8-K

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): January 30, 2023

 __________________________________________

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	None	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 7     Regulation FD

Item 7.01. Regulation FD Disclosure.

The Mohegan Tribal Gaming Authority (the “Company”) today issued a press release announcing that it no longer will be a voluntary filer with the U.S. Securities and Exchange Commission. A copy of the press release is attached hereto as Exhibit 99.1.

The Company intends to continue to provide current reports and quarterly and annual financial information on its website at www.mohegangaming.com, under the “Investor Relations/Financial Updates” section. Interested parties may sign up on the Company's website to receive email updates. The Company also plans to continue to host quarterly operating results conference calls.

The information, including the exhibit attached hereto, in this Current Report on Form 8-K is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Section 9 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

The following exhibits are furnished as part of this this Current Report on Form 8-K:

99.1    Press Release of the Mohegan Tribal Gaming Authority, dated January 30, 2023.

104    Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

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

		MOHEGAN TRIBAL GAMING AUTHORITY
Date:	January 30, 2023	By:	/s/ Ralph James Gessner Jr.
			Ralph James Gessner Jr.
			Chairman, Management Board

EX-99.1

MOHEGAN ANNOUNCES CHANGE TO SEC FILING STATUS

Uncasville, Connecticut, January 30, 2023 – Mohegan Tribal Gaming Authority (“MTGA,” “Mohegan,” “we” or “our”) today announced that it no longer will be a voluntary filer with the U.S. Securities and Exchange Commission.

Mohegan intends to continue to provide current reports and quarterly and annual financial information on our website at www.mohegangaming.com/, under the “Investor Relations/Financial Updates” section. Interested parties may sign up at that website link to receive email updates from us. We also plan to continue to host quarterly operating results conference calls.

About Mohegan

Mohegan is the owner, developer, and manager of premier entertainment resorts in the United States, Canada, and Northern Asia. Mohegan’s U.S. operations include resorts in Connecticut, Washington, Pennsylvania, New Jersey, and Nevada; Canadian operations are based in Niagara Falls, Ontario; and Mohegan Inspire is located in Incheon, South Korea. The brand’s iGaming division, Mohegan Digital, provides cutting-edge online gaming solutions to Mohegan’s loyal fan base and meets the digital needs of customers on a global scale. Mohegan is owner and operator of Connecticut Sun, a professional basketball team in the WNBA. For more information on Mohegan and its properties, please visit www.mohegangaming.com/.

Special Note Regarding Forward-Looking Statements

Some information included in this press release may contain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and 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, 2022, as well as in Mohegan’s other reports and filings with the U.S. Securities and Exchange Commission or made publicly available on its website. Any forward-looking statements included in this press release are made only as of the date of this release. 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.

Contact:

Carol K. Anderson

Chief Financial Officer

Mohegan

(860) 862-8000

canderson@mohegangaming.com

canderson@mohegangaming.com

1

XML

Cover Page	Jan. 30, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 30, 2023
Entity Registrant Name	MOHEGAN TRIBAL GAMING AUTHORITY
Entity File Number	033-80655
Entity Tax Identification Number	06-1436334
Entity Address, Address Line One	One Mohegan Sun Boulevard
Entity Address, City or Town	Uncasville
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06382
City Area Code	860
Local Phone Number	862-8000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001005276