MASHANTUCKET, Conn.--(BUSINESS WIRE)--The Mashantucket Pequot Tribal Nation (“MPTN”), owner of Foxwoods Resort Casino®, today announced that it has entered into agreements (the “Purchase Agreements”) with two holders (the “Holders”) of MPTN’s 8.5% Notes who have not tendered their notes in MPTN’s exchange offers for all of its outstanding series of notes (the “Offers”). The terms of each Purchase Agreement provide that MPTN will purchase all of each Holder’s 8.5% Notes on the closing date of the restructuring of MPTN’s debt obligations (the “Closing Date”). The Holders own $34,761,000 and $2.0 million aggregate principal amount of the 8.5% Notes, respectively, and, subject to the terms and conditions contained in the Purchase Agreements, MPTN will purchase the 8.5% Notes for $9.0 million and $0.2 million, respectively, in cash on the Closing Date. MPTN will fund the purchases of the 8.5% Notes from MPTN’s collection account under its existing credit agreement. Following the purchase of the 8.5% Notes as described above and the subsequent immediate cancellation of the purchased 8.5% Notes, each of the requisite thresholds for the exchange offers will be satisfied. MPTN currently expects that the Closing Date will be July 1, 2013.
MPTN also announced today that it has modified certain provisions governing investments by MPTN set forth in proposed documents relating to the notes (the “New Notes”) to be offered in exchange for MPTN’s currently outstanding Special Revenue Obligations, Subordinated Special Revenue Obligations and 8.5% Notes pursuant to the Offers. Each indenture governing the New Notes (each, an “Indenture”) will be modified from the versions included as exhibits to the Offer to Exchange dated as of February 13, 2012 (the “Offer to Exchange”) to revise the covenant entitled “Investments” to permit additional Investments (as defined in each Indenture) other than any Investment constituting a Permitted Investment (as defined in each Indenture) in an aggregate outstanding amount not to exceed $10.0 million. Additionally, the Collateral Trust, Security, Intercreditor and Subordination Agreement will be modified from the version included as an exhibit to the Offer to Exchange to revise the definition of “Permitted Investment” to permit Investments not to exceed $25.0 million made in connection with the application for a gaming license in the Catskills, New York and the subsequent development, construction and management of a resort casino and associated amenities, provided, that such Investments must be made within five years of the Closing Date and the Mashantucket Pequot Gaming Enterprise is limited to an aggregate Investment of $5.0 million before a gaming license is awarded.
Assuming a Closing Date of July 1, 2013, the following table sets forth the consideration to be received by holders of Special Revenue Obligations, Subordinated Special Revenue Obligations and 8.5% Notes, respectively, validly tendered and not validly withdrawn in the Offers:
|Principal Amount of New Notes|
|to be Issued per $1,000 of|
|Principal Amount of Notes|
|New Notes to be||Tendered (Assuming a Closing|
|Notes to be Tendered||Issued||Date of July 1, 2013)|
|1997 Series A Special Revenue Bonds due 2012||New SROs||$1,289.83|
|1998 Series A Special Revenue Bonds due 2013||New SROs||$1,281.20|
|2005 Series A Special Revenue Bonds due 2021||New SROs||$1,269.51|
|1997 Series B Subordinated Special Revenue Bonds due 2012||New SSROs||$821.96|
|1997 Series B Subordinated Special Revenue Bonds due 2018||New SSROs||$822.19|
|1997 Series B Subordinated Special Revenue Bonds due 2027||New SSROs||$822.19|
|1999 Series A Subordinated Special Revenue Bonds due 2028||New SSROs||$841.59|
|1999 Series B Subordinated Special Revenue Bonds due 2010||New SSROs||$797.51|
|1999 Series B Subordinated Special Revenue Bonds due 2011||New SSROs||$778.55|
|1999 Series B Subordinated Special Revenue Bonds due 2012||New SSROs||$738.21|
|1999 Series B Subordinated Special Revenue Bonds due 2013||New SSROs||$698.60|
|1999 Series B Subordinated Special Revenue Bonds due 2014||New SSROs||$659.84|
|1999 Series B Subordinated Special Revenue Bonds due 2015||New SSROs||$622.01|
|1999 Series B Subordinated Special Revenue Bonds due 2016||New SSROs||$586.75|
|1999 Series B Subordinated Special Revenue Bonds due 2017||New SSROs||$552.96|
|1999 Series B Subordinated Special Revenue Bonds due 2018||New SSROs||$520.60|
|2006 Series A Subordinated Special Revenue Bonds due 2036||New SSROs||$864.79|
|2007 Series A Subordinated Special Revenue Bonds due 2031||New SSROs||$877.38|
|2007 Series A Subordinated Special Revenue Bonds due 2034||New SSROs||$867.94|
|8.5% Notes due 2015||New Notes||$435.38|
The New Notes being offered will not be registered under the Securities Act of 1933, as amended, or any other applicable securities laws. Unless so registered, the New Notes may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof.
About the Mashantucket Pequot Tribal Nation
The Mashantucket Pequots are a native Algonquin people in southeastern Connecticut who endured centuries of conflict and survive today on the oldest continuously occupied reservation in the U.S., dating to its establishment in 1666. As the first native people within the borders of the continental United States to suffer attempted genocidal massacre by Puritan Colonists in 1637, the Pequots and their repatriation is an unprecedented story of restoration exhibited in detail at MPTN’s world-class Museum and Research Center (www.pequotmuseum.org).
This press release does not constitute an offer to sell or buy, or a solicitation of an offer to sell or 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.
Cautionary Statement Regarding Forward-Looking Information
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. These statements are based on current expectations, beliefs, estimates, forecasts, projections and management assumptions. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks and uncertainties that are difficult to predict. All forward-looking statements should be evaluated with an understanding of their inherent uncertainty. We caution you not to place undue reliance on forward-looking statements, which speak only as of the date they were made. MPTN does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date of this press release except as required by law. All forward-looking statements attributable to MPTN or persons acting on MPTN behalf are expressly qualified in their entirety by this cautionary statement.