0001193125-16-444385.txt : 20160309 0001193125-16-444385.hdr.sgml : 20160309 20160129171348 ACCESSION NUMBER: 0001193125-16-444385 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOHEGAN TRIBAL GAMING AUTHORITY CENTRAL INDEX KEY: 0001005276 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 061436334 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: ONE MOHEGAN SUN BOULEVARD CITY: UNCASVILLE STATE: CT ZIP: 06382 BUSINESS PHONE: 860-862-8000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOHEGAN BASKETBALL CLUB LLC CENTRAL INDEX KEY: 0001262643 IRS NUMBER: 030509165 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1 MOHEGAN GUN BLVD. CITY: UNCASVILLE STATE: CT ZIP: 06382 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOWNS RACING, L.P. CENTRAL INDEX KEY: 0001327016 IRS NUMBER: 202157338 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1280 HIGHWAY 315 CITY: WILKES-BARRE STATE: PA ZIP: 18702 BUSINESS PHONE: 570-825-6681 MAIL ADDRESS: STREET 1: 1280 HIGHWAY 315 CITY: WILKES-BARRE STATE: PA ZIP: 18702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MILL CREEK LAND, L.P. CENTRAL INDEX KEY: 0001327019 IRS NUMBER: 202157263 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1280 HIGHWAY 315 CITY: WILKES-BARRE STATE: PA ZIP: 18702 BUSINESS PHONE: 570-825-6681 MAIL ADDRESS: STREET 1: 1280 HIGHWAY 315 CITY: WILKES-BARRE STATE: PA ZIP: 18702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST CONCESSIONS, L.P. CENTRAL INDEX KEY: 0001327024 IRS NUMBER: 202157284 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1280 HIGHWAY 315 CITY: WILKES-BARRE STATE: PA ZIP: 18702 BUSINESS PHONE: 570-825-6681 MAIL ADDRESS: STREET 1: 1280 HIGHWAY 315 CITY: WILKES-BARRE STATE: PA ZIP: 18702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mohegan Ventures Wisconsin, LLC CENTRAL INDEX KEY: 0001598058 IRS NUMBER: 680645336 STATE OF INCORPORATION: CT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: ONE MOHEGAN SUN BOULEVARD CITY: UNCASVILLE STATE: CT ZIP: 06382 BUSINESS PHONE: 8608628000 MAIL ADDRESS: STREET 1: ONE MOHEGAN SUN BOULEVARD CITY: UNCASVILLE STATE: CT ZIP: 06382 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mohegan Ventures-Northwest LLC CENTRAL INDEX KEY: 0001598081 IRS NUMBER: 593788277 STATE OF INCORPORATION: CT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: ONE MOHEGAN SUN BOULEVARD CITY: UNCASVILLE STATE: CT ZIP: 06382 BUSINESS PHONE: 8608628000 MAIL ADDRESS: STREET 1: ONE MOHEGAN SUN BOULEVARD CITY: UNCASVILLE STATE: CT ZIP: 06382 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOHEGAN COMMERCIAL VENTURES PA, LLC CENTRAL INDEX KEY: 0001327188 IRS NUMBER: 061737551 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1280 HIGHWAY 315 CITY: WILKES-BARRE STATE: PA ZIP: 18702 BUSINESS PHONE: 570-825-6681 MAIL ADDRESS: STREET 1: 1280 HIGHWAY 315 CITY: WILKES-BARRE STATE: PA ZIP: 18702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BACKSIDE, L.P. CENTRAL INDEX KEY: 0001327018 IRS NUMBER: 202157233 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1280 HIGHWAY 315 CITY: WILKES-BARRE STATE: PA ZIP: 18702 BUSINESS PHONE: 570-825-6681 MAIL ADDRESS: STREET 1: 1280 HIGHWAY 315 CITY: WILKES-BARRE STATE: PA ZIP: 18702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wisconsin Tribal Gaming, LLC CENTRAL INDEX KEY: 0001598067 IRS NUMBER: 680645337 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: ONE MOHEGAN SUN BOULEVARD CITY: UNCASVILLE STATE: CT ZIP: 06382 BUSINESS PHONE: 8608628000 MAIL ADDRESS: STREET 1: ONE MOHEGAN SUN BOULEVARD CITY: UNCASVILLE STATE: CT ZIP: 06382 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mohegan Golf, LLC CENTRAL INDEX KEY: 0001598051 IRS NUMBER: 841719756 STATE OF INCORPORATION: CT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: ONE MOHEGAN SUN BOULEVARD CITY: UNCASVILLE STATE: CT ZIP: 06382 BUSINESS PHONE: 8608628000 MAIL ADDRESS: STREET 1: ONE MOHEGAN SUN BOULEVARD CITY: UNCASVILLE STATE: CT ZIP: 06382 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MTGA Gaming, LLC CENTRAL INDEX KEY: 0001598062 IRS NUMBER: 260636884 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: ONE MOHEGAN SUN BOULEVARD CITY: UNCASVILLE STATE: CT ZIP: 06382 BUSINESS PHONE: 8608628000 MAIL ADDRESS: STREET 1: ONE MOHEGAN SUN BOULEVARD CITY: UNCASVILLE STATE: CT ZIP: 06382 CORRESP 1 filename1.htm CORRESP

MOHEGAN TRIBAL GAMING AUTHORITY

One Mohegan Sun Boulevard

Uncasville, CT 06382

January 29, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-7010

 

  RE: Mohegan Tribal Gaming Authority
     Registration Statement on Form S-4
     Filed January 29, 2016

Ladies and Gentlemen:

Reference is made to the above referenced Registration Statement on Form S-4, as may be amended from time to time (the “Registration Statement”), of Mohegan Tribal Gaming Authority (the “Authority”), Mohegan Basketball Club LLC, Mohegan Commercial Ventures PA, LLC, Downs Racing, L.P., Backside, L.P., Mill Creek Land, L.P., Northeast Concessions, L.P., Mohegan Ventures-Northwest, LLC, Mohegan Golf, LLC, Mohegan Ventures Wisconsin, LLC, Wisconsin Tribal Gaming, LLC and MTGA Gaming, LLC (collectively, including the Authority, the “Registrants”), registering the offer to exchange (the “Exchange Offer”) an aggregate principal amount of up to $85,000,000 of the Authority’s 9.75% senior notes due 2021 (together with the guarantees thereof, the “New Notes”) for an equal principal amount of our outstanding 9.75% senior notes due 2021 of the Authority issued on August 11, 2015 (together with the guarantees thereof, the “Old Notes”). The Old Notes are an additional issuance of our 9.75% senior notes due 2021, of which $500,000,000 aggregate principal amount were originally issued on August 15, 2013 in a private offering and subsequently all exchanged for an equivalent principal amount of registered notes issued on March 12, 2014. The Registrants are registering the Exchange Offer in reliance on the position of the staff of the Securities and Exchange Commission (the “Staff”) enunciated in Exxon Capital Holdings Corporation (April 13, 1989), Morgan Stanley & Co. Incorporated (June 5, 1991) and Shearman & Sterling (July 2, 1993).

This will confirm that the Registrants have not entered into any arrangement or understanding with any person to distribute the New Notes and, to the best of the Registrants’ information and belief, each person participating in the Exchange Offer is acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes. In this regard, the Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that if the Exchange Offer is being registered for the purpose of secondary resales, any securityholder using the Exchange Offer to participate in a distribution of the New Notes (1) could not rely on the Staff position enunciated in Exxon Capital Holdings Corporation (April 13, 1989) or similar

letters and (2) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with any sale or transfer of the New Notes, unless the sale or transfer is made pursuant to an exemption from those requirements. The Authority acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

In addition, the Registrants will (i) make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer who holds Old Notes acquired for its own account as a result of market making activities or other trading activities, and who receives New Notes in exchange for such Old Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes and (ii) include in the transmittal letter to be executed by an exchange offeree in order to participate in the Exchange Offer a provision to the following effect:

If the undersigned or any beneficial owner is a broker-dealer, the undersigned and such beneficial owner: (1) represents that it is participating in the Exchange Offer for its own account and is exchanging Old Notes that were acquired by it as a result of market-making or other trading activities, (2) confirms that it has not entered into any arrangement or understanding with the issuer or an affiliate of the issuer to distribute the New Notes and (3) acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, such broker dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act.

See Shearman & Sterling (July 2, 1993).

[SIGNATURE PAGE FOLLOWS]

  Sincerely,
  MOHEGAN TRIBAL GAMING AUTHORITY
By:  

/S/ ROBERT J. SOPER

  Name:   Robert J. Soper
  Title:   President and Chief Executive Officer
  BACKSIDE, L.P.
  DOWNS RACING, L.P.
  MILL CREEK LAND, L.P.
  MOHEGAN BASKETBALL CLUB LLC
  MOHEGAN COMMERCIAL VENTURES PA, LLC
  MOHEGAN GOLF, LLC
  MOHEGAN VENTURES-NORTHWEST, LLC
  MOHEGAN VENTURES WISCONSIN, LLC
  MTGA GAMING, LLC
  NORTHEAST CONCESSIONS, L.P.
  WISCONSIN TRIBAL GAMING, LLC
By:  

/S/ ROBERT J. SOPER

  Name:   Robert J. Soper
  Title:   Authorized Person on behalf of each
    of the above named Guarantors

 

cc: Joshua A. Feltman, Wachtell, Lipton, Rosen & Katz