Mohegan Takes New Refinancing Step, Issues $1.2BN Secured Notes

The owner, developer, and manager of premier entertainment resorts in the U.S. and Canada, Mohegan Tribal Gaming Authority, has taken a major step toward a more complex financial restructuring plan by issuing $1.2 billion in new secured notes. 

New Refinancing Efforts

This move marks the beginning of a series of refinancing efforts that will include a private note exchange and a new credit agreement.

On April 10, Mohegan Escrow Issuer, LLC, a wholly-owned subsidiary of Mohegan, closed on a private placement of $750 million in 8.250% first-priority senior secured notes due 2030 and $450 million in 11.875% second-priority senior secured notes due 2031. 

The funds raised from this offering have been placed in escrow for now.

Once certain conditions are met, those escrowed funds will be released. At that point, the debt obligations will officially shift to Mohegan itself and its affiliate, MS Digital Entertainment Holdings, LLC.

Moreover, the new notes will also be backed by guarantees from other company subsidiaries.

One of those key conditions is the successful completion of a private note exchange, where Mohegan plans to swap around $226 million of its existing 13.25% senior unsecured notes due 2027 for $250 million of the newly issued 11.875% second priority senior secured notes due 2031. 

Fresh Five-Year Credit Agreement

In addition, Mohegan anticipates signing a new five-year, $250-million senior secured revolving credit facility with a group of partner banks. 

This credit agreement is also a prerequisite for the release of the escrowed funds.

If everything goes according to plan, Mohegan will use the money from this offering, combined with the new credit facility and existing cash reserves, to pay off its current 8.000% second priority senior secured notes due 2026, retire all outstanding loans under its prior credit line, and cover related fees and expenses.

If, however, the conditions for releasing the escrowed funds are not met by May 10, the escrow issuer must redeem the notes.

It’s worth noting that these new notes were offered through a private placement to “qualified institutional buyers” under Rule 144A and to certain non-U.S. investors under Regulation S and are not registered under U.S. securities laws.

At the start of the year, Gimme Credit’s expert analyst, Kim Noland, expressed his views on Mohegan’s declining credit profile, calling it the result of its inability to secure a waiver and the imminent maturity of important obligations. 

In February, Bain Capital took control of Inspire Entertainment Resort in Incheon, South Korea, in light of missed financial covenant thresholds. 

Mohegan’s operations in the U.S. currently include a number of resorts in Connecticut and Pennsylvania, while Canadian operations are based in Niagara Falls, Ontario.