bank of america merrill lynch 2016 leveraged finance ... · 11/29/2016 · bank of america merrill...
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Bank of America Merrill Lynch 2016 Leveraged Finance Conference November 29, 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
• One of the Strongest Balance Sheets in Regional Gaming
• Strong Operating Momentum & Margins
• Cost Saving Initiatives & Margin Improvement
• Focus on Deleveraging
• Diversification Through Capital-Light Growth Pipeline
• Resorts Atlantic City & Paragon Management
• Connecticut Hotel & Non-Gaming Opportunities
• Cowlitz Casino Development in Portland, Oregon
• 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:
• highest grossing casino facility in the Western Hemisphere,
• world’s highest grossing arena for its size, • 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: 5,000+ Tables: 322 Hotel: ~1,600 rooms(3)
Paragon Casino Slots: 1,600+ Tables: 52 Hotel: 531 rooms
Mohegan Sun Pocono Slots: 2,330 Tables: 93 Hotel: 238 rooms
Project Inspire(1)
Slots: 1,500 Tables: 250 Hotel: 1,350 rooms
Resorts Casino Slots: 1,550 Tables: 70 Hotel: 942 rooms
(1) Currently in development. License awarded (2) Under construction (3) New 400-room Earth Hotel opened in November 2016
Cowlitz (ilani) Casino(2)
Slots: Up to 3,000 Tables: 75 Hotel: N/A
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MTGA Fiscal 2016 Financial Performance
• Mohegan Sun: • Net Revenues ~+3%, highest since 2013 • EBITDA ~+6%, highest since 2007 • ~1% increase in EBITDA margin, highest
since 2000
• Mohegan Sun Pocono: • Prior year included ~$2.7mm property
tax adjustment, normalized EBITDA was ~ $56.2mm, normalized margin was ~18.8%
• New GM
• Corporate EBITDA: • Cowlitz development fees ~$8.3mm • Resorts management fees ~$1.8mm • Paragon consulting fees ~$1.1mm
• Overall MTGA:
• Revenues ~+3% y/y • EBITDA ~+7% y/y • EBITDA Margin ~+1% y/y
Year Ended Year EndedFY16 FY15 y/y chg
Mohegan SunNet Revenues 1,022,076$ 994,010$ 2.8%Adjusted EBITDA 302,181 284,091 6.4%EBITDA Margin 29.57% 28.58% 1.0%
Mohegan Sun PoconoNet Revenues 298,677 295,135 1.2%Adjusted EBITDA 53,281 57,946 -8.1%EBITDA Margin 17.84% 19.63% -1.8%
CorporateNet Revenues 14,041 2,475 467.3%Adjusted EBITDA (12,062) (22,380) -46.1%EBITDA Margin NM NM NM
Total MTGANet Revenues 1,334,794$ 1,291,620$ 3.3%Adjusted EBITDA 343,400 319,657 7.4%EBITDA Margin 25.73% 24.75% 1.0%
Strong Operating Momentum Historical Rolling LTM Net Revenue
Historical Rolling LTM Adjusted EBITDA
($ in millions)
($ in millions) EBITDA trends are consistently positive
Revenue continues to improve
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$1,328 $1,319
$1,301 $1,293 $1,297
$1,290 $1,289 $1,292
$1,308
$1,329 $1,328 $1,335
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
FY14 FY15 FY16
$294 $282 $266 $266 $283 $292 $304 $320 $332 $346 $341 $343
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
FY14 FY15 FY16
Margin Expansion due to Proactive Cost Saving Initiatives
Consistent cost discipline, while maintaining superior service and customer experience
• ~$100 million in reduced expenses through programs in Connecticut from 2010-2015
• Adjusted EBITDA margin has increased from 24.7% in FY15 to 25.7% in FY16
• Guest service scores are highest they have been in over a decade
Another ~$100 million of cost savings potential remains
• CT EBITDA before slot contribution margin of 44% in FY16 compared to top regional peers at 50%-60%
• Initiatives are ongoing and expected to continue over the next few years
19.9%
22.7% 22.4% 23.4%
20.6%
24.7% 25.7%
FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2015 FY 2016
Adjusted EBITDA Margin
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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
• Growing Adjusted EBITDA and margins have helped drive strong free cash flow generation
• Cash Flow for Financial Debt Service at $241 million is at the highest level ever
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($ in mill ions)
Net Revenues:
Mohegan Sun $995 $994 $1,022Pocono Downs 297 295 299Corporate and Other 1 3 14
Net Revenues $1,293 $1,292 $1,335
Adjusted EBITDA:
Mohegan Sun $251 $284 $302Pocono Downs 51 58 53Corporate and Other (36) (22) (12)
Adjusted EBITDA $266 $320 $343Adjusted EBITDA % Margin 20.6% 24.8% 25.7%
Maintenance and Development Capex (33) (30) (49)Distributions to the Tribe (50) (50) (53)Relinquishment Payments (49) (25) –
Cash Flow for Financial Debt Service (1) $134 $215 $241
FYE September 30,
2014A 2015A 2016A
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MTGA Total Leverage Ratio
• MTGA’s Total Leverage Ratio was 4.72x at 9/30/16; much lower than the US credit group industry average of ~5.6x
• Recent credit rating upgrades by both Moody’s and S&P
(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, Red Rock Resorts, 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 4.78x 4.72x
4.50x
5.00x
5.50x
6.00x
6.50x
US GAMING INDUSTRY AVERAGE
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MTGA Balance Sheet: Capital Structure & Liquidity
Leverage ratios based on Covenant EBITDA of $356.4mm for the fiscal year ending September 30, 2016 Total Leverage Ratio represents Total Recourse Debt / Covenant EBITDA
• Ample liquidity of $91.6M at 9/30/16, excluding ~$100M of excess cash earmarked for S. Korea • Recent comprehensive refinancing reduced annual interest expense by ~$17 million • Majority pre-payable debt; significant mandatory and voluntary amortization • No significant maturities until 2021, extending until 2024
($ in millions) Actual ProformaCash and Cash Equivalents $83.7 $83.7
Senior Secured Credit Facility – Revolving 13.0 100.0Senior Secured Credit Facility – Term Loan A 96.9 445.0Senior Secured Credit Facility – Term Loan B 776.1 785.0Total Secured Debt $886.0 $1,330.0
2015 Floating Rate Senior Notes due 2017 100.0 --2013 9.750% Senior Unsecured Notes due 2021 585.0 --2016 7.875% Senior Unsecured Notes due 2024 -- 500.0Total Senior Debt $1,571.0 $1,830.0
2012 11.000% Senior Subordinated Notes due 2018 100.2 --Capital Leases 7.3 --Other 2.0 2.0Total Recourse Debt $1,680.5 $1,832.0
Non-Recourse Debt 16.2 --Due to Mohegan Tribe 12.9 --Total Debt $1,709.6 $1,832.0Secured Leverage Ratio 2.5x 3.7xSenior Leverage Ratio 4.4x 5.1xTotal Leverage Ratio 4.7x 5.1x
As of 9/30/16
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Illustrative FY2018 Credit Profile & Sensitivity Analysis Assumes • Financial performance flat to
FY16 • No improvement to
operations 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 ~61% for MTGA to achieve 1x Interest Coverage (including Capex and Tribal Distributions) • With Korea MGMT Fees,
EBITDA would have to decline by 71%
• 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 $2mm annual management fee (3) Assumes 1/4 year of estimated annual average fee income in 2017 (4) Assumes South Korea fees equate to 3% of net revenues, fees commence in 2020
MTGA (1) FYE2016 FYE2017 FYE2018Revenue 1,327.4 1,327.4 1,327.4
Core EBITDA 302.2 53.3 0.9 356.4 356.4 356.4 Paragon Consulting/Mgmt Fees (2) 1.1 2.4 2.0 Earth Hotel Income - 10.0 10.0 Cowlitz Mgmt Fees (3) - 4.1 16.2 EBITDA 357.5 372.9 384.6
Capex (49.0) (44.8) (35.0) Distributions (53.0) (60.0) (60.0)
Interest Expense (131.6) (110.0) (104.8) Free Cash Flow 123.9 158.1 184.8
Total Debt 1,680.5 1,674.0 1,489.2 Total Leverage 4.70x 4.49x 3.87x
EBITDA-Capex-Distributions 255.5 268.1 289.6 EBITDA-Capex-Distributions / Interest Expense 1.94x 2.44x 2.76x
2018E EBITDA Sensitivity 1.00x 1.20x 1.30x 1.40x 1.50x
Pro Forma EBITDA-Capex-Distributions ($) 104.8 125.8 136.2 146.7 157.2 CT EBITDA Decline ($) 184.8 163.8 153.4 142.9 132.4 CT EBITDA Decline (%) 61% 54% 51% 47% 44%
2018E EBITDA Sensitivity w/ S. Korea Mgmt Fees 1.00x 1.20x 1.30x 1.40x 1.50x
Pro Forma EBITDA-Capex-Distributions ($) 104.8 125.8 136.2 146.7 157.2 CT EBITDA Decline ($) (4) 214.8 193.8 183.4 172.9 162.4 CT EBITDA Decline (%) 71% 64% 61% 57% 54%
Project / Location Primary Market
Population (1) Capital Ownership Structure Status Estimated Opening
Current or Anticipated Benefit to MTGA Expansion
Resorts Casino Atlantic City, NJ 1.4 $5 million Management Contract/
10% Equity Completed Open • Through MGA(2) Management
Pocono Hotel(3) Wilkes-Barre, PA 0.9 $5 million 100% Equity (3) Completed Open • 100% of Equity
Internet Gaming Atlantic City, NJ 8.8 $500 thousand 10% Equity Completed Open • Through MGA(2)
Paragon Casino Resort Marksville, LA 0.5 - Consulting/ Management Contracts
Completed / Pending Approval Open
• Consulting Fee • Management Fee
Mohegan Sun Earth Hotel Uncasville, CT 5.3 $12 million Net Lease from
Instrumentality of the Tribe Completed Open • Profits after lease payment
Cowlitz (ilani) Casino Development La Center, WA 2.7 $45 million
(loans) Management / Development
Contracts Under
Construction 2Q17
• Development Fee
• Management Fee
• Repayment of Receivable
South Korea Development
Incheon, S. Korea 700 $100 million
(already raised) JV with KCC Corp
(~50 / 50 JV) License Awarded 2020
• Development Fee
• Management Fee
• Equity Distributions
Mohegan Sun Expo Center Uncasville, CT 5.3 ~$80 million 100% Equity, Non-recourse
Debt Advanced Planning
Stage 2018 • 100% of Profits • Ancillary Income
Northern Connecticut Development TBD, CT TBD TBD 50/50 JV with Mashantucket
Pequot Tribe Pending Legislative
Approval TBD • Equity Distributions
Capital-Light Growth Strategy
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Com
plet
ed
Ong
oing
Fu
ture
(1) In millions. Represents population within 60 minute drive time of MSAs and state population from US Census. Mohegan Sun and Paragon estimates based on 90 minute drive time. Cowlitz Casino estimated based on 120 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 (3) Became part of Restricted Group in October 2016
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Non-Gaming Expansions: New Earth Hotel
• The ~$130 million 400-room Earth Hotel opened November 10, 2016
• ~500,000 turnaways annually due to capacity constraints or rate resistance
• 4 star product at a 3+ star price point; 350-370 square foot standard rooms
• Directly connected to the Mohegan Sun’s north entrance
• Capital-light, owned by the Mohegan Tribe and leased to MTGA; restricted group beneficiary of all direct and ancillary income over lease payment
• While only three weeks open, the Earth Hotel is already at full occupancy and on par with the rates at the Sky Hotel
• Expectation is for fully ramped $10 million annual profit to MTGA
• Economics assume 1) occupancy 79% vs. 98% at Sky Hotel, and 2) transient rate of $147 vs. $303 in FY16 at Sky Hotel
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Non-Gaming Expansions: Mohegan Sun Expo Center Mohegan Sun Expo Center • Designing/pricing of ~$80M Conference & Exposition
Center is underway • Existing meeting space turning away ~85K room nights
annually; 78% of the turnaways due to lack of space • To be located in the vacant area next to the Winter Garage,
attaching the garage, Earth casino & new Earth Hotel • Continues to diversify non-gaming amenities, drive
midweek room nights, and fortify against new competition • Significant benefits for meeting/expo planners at Mohegan
Sun vs. other locations • Highly successful June 2016 Barrett-Jackson auto auction
validates the proposition
Economic Assumptions • Forecast of least $14M of incremental annual profit
Assumes generation of incremental 60K meeting room-nights, or 71% of existing turnaways
Assumes conversion of lowest rated 20% room-nights to $185 profit per room-night on average from $40, which equates to ~$9M of annual profit
Additional ~$5M from facility rental, ancillary income from non-hotel visits, and incremental profit generated from day trip expo customers
Development Parcel
Cowlitz (ilani) Project Update
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5
90
OREGON
WASHINGTON
Site of Cowlitz Indian Reservation
Recent Project Updates • MTGA is developer/manager of the Cowlitz
(ilani) 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 • 15 food and beverage outlets • 2,500 seat entertainment venue
• U.S. Appeals Court affirmed Land in Trust in July 2016; SCOTUS appeal pending
• 2.7 million population within two hour drive, ~2% all-in state revenue share
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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
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Cowlitz (ilani) Project
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Cowlitz (ilani) Project
Project Inspire Overview
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MTGA and its Korean partner, KCC Corporation, were awarded the sole Integrated Resort license in South Korea in February 2016 • Implementation Agreement signed in August 2016
by MTGA, KCC and Incheon International Airport Corporation (“IIAC”), providing exclusive rights to develop the world-class integrated resort project
• Investment to be made over 20 years on 660+ acres next to one of the world’s busiest airports
• $1.6 billion Phase 1 investment • Las Vegas-style casino, 1,350 hotel rooms, 15,000 seat
arena, over 200,000 sq. ft. of retail & F&B, convention space, a theme park and private air terminal
• Expected to open in 2020
Project Inspire can be transformational for MTGA: • $100 million investment (already raised) for 50%+
of the project’s equity and gives MTGA access to development fees during construction and a 24-year management fee (3% of all revenues)
Note: Definitive Management and Development Agreement have not yet been signed, but expectation is to sign directly with MTGA or another Restricted Subsidiary
Excellent Location With Strong Demographics
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Demographics
South Korea, one of the world’s top 10 economies, is an untapped leisure destination for North Asia • Significant locals/non-gaming
business – 25 million people within a two hour drive
• 700 million people within a 2.5 hour flight
• 3 of the 4 largest MSAs in the world are less than 2 hours away
• Seoul is a popular destination for Chinese travelers, ~3x more visitation than Singapore(3)
• 45.5 million passengers travel through IIAC annually (one of the busiest in the world); ranked world’s best airport 10 years(4)
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: ~1.5 million millionaires w/in 3-hour flight, 2x+ the amount of NYC/Boston combined
Korea is the closest gaming hub for North Asia
$45.1
$6.1 $2.4 $2.0 $1.7 $0.3 $0.1
–
$10.0
$20.0
$30.0
$40.0
$50.0
Mac
au
Sing
apor
e
Kore
a
Mal
aysia
Phili
ppin
es
Cam
bodi
a
Viet
nam
($ in billions)
Seoul Macau(2) Singapore Manila
Osaka 1h 40m 3h 45m 6h 35m 3h 50m
Shanghai 1h 55m 2h 30m 5h10m 3h 25m
Beijing 2h 10m 3h 25m 6h 10m 4h 35m
Tokyo 2h 15m 4h 15m 7h 00m 4h 15m
Taipei 2h 30m 1h 45m 4h 45m 2h 00m
Hong Kong 3h 45m NM 3h 55m 2h 10m
Largest Gaming Markets In Asia (2013)(1)
Comparison Of Flight Times To Asian Gaming Hubs
(1) Wall Street research (2) Hong Kong used as a proxy for travel time to Macau (3) Website: China Internet Watch (4) Source: IIAC
Thank You and Q&A