Mohegan Announces the Commencement of Offers to Exchange or Purchase for Cash Certain of its Unsecured Notes

UNCASVILLE, Conn., May 8, 2025 /PRNewswire/ -- Mohegan Tribal Gaming Authority ("Mohegan," the "Company,") today announced the commencement of offers to exchange or purchase for cash its outstanding 13.25% Senior Notes due 2027 (the "2027 Notes") and a solicitation of consents for proposed amendments to the indenture governing such notes.

On May 8, 2025, the Company and MS Digital Entertainment Holdings, LLC (the "Co-Issuer"), the Company's wholly-owned subsidiary, commenced offers (the "Offers") to exchange or purchase for cash the 2027 Notes held by eligible holders for, at the election of each eligible holder, either: (i) an equal principal amount of new 13.25% Senior Notes due 2029 (the "2029 Notes") to be issued by the Company and the Co-Issuer and guaranteed by certain of the Company's subsidiaries; or (ii) cash in U.S. dollars in an amount equal to the principal amount of 2027 Notes purchased. The offer to exchange 2027 Notes for 2029 Notes is for any and all of the 2027 Notes held by eligible holders. The cash offer is limited to the purchase of $50 million in principal amount of 2027 Notes, and cash elections will be subject to proration in the event that the aggregate principal amount of 2027 Notes tendered pursuant to cash elections exceeds $50 million.

In connection with the Offers, the Company and Co-Issuer are also soliciting consents (the "Consent Solicitation") for proposed amendments to the indenture governing the 2027 Notes (the "2027 Notes Indenture"). Upon receipt of the necessary consents, the Company will implement the proposed amendments to the 2027 Notes Indenture, which will become operative upon and subject to the settlement of the Offers.

The Offers and the Consent Solicitation will expire at 5:00 p.m., New York City time, on June 6, 2025, unless extended or earlier terminated by the Company and Co-Issuer. Tenders of 2027 Notes may be validly withdrawn (and the related consents may be validly revoked) at any time prior to 5:00 p.m., New York City time, on June 6, 2025, unless extended by the Company and the Co-Issuer, but not thereafter. Eligible holders whose 2027 Notes are accepted for exchange or purchase will also receive accrued and unpaid interest on such 2027 Notes from the last interest payment date to, but not including, the settlement date of the Offers.

The Offers will only be 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. The 2029 Notes that will be issued in the Offers will be issued in private transactions in reliance on exemptions from the registration requirements of the Securities Act. The 2029 Notes will not be registered under the Securities Act or any state or other securities laws and may not 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 are set forth in the documents relating to the Offers, which will be 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 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 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