8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): March 27, 2017

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)	(Commission File Number)	(IRS Employer Identification No.)
One Mohegan Sun Boulevard, Uncasville, CT		06382
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (860) 862-8000

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))

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On March 27, 2017, in connection with the previously disclosed appointment of Mitchell Grossinger Etess as the interim Chief Executive Officer of Mohegan Tribal Gaming Authority (the “Authority”), a government instrumentality of the Mohegan Tribe of Indians of Connecticut (the “Tribe”), the Authority and the Tribe entered into an agreement (the “Agreement”) pursuant to which the Authority has agreed to pay, or reimburse the Tribe for, Mr. Etess’s compensation, benefits and any other amounts payable to him by the Tribe from and after February 14, 2017 and during the period of his appointment as the interim Chief Executive Officer of the Authority. Since his retirement from his former position as Chief Executive Officer of the Authority, effective September 30, 2015, Mr. Etess has served as a Senior Advisor to the Tribe on an “at will” basis at a weekly compensation rate of $4,807.69, with benefits under the Tribe’s employee benefits program. The Management Board of the Authority designated Mr. Etess as its interim Chief Executive Officer on an “at will” basis on February 14, 2017, subject to necessary regulatory filings or approvals.

A copy of the Agreement is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Section 5 – Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosures in Item 1.01 of this Current Report are incorporated by reference herein.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

The following exhibit is filed as part of this report:

No.	Exhibit
10.1	Agreement by and between the Mohegan Tribe of Indians of Connecticut and the Mohegan Tribal Gaming Authority, dated as of March 27, 2017.

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: March 31, 2017	By:	/s/ Kevin P. Brown
		Kevin P. Brown
		Chairman, Management Board

Exhibit Index

No.	Exhibit
10.1	Agreement by and between the Mohegan Tribe of Indians of Connecticut and the Mohegan Tribal Gaming Authority, dated as of March 27, 2017.

EX-10.1

Exhibit 10.1

AGREEMENT

This agreement (“Agreement”) is made and entered into as of the 27^th day of March, 2017, by and between the Mohegan Tribe of Indians of Connecticut (“Tribe”) and the Mohegan Tribal Gaming Authority (“MTGA”).

RECITALS

WHEREAS, MTGA is a governmental instrumentality of the Tribe, a federally recognized Indian tribe; and

WHEREAS, MTGA owns and operates, among other things, the Mohegan Sun casino and resort in Uncasville, Connecticut, a harness racetrack located in Wilkes Barre, Pennsylvania known as Mohegan Sun Pocono, along with several off-track wagering facilities located in the Commonwealth of Pennsylvania, as well as investments in other gaming enterprises and other businesses; and

WHEREAS, the Tribe employs Mitchell G. Etess (“Etess”) as its Senior Advisor part time “at will” at a weekly compensation rate of $4,807.69 with employee benefits under the Tribe’s employee benefits program; and

WHEREAS, by consent dated as of February 14, 2017 (“Effective Date”), the Management Board of MTGA appointed Etess as Interim Chief Executive Officer of MTGA on an at will basis; and

WHEREAS, the Tribe consents to such appointment, provided that MTGA pays, or reimburses the Tribe for, Etess’s compensation, benefits and any other amounts payable to Etess from and after the Effective Date and during the period of such appointment; and

WHEREAS, the parties hereto desire to memorialize the arrangement, as between the Tribe and MTGA, under which Etess shall act as Interim Chief Executive Officer of MTGA.

NOW THEREFORE, in consideration of the premises and the mutual promises of the parties hereto and for other valuable consideration including the incorporation of the above Recitals, the receipt and sufficiency of which each of the parties hereto acknowledges, MTGA and the Tribe agree as follows:

1.   MTGA has appointed Etess as its Interim Chief Executive Officer on an “at will” basis, and the Tribe consents to such appointment.

2.   In consideration of the foregoing, MTGA hereby agrees to pay, or reimburse the Tribe for, Etess’s compensation, benefits and any other amounts payable to Etess from and after the Effective Date and during the period of such appointment.

3.   This Agreement will remain in effect until the date that Etess ceases his appointment as the Interim Chief Executive Officer of MTGA.

4.   This Agreement may be executed in multiple counterparts, each of which when so executed and delivered shall be deemed an original.

5.   Each of the parties to this Agreement shall be entitled to rely upon a facsimile or Portable Document Format (PDF) counterpart of this Agreement executed by the other party with the same force and effect as if such facsimile or PDF counterpart were the ink-signed original counterpart.

IN WITNESS WHEREOF, this Agreement is deemed to be entered into by the parties hereto on the day and year first above written.

MOHEGAN TRIBE OF INDIANS OF CONNECTICUT		MOHEGAN TRIBAL GAMING AUTHORITY
By:	/s/ Kevin P. Brown	By:	/s/ Kevin P. Brown
	Name:  Kevin P. Brown		Name:  Kevin P. Brown
	Title:    Chairman, Management Board		Title:    Chairman, Management Board

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