JP Morgan Investor Presentation May 16, 2016 Mohegan Tribal Gaming - - PowerPoint PPT Presentation

JP Morgan Investor Presentation

May 16, 2016

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Mohegan Tribal Gaming Authority (MTGA) Overview

• Premier Integrated Resort Operator
• Stable Governance, Transparent and Commercial
• High Quality “Built to Last” Gaming Assets
• Rapidly Diversifying Asset Base
• Leading Market/Fair Share & Operating Margins
• One of the Strongest Balance Sheets in

Regional Gaming

• Cost Saving Initiatives & Margin Improvement
• Focus on Deleveraging
• Diversification Through Capital-Light

Growth Pipeline

• Connecticut Hotel & Non-Gaming Opportunities
• Cowlitz Casino Development in Portland, Oregon
• Resorts Atlantic City & Paragon Management
• South Korea Development

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Premier Integrated Resort Operator

The Mohegan Tribe of Indians of Connecticut

• Widely considered one of the strongest and most

stable tribal governments in the United States

• Federally recognized Tribe with experienced

leadership

• Elected 9-member Tribal Council governs the

Tribe and acts as the Management Board of MTGA

• Staggered 4 year terms, next elections in

August 2017

• SEC filer
• Flagship Mohegan Sun Connecticut:
• the highest grossing casino facility in the

Western Hemisphere,

• the highest grossing arena in the world of its

size,

• the largest casino in terms of slots/tables in

the U.S., and

• home to the Connecticut Sun WNBA and

New England Black Wolves NLL franchises

• Well-known “Mohegan Sun” brand with 6 million+

high-value customers in Player Database

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Premier Integrated Resort Assets

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Rapidly Diversifying Asset Base

China India Mohegan Sun Slots: 5,140 Tables: 317 Hotel: 1,177 rooms(1) Paragon Casino Slots: 1,600 Tables: 54 Hotel: 534 rooms Mohegan Sun Pocono Slots: 2,330 Tables: 93 Hotel: 238 rooms Project Inspire Slots: 1,500 Tables: 250 Hotel: 1,350 rooms Resorts Casino Slots: 1,552 Tables: 74 Hotel: 942 rooms

(1) New 400-room Earth Hotel is scheduled to open in October 2016

Cowlitz Casino Slots: 2,500 Tables: 75 Hotel: N/A

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Superior Win Efficiency

• Based on the fair share (number of slot machines offered), Mohegan Sun

and Mohegan Sun Pocono are in line with the competition

• However, both wholly owned properties outperform the competition by

~8% by measure of slot win efficiency

Results for LTM period ended March 31, 2016

Mohegan Sun Primary Competitor

Win Efficiency: 106% (Fair Share: 53%) Win Efficiency: 94% (Fair Share: 47%)

Mohegan Sun Pocono Primary Competitor

Win Efficiency: 109% (Fair Share: 55%) Win Efficiency: 88% (Fair Share: 45%)

Connecticut Northeastern Pennsylvania

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Margin Expansion Due to Proactive Cost Saving Initiatives

Adjusted EBITDA Margin Mohegan Sun Consolidated Pocono Downs

Note: Fiscal year 2014 results reflect unusually low table hold

Consistent cost discipline, while maintaining superior service and customer experience

• ~$100 million in reduced expenses through programs in Connecticut from 2010-2015; YTD 2016 Adjusted

EBITDA +~14% y/y

• Guest service scores are highest they have been in over a decade

Another ~$100 million of cost reduction potential remains

• CT EBITDA before slot contribution margin of 43% in FY15 compared to top regional peers at 50%-60%
• YTD FY16 Adjusted EBITDA Margin +240bps, Initiatives expected to continue over the next few years

22.3% 25.6% 24.9% 27.0% 25.2% 28.6% 29.8% 10.0% 15.0% 20.0% 25.0% 30.0%

2010 2011 2012 2013 2014 2015 LTM 3/31/16

Impact of cost saving initiatives 15.4% 17.0% 18.6% 19.0% 17.1% 19.6% 19.5%

2010 2011 2012 2013 2014 2015 LTM 3/31/16

Property ramp-up and introduction of table games 19.9% 22.7% 22.4% 23.4% 20.6% 24.7% 26.0%

2010 2011 2012 2013 2014 2015 LTM 3/31/16

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Fiscal Second Quarter 2016 Financial Performance

• Mohegan Sun:
• EBITDA +13%, revenues +6.6% y/y
• Highest F2Q revenues since 2012
• Highest F2Q EBITDA since 2009
• 180bp increase in margin; highest

F2Q margin since 2001

• Pocono:
• EBITDA +4%, revenues +5%
• Corporate EBITDA +54%:
• Resorts EBITDA +$830K y/y, +245%
• Cowlitz development fees $1.3m
• Overall MTGA:
• EBITDA ~18% y/y
• Revenues ~7% y/y
• EBITDA Margins +250bp y/y

Qtr Ended Qtr Ended 3/31/2016 3/31/2015 y/y chg Mohegan Sun Net Revenues 256,186 $ 240,285 $ 6.6% Adjusted EBITDA 77,837 68,686 13.3% EBITDA Margin 30.4% 28.6% 1.8% Pocono Downs Net Revenues 73,686 70,128 5.1% Adjusted EBITDA 13,696 13,166 4.0% EBITDA Margin 18.6% 18.8%

• 0.2%

Corporate Net Revenues 1,917 $ 10 $ 19070.0% Adjusted EBITDA (3,274) (7,158) 54.3% EBITDA Margin NM NM NM Total MTGA Net Revenues 331,789 $ 310,423 $ 6.9% Adjusted EBITDA 88,259 74,694 18.2% EBITDA Margin 26.6% 24.1% 2.5%

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MTGA Balance Sheet: Capital Structure & Liquidity

(1) Revolver borrowing capacity was $55.5mm as of 3/31/16 (2) Due dates assume 2012 Senior Sub Notes have been extended, repaid, redeemed, defeased or refinanced (3) Based on Covenant EBITDA of $358.5mm for the LTM 3/31/16 period

• Ample liquidity with $85.6 million at 3/31/16, not including approximately $100 million of excess

cash earmarked for South Korea

• Significant potential for additional interest expense savings embedded in Senior and

Subordinated Notes

As of Cumulative ($ in millions) 3/31/2016 Leverage (3) Cash and Cash Equivalents $185.9 Revolving Credit Facility due 2018 (1) (2) 42.0 Senior Sec. Credit Facility (TLA) due 2018 (2) 103.1 Senior Sec. Credit Facility (TLB) due 2019 (2) 780.2 Total Secured Debt $925.3 2.6x 2015 Floating Rate Senior Notes due 2017 100.0 2013 9.750% Senior Unsecured Notes due 2021 585.0 Total Senior Debt $1,610.3 4.5x 2012 11.000% Senior Subordinated Notes due 2018 100.2 Capital Leases 7.7 Other 2.2 Total Recourse Debt $1,720.4 4.8x Non-Recourse Debt 19.1 Due to Mohegan Tribe 29.9 Total Debt $1,769.4 4.9x

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MTGA Total Leverage Ratio

• MTGA’s Total Leverage Ratio was 4.80x at 3/31/16
• Total Leverage Ratio is much lower than the US industry average of ~5.8x

(1) Restricted Group leverage, based on 2013 Credit Facility definition of Total Recourse Debt / Covenant Adjusted EBITDA (2) Includes Caesars Entertainment, Las Vegas Sands, Wynn Resorts, Penn National Gaming, Boyd Gaming, Golden Nugget, MGM Resorts, Pinnacle Entertainment, Affinity Gaming, Eldorado Resorts, MTGA, Station Casinos, Isle of Capri, Golden Entertainment, American Casino, Churchill Downs, and Tropicana Entertainment; with ratios as of their most recent public filing with adjustments made where applicable Source: Company financials and public filings.

6.00x 5.82x 5.54x 5.37x 5.06x 4.93x 5.11x 4.80x 4.50x 5.00x 5.50x 6.00x 6.50x

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MTGA Financial Summary Overview

(1) Cash flow for Financial Debt Service defined as Adj. EBITDA minus relinquishment payments, maintenance and development capital expenditures and distributions to the Tribe (2) Adjusted for anticipated FY16 increases in maintenance and development capital expenditures and distributions to the Tribe

• Growing Adjusted EBITDA and margins have helped drive strong free cash flow generation
• Cash Flow for Financial Debt Service at $241 million is at the highest level ever

($ in millions)

Net Revenues: Mohegan Sun $1,115 $1,084 $1,042 $995 $994 $1,019 Pocono Downs 303 315 297 297 295 301 Corporate and Other – – 1 1 3 9 Net Revenues $1,418 $1,399 $1,340 $1,293 $1,292 $1,329 Adjusted EBITDA: Mohegan Sun $285 $270 $281 $251 $284 $303 Pocono Downs 52 59 57 51 58 59 Corporate and Other (15) (15) (24) (36) (22) (16) Adjusted EBITDA $322 $314 $313 $266 $320 $346

Adjusted EBITDA % Margin 22.7% 22.4% 23.4% 20.6% 24.8% 26.0%

Maintenance and Development Capex (46) (44) (66) (33) (30) (52) Distributions to the Tribe (47) (53) (50) (50) (50) (53) Relinquishment Payments (55) (54) (51) (49) (25) – Cash Flow for Financial Debt Service (1) $173 $163 $146 $134 $215 $241 As Adjusted LTM 3/31/16 (2) FYE September 30, 2011A 2012A 2013A 2014A 2015A

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Illustrative FY2018 Credit Profile & Sensitivity

Analysis Assumes

• Financial performance flat to

LTM period

• No improvement to
• perations or capital

structure

• Earth Hotel & Cowlitz open

as scheduled

• Paragon consulting / MGMT

fees based on current projections

• All FCF repays debt
• No impact from Korea

management or development fees in FCF (however sensitivity analysis below details this) Key Takeaways

• CT EBITDA would have to

decline ~60% for MTGA to achieve 1x Interest Coverage (including Capex and Tribal Distributions)

• With Korea MGMT Fees,

EBITDA would have to decline by 70%

• MTGA is on track to achieve

goal of Total Leverage ‘in the 3’s” by 2018

(1) Restricted Group projections (2) Assumes $2.7mm consulting fee followed by $2mm annual management fee (3) Assumes 1/4 year of estimated average annual fee income in 2017 (4) Assumes South Korea fees equate to 3% of net revenues, fees commence in 2020

MTGA (1) Corp & Oth LTM 3/31/2016 FYE2016 FYE2017 FYE2018 Revenues

• 1,326.4

1,326.4 1,326.4 1,326.4 Core EBITDA

• 358.5

358.5 358.5 358.5 Paragon Consulting/Mgmt Fees (2) 1.1 2.4 2.0 Earth Hotel Income

• 10.0

10.0 Cowlitz Mgmt Fees (3)

• 4.1

16.2 EBITDA 358.5 359.6 375.0 386.7 Capex (41.0) (52.0) (35.0) (35.0) Tribal Distributions (51.2) (53.0) (53.0) (53.0) Interest Expense (133.6) (128.4) (123.6) (116.8) Free Cash Flow 132.7 126.2 163.4 181.9 Total Debt 1,720.5 1,657.4 1,494.0 1,312.1 Total Leverage 4.80x 4.61x 3.98x 3.39x EBITDA-Capex-Tribal Dists 266.3 254.6 287.0 298.7 EBITDA-Capex-Tribal Dists / Interest Expense 1.99x 1.98x 2.32x 2.56x 2018E EBITDA Sensitivity 1.00x 1.20x 1.30x 1.40x 1.50x Pro Forma EBITDA-Capex-Tribal Dists ($) 116.8 140.2 151.8 163.5 175.2 CT EBITDA Decline ($) 181.9 158.5 146.9 135.2 123.5 CT EBITDA Decline (%) 60% 52% 48% 45% 41% Sensitivity w/ S. Korea Mgmt Fees 1.00x 1.20x 1.30x 1.40x 1.50x Pro Forma EBITDA-Capex-Tribal Dists ($) 116.8 140.2 151.8 163.5 175.2 CT EBITDA Decline ($) (4) 211.9 188.5 176.9 165.2 153.5 CT EBITDA Decline (%) 70% 62% 58% 54% 51%

Capital-Light Growth Strategy

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(1) In millions. Represents population within 60 minute drive time or MSAs and state population from US Census. Mohegan Sun and Paragon estimates based on 90 minute drive time. Korea market based on 2.5 hour flight time. (2) Mohegan Gaming Advisors, LLC (“MGA”) is an unrestricted subsidiary that is wholly-owned by MTGA.

Illustrative 5-year Timeline (Estimated)

2015 2016 2017 2018 - 2020

• Expiration of Relinquishment

Payments

• Internet Gaming
• Cowlitz Casino Receivable
• Mohegan Sun Earth Hotel
• Cowlitz Development Fees
• Paragon Consulting Fees
• Mohegan Sun Non-Gaming

Expansion

• Cowlitz Management Fees
• Paragon Management Fees
• South Korea Development
• Cowlitz Management Fees
• North. Connecticut Development

Project / Location Primary Market Population (1) Capital Ownership Structure Status Estimated Opening Benefit to MTGA Expansion

Resorts Casino Atlantic City, NJ 1.4 $5M 10% Equity Completed Open

• Through MGA(2)

Management Pocono Hotel Wilkes-Barre, PA 0.9 $5M 100% Equity, Non- recourse Debt Completed Open

• Profits after lease

payment

• 100% of Equity

Internet Gaming Atlantic City, NJ 8.8 $500k 10% Equity Completed Open

• Through MGA(2)

Paragon Casino Resort Marksville, LA 0.5

• Consulting/

Management Contract Completed Open

• Consulting Fee
• Management Fee

Mohegan Sun Earth Hotel Uncasville, CT 5.3 $12M Net Lease from Instrumentality of the Tribe Under Construction Fall 2016

• Profits after lease

payment Mohegan Sun Non- Gaming Expansion Uncasville, CT 5.3 TBD TBD Planning Stage 2017

• Rental Income
• Ancillary Income

Cowlitz Casino Development La Center, WA 2.3 $50M Management / Development Contract Under Construction 2Q17

• Development Fee
• Management Fee
• Receivable

Northern Connecticut Development TBD, CT TBD TBD 50/50 JV Pending Legislative Approval Fall 2018

• Equity Distributions

South Korea Development Incheon, S. Korea 700 $100M JV with KCC Corp License Awarded 2019/2020

• Fee Income
• Equity Distributions

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Stylish New Hotel Complements Existing Property

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Cowlitz Project Update

84 5 90

OREGON WASHINGTON

Site of Cowlitz Indian Reservation

Economic Summary

• ~$45M invested since 2004
• ~$215M projected returns over the next 4-7

years

• Reimbursement of advances: ~$19.4mm

received at close, ~$100M+ additional reimbursements over 4 years

• Development Fee: ~$15M over 4 yrs
• Management Fee: $100M+ over 7 years

Recent Project Updates

• MTGA is developer/manager of the Cowlitz

Casino outside of Portland, Oregon

• Construction began September 2015; Financing

early December 2015

─ 2,500 Class III slot machines ─ 75 table games, including blackjack, craps, roulette and baccarat ─ 9 F&B outlets ─ 2,500 seat entertainment venue

• 2.3 mm population within 75 miles, ~2% all-in

state revenue share

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Cowlitz Project Renderings

View at Main Porte Cochere Casino View from Valet Entry Feature Bar Entry High Limit Interior

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Cowlitz Project Progress

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South Korea Development

• On February 27, 2016, MTGA and its Korean partner KCC were awarded the sole Integrated Resort license

in South Korea

• The project has the potential to be transformational for MTGA:
• Up to $5B invested over 20 years on 800+ acres next to one of the world’s busiest airports
• $1.6B investment for Phase 1 Integrated Resort, which will include: casino, 1,350 rooms over 3 towers,

a 15,000 seat arena, over 200,000 sq ft of retail & F&B, convention, theme park, and many other amenities, including a first-of-its-kind private air terminal

• Expected to open in 2019/2020
• Joint venture w/ KCC Corp: MTGA will invest $100M (already raised) for 50%+ of the project’s equity, earn a

development fee during construction (~$45M) and a 24-year management fee (3% of all revenues, ~$30M per year) = fee income alone ~$750M

• Note: Definitive Management and Development Agreement have not yet been signed, but expectation

is to sign directly with MTGA or another Restricted Subsidiary

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South Korea Development

Demographics

South Korea, one of the world’s top 10 economies, is an untapped leisure destination for North Asia

• 25 mill people within 2 hour drive

(significant locals/non-gaming biz)

• 700 mill people within 2.5 hour

flight; demographics similar to Macau, with less competition

• 3 of the 4 largest MSAs in the

world <2 hours away

• Seoul is the most popular

destination for Chinese, ~3x more visitation than Singapore

• IIAC: 45.5 mill pax and growing (9th

busiest in the world); ranked world’s best airport 10 years

• IIAC: 2nd highest grossing duty free

shops in the world

Anticipated Revenue Mix

• More balanced mix of gaming and non-gaming than currently seen in other Asian resorts
• Gaming primarily from premium mass segment, helped by airport proximity, only ~20% anticipated from VIP
• VIP potential significant: ~1.5mm millionaires w/in 3-hour flight, 2x+ the amount of NYC/Boston combined

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New Opportunity – Paragon Casino Resort

Tunica-Biloxi Tribe Background

• Tunica and Biloxi tribes have lived on their reservation near Marksville,

Louisiana for over two centuries

• With assistance of Grand Casinos, opened first land-based casino in the

state in June 1994

• Resort includes: 1,600 slots, 45 tables, 9 poker casino floor; 534 rooms
• ver two towers; 36,000 of meeting space which seats 2,500 for

entertainment; 18-hole U.S. Open golf course, spa, 3 movie theatres, retail, multiple F&B options; employs ~1,800 employees

• Due to new competition in Baton Rouge/Alexandria in 2012/2013, the

resort failed to pay debt service in 2015 & is seeking new management

Opportunity

• In April 2016, MTGA entered into an agreement with the T-B Tribe to a

consulting and management contract:

• 1-year fixed fee consulting agreement for $2.7M, a

portion of which can be deferred, followed by a

• 5-year management contract for 30% of NIGC defined

Net Revenues

• Consulting agreement signed in April 2016; management agreement after

1 year subject to licensing, completion of RSA

Marksville

$482 $925 $224 $193 $18 $76 $116 $42 $720

– $200 $400 $600 $800 $1,000 $1,200 $1,400 $1,600 $1,800 $2,000

Mohegan Sun Pocono CT Sky Hotel (1) CT Mall (2) Golf Course Cowlitz Receivable & Dev Fee (3) Cowlitz MGMT Fees (4) Inspire Development Fee (5) Inspire MGMT Fees (6) First Lien Debt

$983 million (fully-drawn Revolver) 21

• MTGA’s corporate assets are arguably the strongest in Indian Country and approach that of smaller

commercial operators

• Pro Forma for the Transaction, funded First Lien Debt is covered by MTGA’s collateral package, which has an

estimated value of approximately $1.9Bn

($ in millions)

(1) Calculated assuming a 9.0x EBITDA multiple (2) Calculated assuming a 6% Cap Rate (3) Represents Cowlitz Receivable as of 3/31/2016 (4) Assumes facility generates net revenues / adjusted EBITDA equal to Mohegan Sun Pocono in FY14; and average fee income of $16mm for 7 years (5) Development fees for Phase 1, conservatively does not include future development fees (6) Assumes average management fee income of $30mm per year for 24 year life of management agreement

Pro Forma Collateral Coverage

Strong Collateral Relative to Other Native American Casino Operators

Thank You and Q&A