UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_________________________________

FORM 8-K

_____________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~September~~November 29, 2022

__________________________________________

MOHEGAN TRIBAL GAMING AUTHORITY

(Exact name of registrant as specified in its charter)

__________________________________________

Not Applicable

033-80655

06-1436334

(State or other jurisdiction
of incorporation or organization)

(Commission

File Number)

(IRS Employer
Identification No.)

One Mohegan Sun Boulevard, Uncasville, CT

06382

(Address of principal executive offices)

(Zip Code)

(860) 862-8000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 17 ~~Registrant's~~Regulation ~~Business and Operations~~FD

Item 17.01 ~~Entry~~. ~~into~~Regulation aFD ~~Material Definitive Agreement~~Disclosure.

On ~~September~~November 29, 2022, ~~MGE~~management ~~Niagara~~and ~~Entertainment~~the ~~Inc.~~Audit ~~(“MGE~~Committee ~~Niagara”),~~of anthe ~~indirect~~Management ~~wholly-owned~~Board ~~subsidiary~~ of the Mohegan Tribal Gaming Authority (~~the~~“Mohegan,” “~~Company~~we,” or “our”), ~~entered~~determined ~~into~~that anMohegan’s ~~Amending~~unaudited ~~Agreement~~financial statements included in our Quarterly Reports on Form 10-Q for the periods ended December 31, 2021, March 31, 2022, and June 30, 2022 (the “~~Amendment~~Original Reports”) tooriginally ~~that~~filed ~~certain~~with ~~Amended~~the ~~and~~U.S. ~~Restated~~Securities ~~Credit~~and ~~Agreement,~~Exchange ~~dated~~Commission as(the of“SEC”) ~~July~~on 14February 9, 2022, ~~2021~~May 12, ~~with~~2022, ~~among~~and ~~others~~August 11, 2022, ~~Bank~~respectively, ofdo ~~Montreal,~~not asreflect ~~administrative~~the ~~agent,~~correct ~~and~~estimated fair value of the ~~lenders~~warrant ~~party~~and ~~thereto~~put option liability in connection with our MGE Korea Term Loan (~~the~~disclosed ~~“Credit~~in ~~Agreement”~~Note 2 of our Original Reports).

InWe ~~connection~~have ~~with~~not ~~the~~yet ~~Amendment~~determined if correcting these errors will have a material impact on any of our Original Reports, ~~the~~but ~~parties~~it ~~agreed~~may be necessary to ~~increase~~restate our unaudited financial statements included in our Quarterly Reports on Form 10-Q for the ~~maximum~~periods ~~Swingline~~ended ~~Limits~~December (31, 2021, March 31, 2022, or June 30, 2022, as ~~defined~~applicable, if there has been a material impact in ~~the~~any ~~Credit~~of ~~Agreement)~~those periods. If we are required to ~~25,000,000~~restate ~~Canadian~~any ~~dollars~~of our Original Reports, ~~with~~(1) ~~availability~~we ~~under~~expect ~~the~~that ~~Swingline~~there ~~Facility~~would be an impact to net income for each of these periods; (as2) ~~defined~~we inexpect ~~the~~that ~~Credit~~there ~~Agreement~~would be no impact to net revenues for any of these periods; and (3) ~~determined~~we ~~based~~expect that any impact on ~~Province~~income offrom ~~Ontario-approved~~operations, ~~gaming~~Adjusted ~~capacity~~EBITDA, ~~levels~~or asnet ~~set~~cash ~~forth~~flows inprovided ~~the~~by ~~Amendment~~operating activities for any of these periods would be immaterial.

In ~~addition,~~connection with the ~~Amendment~~corrections ~~added~~discussed ~~the~~above, ~~defined~~management ~~term~~has ~~“Fiscal~~also ~~Year”~~determined tothat a review of the ~~Credit~~effectiveness ~~Agreement,~~of ~~which~~our ~~will~~internal ~~permit~~control ~~MGE~~over ~~Niagara~~financial toreporting ~~change~~is ~~its~~now ~~fiscal~~warranted, ~~year~~which tomay ~~align~~result ~~with~~in ~~that~~a ofchange ~~the~~to ~~Company~~previously reported conclusions, ~~and~~including ~~made~~a ~~corresponding~~conclusion ~~changes~~that tothere ~~include~~is ~~the~~a ~~new~~significant ~~defined~~deficiency ~~term~~or ~~within~~a material weakness regarding the ~~relevant~~fair ~~sections~~value measurement of the ~~Credit~~warrant ~~Agreement~~and put option liability.

~~Finally,~~We ~~the~~currently ~~Amendment~~do ~~included~~not ~~consents~~anticipate ~~from~~that the ~~lenders~~matters ~~for~~referenced ~~MGE~~above ~~Niagara~~will tohave ~~make~~an aeffect ~~one-time~~on ~~cash~~our ~~payment~~ability to ~~the~~file ~~Investor~~our ~~(as~~Annual ~~defined~~Report inon ~~the~~Form ~~Credit~~10‑K ~~Agreement)~~for in the ~~amount~~fiscal ofyear ~~4,348,715~~ended ~~Canadian~~September ~~dollars~~30, ~~which represents the first annual payment of interest payable by MGE Niagara under the Convertible Debenture (as defined in the Credit Agreement)~~2022, in ~~accordance~~a ~~with~~timely ~~clause (b)(i) of the definition of “Permitted Distributions” in the Credit Agreement~~manner.

~~The~~Special ~~foregoing~~Note ~~description~~Regarding of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein, and by reference to the Credit Agreement previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8Forward-K,Looking ~~filed with the Securities Exchange Commission on July 20, 2021 and incorporated by reference herein.~~Statements

Some information included in this Current Report on Form 8-K (the “Current Report”) may contain forward-looking statements, within the meaning of Section ~~9 Financial~~27A ~~Statements~~of the Securities Act of 1933 and ~~Exhibits~~Section 21E of the Securities Exchange Act of 1934. These statements can sometimes be identified by the use of forward-looking words such as “may,” “will,” “anticipate,” “estimate,” “expect” or “intend” and similar expressions. Such forward-looking information may involve important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ materially from those expressed in any forward-looking statements made by or on behalf of Mohegan. Information concerning potential factors that could affect Mohegan’s financial results is included in its Annual Report on Form 10-K for the fiscal year ended September 30, 2021, as well as in Mohegan’s other reports and filings with the SEC. Any forward-looking statements included in this Current Report are made only as of the date of this Current Report. Mohegan does not undertake any obligation to update or supplement any forward-looking statements to reflect subsequent events or circumstances. Mohegan cannot assure that projected results or events will be achieved or will occur.

Adjusted EBITDA Explanation

Net income before interest, income taxes, depreciation and amortization, or EBITDA, is a commonly used measure of performance in the casino and hospitality industry. EBITDA is not a measure of performance calculated in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Mohegan historically has evaluated its operating performance with the non-US GAAP measure, Adjusted EBITDA, which primarily represents EBITDA further adjusted to exclude certain non-cash and other items. Adjusted EBITDA provides an additional way to evaluate Mohegan’s operations and, when viewed with both Mohegan’s US GAAP results and any related reconciliations, Mohegan believes that Adjusted EBITDA provides a more complete understanding of its financial performance than could be otherwise obtained absent this disclosure. Adjusted EBITDA is presented solely as a supplemental disclosure. The use of Adjusted EBITDA has certain limitations. Adjusted EBITDA should be considered in addition to, not as a substitute for or superior to, any US GAAP financial measure including net income (as an indicator of Mohegan’s performance) or cash flows provided by operating activities (as an indicator of Mohegan’s liquidity), nor should it be considered as an indicator of Mohegan’s overall financial performance.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.						Description
10.1						Amending Agreement, dated as of September 29, 2022, by and among MGE Niagara Entertainment Inc., among others, Bank of Montreal, as administrative agent, and the lenders party thereto.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

The following exhibit is furnished as part of this Current Report:

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this ~~report~~Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

		MOHEGAN TRIBAL GAMING AUTHORITY
Date:	~~October~~November 330, 2022	By:	/s/ Ralph James Gessner Jr.
			Ralph James Gessner Jr.
			Chairman, Management Board

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