACILITIES
Uncasville, CT, November 19, 2013 – The Mohegan Tribal Gaming Authority (the “Authority”) announced today several developments regarding its previously announced refinancing transactions.
Second 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 $199,800,000 of its outstanding 11.5% Second Lien Senior Secured Notes due 2017 (the “2017 Notes”) expired on November 18, 2013 at 5:00 p.m., New York City time (the “Early Tender Deadline”). As of the Early Tender Deadline, holders of $199,765,000, or approximately 99.98%, of the total outstanding principal amount of the 2017 Notes had tendered their notes and provided consents. The consents received exceed the amount needed to approve the proposed amendments to the March 6, 2012 indenture under which the 2017 Notes were issued (the “Indenture”). The Authority also announced that withdrawal rights with respect to the 2017 Notes tendered in the Tender Offer expired at 5:00 p.m., New York City time, on November 18, 2013.
The Authority has elected to exercise its early purchase option described in the Offer to Purchase and Consent Solicitation Statement, dated November 4, 2013 (the “Statement”), relating to the Tender Offer. Holders of the 2017 Notes who validly tendered and did not validly withdraw their notes at or prior to the Early Tender Deadline will receive on November 19, 2013 (the “Early Payment Date”), the total consideration of $1,160.00 per $1,000 principal amount of 2017 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 2017 Notes, plus accrued and unpaid interest from the last interest payment date for the 2017 Notes to, but not including, the Early Payment Date.
The Tender Offer will expire at 12:00 midnight, New York City time, on December 3, 2013. Holders of 2017 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 $1,130.00 per $1,000 principal amount of 2017 Notes validly tendered, plus accrued and unpaid interest from the last interest payment date for the 2017 Notes to, but not including, the purchase date therefor.
The Authority’s obligation to accept any 2017 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.
RBS Securities Inc. 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 for the tender offer and the consent solicitation. RBS Securities Inc. can be contacted at (877) 297-9832 or (203) 897-6145.
Redemption of 2017 Notes Not Validly Tendered by Early Tender Deadline
The Authority also announced today that it has called for redemption all 2017 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 2017 Notes not validly tendered prior to the expiration of the Tender Offer will be redeemed on December 19, 2013.
Redemption of Old Second Lien Notes
The Authority also announced today that it has called for redemption all $200,000 of its 11.5% Second Lien Secured Notes due 2017 (the “Old Second Lien Notes”) outstanding under that certain Indenture, dated as of October 26, 2009, in accordance with the redemption provisions thereof and has satisfied and discharged its obligations thereunder. The Old Second Lien Notes will be redeemed on December 19, 2013.
Closing of New Senior Secured Credit Facilities
On November 19, 2013, the Authority announced that it had entered into a Loan Agreement with RBS Citizens, N.A., as Administrative Agent, providing for $955 million in new senior secured credit facilities, comprised of a $100 million senior secured revolving credit facility, a $125 million senior secured term loan A facility, and a $730 million senior secured term loan B facility. The net proceeds from these facilities were used to finance the transactions described in this press release, and to repay amounts outstanding under the Authority’s Fourth Amended and Restated Loan Agreement, with Bank of America, N.A., as Administrative Agent, and the Authority’s Loan Agreement, with Wells Fargo Gaming Capital, LLC, as Administrative Agent, which were thereupon terminated, and to pay related fees and expenses.
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.
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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, November 19, 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
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