Mohegan Completes Refinancing Transactions and Extends Unsecured Notes

On April 24, 2025, the Company and MS Digital Entertainment Holdings, LLC, the Company's wholly-owned subsidiary, executed supplemental indentures as successor issuers of $750 million in aggregate principal amount of 8.250% first priority senior secured notes due 2030 and $450 million in aggregate principal amount of 11.875% second priority senior secured notes due 2031 and, together with the 2030 Notes issued on April 10, 2025 in an offering by the Company's wholly-owned subsidiary Mohegan Escrow Issuer. Because the conditions for the release of the proceeds from escrow were satisfied, the Company and the Co-Issuer assumed the obligations of the Escrow Issuer.

The Company has also entered into a new, five-year $250 million senior secured revolving credit facility. The proceeds of the Offering and borrowings under the new revolving credit facility, together with cash on hand, will be used to fund the redemption and repayment of the Company's outstanding 8.000% notes due 2026 and all loans outstanding under its previous revolving credit facility, and to pay related fees and expenses.

The Company and the Co-Issuer also consummated a private exchange with an investor pursuant to which the Company and the Co-Issuer exchanged approximately $226 million in aggregate principal amount of the Company's existing 13.25% senior unsecured notes due 2027 for $250 million in aggregate principal amount of 2031 Notes (such 2031 Notes, the "Exchange Notes"), in addition to those sold in the Offering.

Concurrent with the Notes Exchange, the Investor agreed to exchange approximately $90 million in aggregate principal amount of 2027 Notes for the same principal amount of new 13.25% senior unsecured notes due 2029 of the Company and the Co-Issuer. This transaction will effectively extend the maturity of such 2027 Notes for an additional year beyond the minimum escrow release condition, which required an extension to 2028. The Company also agreed that it will permit the holders of the remaining 2027 Notes to exchange such 2027 Notes for the same principal amount of 2029 Notes.

In addition, the Mohegan Tribe of Indians of Connecticut acquired $100 million in aggregate principal amount of the outstanding 2027 Notes in a separate private transaction. Simultaneously, the Tribe agreed with the Company to exchange such purchased 2027 Notes for an equivalent principal amount of new 13.25% senior unsecured notes due 2032.

"The Mohegan Tribe is thrilled to make this investment into notes of Mohegan, providing the Company with extended maturity runway and financial flexibility. This is a clear demonstration of our unwavering commitment to the success of Mohegan and strengthens our alignment with investors as we redeploy capital back into the Company given our long-term outlook and confidence in its leadership team," said James Gessner Jr, Chairman of the Tribe.

"With today's transactions, Mohegan has created substantial financial flexibility, which will provide a strong foundation for the Company for years to come. Mohegan will have no material debt maturities for the next four years. We will continue to prudently manage our capital structure to reduce leverage, improve borrowing costs, and create greater strategic flexibility for years to come," added Ari Glazer, Chief Financial Officer of Mohegan.

The notes issued pursuant to the Offering were issued in a private placement 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 Exchange Notes issued in the Notes Exchange, as well as the 2032 Notes issued to the Tribe, were issued in private transactions in reliance on exemptions from the registration requirements of the Securities Act. The notes, the Exchange Notes and the 2032 Notes have not been 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.

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 notes, the Exchange 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 notes, the Exchange Notes, the 2029 Notes, the 2032 Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.