UNCASVILLE, Conn., June 9, 2025 — Mohegan Tribal Gaming Authority (“Mohegan” or the “Company”) and MS Digital Entertainment Holdings, LLC (the “Co-Issuer”), the Company’s wholly-owned subsidiary, today announced the expiration and final results of the previously announced (i) offers (the “Offers”) to exchange for new 13.25% Senior Notes due 2029 (the “2029 Notes”) or purchase for cash Mohegan’s outstanding 13.25% Senior Notes due 2027 (the “2027 Notes”) held by eligible holders and (ii) related solicitation of consents (the “Consent Solicitation”) for proposed amendments to the indenture governing the 2027 Notes (the “2027 Notes Indenture”).
The Offers and Consent Solicitation expired at 5:00 p.m., New York City time, on June 6, 2025 (the “Expiration Time”). The deadline to withdraw any 2027 Notes tendered in the Offers and to revoke related consents was also the Expiration Time, and the deadline was not extended. Therefore, any 2027 Notes validly tendered in the Offers can no longer be withdrawn and the related consents may no longer be revoked.
As of the Expiration Time, $175,609,000 in aggregate principal amount of the 2027 Notes had been validly tendered and not validly withdrawn (and the related consents validly given and not validly revoked). The Offers and Consent Solicitation were made pursuant to the terms and subject to the conditions set forth in the confidential offering memorandum and consent solicitation statement dated May 8, 2025, as amended by a supplement dated May 22, 2025 (as amended, the “Offering Memorandum”). Upon the terms and subject to the conditions set forth in the Offering Memorandum, the Company and the Co-Issuer have accepted all 2027 Notes validly tendered and not validly withdrawn by the Expiration Time and expect that they will issue $172,682,000 aggregate principal amount of 2029 Notes and pay $2,927,000 in cash (in each case, plus accrued and unpaid interest on the applicable validly tendered 2027 Notes) in exchange for the validly tendered 2027 Notes. In addition, the Company and the Co-Issuer have received the necessary consents to implement the proposed amendments to the 2027 Notes Indenture, which will become operative upon and subject to the settlement of the Offers. The final settlement of the Offers and Consent Solicitation is expected to occur on June 10, 2025.
The settlement of the previously agreed exchange (the “Tribe Exchange”) of $100,000,000 in aggregate principal amount of 2027 Notes owned by the Mohegan Tribe of Indians of Connecticut for an equivalent principal amount of new 13.25% senior unsecured notes due 2032 of the Company and the Co-Issuer (the “2032 Notes”) is also expected to occur on or about June 10, 2025.
The Offers were only made, and the 2029 Notes are only being offered and will only be issued, to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. Both the 2029 Notes that will be issued in the Offers and the 2032 Notes that will be issued in the Tribe Exchange will be issued in private transactions in reliance on exemptions from the registration requirements of the Securities Act. Neither the 2029 Notes nor the 2032 Notes will be registered under the Securities Act or any state or other securities laws and neither may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
The complete terms and conditions of the Offers were set forth in the documents relating to the Offers, which were distributed to eligible holders.
No Offer or Solicitation
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, including the 2027 Notes, the 2029 Notes, the 2032 Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the 2027 Notes, the 2029 Notes, the 2032 Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
About Mohegan
Mohegan is the owner, developer, and manager of premier entertainment resorts in the United States and Canada. Mohegan’s U.S. operations include resorts in Connecticut and Pennsylvania and Canadian operations are based in Niagara Falls, Ontario. The brand’s iGaming division, Mohegan Digital, provides cutting-edge online gaming solutions to Mohegan’s loyal fan base and meets the digital needs of North American customers. Mohegan is owner and operator of Connecticut Sun, a professional basketball team in the WNBA. For more information on Mohegan and its properties, please visit www.mohegangaming.com.
Cautionary Statements Regarding Forward-Looking Information
Some information included within this press release contains forward-looking statements. Such statements may include information relating to the settlement of certain transactions, business development activities, as well as capital spending, financing sources, the effects of regulation, including gaming and tax regulation, and increased competition. These statements can sometimes be identified by our use of forward-looking words such as “may,” “will,” “anticipate,” “estimate,” “expect” or “intend” and similar expressions. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated future results and, accordingly, such results may differ materially from those expressed in any forward-looking statements made by us or on our behalf. The forward-looking statements included within this press release are made only as of the date of this press release. We do not undertake any obligation to update or supplement any forward-looking statements to reflect subsequent events or circumstances. We cannot assure you that projected results or events will be achieved or will occur.
Contact:
Joffre Wells
Mohegan
VP Capital Markets
Investor Relations & Corporate Treasurer
(860) 862-9135
SOURCE Mohegan
