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): ~~August~~September 1129, 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 21 ~~Financial~~Registrant's ~~Information~~Business and Operations

Item 21.0201 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

~~The~~On September 29, 2022, MGE Niagara Entertainment Inc. (“MGE Niagara”), an indirect wholly-owned subsidiary of the Mohegan Tribal Gaming Authority (the “Company”), ~~today~~entered ~~issued~~into aan ~~press~~Amending ~~release~~Agreement ~~announcing~~ (the ~~operating~~“Amendment”) ~~results~~to ~~for~~that ~~its~~certain ~~third~~Amended ~~fiscal~~and ~~quarter~~Restated ~~ended~~Credit ~~June 30~~Agreement, ~~2022.~~ Adated ~~copy~~as of ~~the~~July ~~press~~14, ~~release~~2021, iswith, ~~attached~~among ~~hereto~~others, asBank ~~Exhibit 99.1.~~of ~~The~~Montreal, ~~press~~as ~~release~~administrative agent, and ~~related information also may be found on~~ the ~~Company's~~lenders ~~website~~party atthereto ~~www.mohegangaming.com, under~~ (the “~~Financial~~Credit ~~Information/Financial Updates~~Agreement” ~~section~~).

~~The~~In ~~information,~~connection ~~including~~with the ~~exhibit attached hereto~~Amendment, inthe ~~this~~parties ~~Current~~agreed ~~Report is being furnished and shall not be deemed~~ to beincrease ~~“filed”~~the ~~for~~maximum ~~purposes~~Swingline ofLimits ~~Section~~(as 18defined ofin the ~~Securities~~Credit ~~Exchange~~Agreement) ~~Act~~to ~~of 1934~~25,000,000 asCanadian ~~amended~~dollars, orwith ~~otherwise~~availability ~~subject to liability~~ under ~~that~~the ~~section,~~Swingline ~~and~~Facility ~~shall~~(as ~~not~~defined bein ~~incorporated~~the byCredit ~~reference~~Agreement) ~~into~~determined ~~any~~based ~~registration~~on ~~statement~~Province ~~or other document filed under the Securities Act~~ of ~~1933,~~Ontario-approved asgaming ~~amended,~~capacity ~~except~~levels as ~~expressly~~ set forth ~~by specific reference~~ in ~~such~~the ~~filing~~Amendment.

In addition, the Amendment added the defined term “Fiscal Year” to the Credit Agreement, which will permit MGE Niagara to change its fiscal year to align with that of the Company, and made corresponding changes to include the new defined term within the relevant sections of the Credit Agreement.

Finally, the Amendment included consents from the lenders for MGE Niagara to make a one-time cash payment to the Investor (as defined in the Credit Agreement) in the amount of 4,348,715 Canadian dollars, which represents the first annual payment of interest payable by MGE Niagara under the Convertible Debenture (as defined in the Credit Agreement), in accordance with clause (b)(i) of the definition of “Permitted Distributions” in the Credit Agreement.

The foregoing description 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 8-K, filed with the Securities Exchange Commission on July 20, 2021 and incorporated by reference herein.

Section 9 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

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


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).

99.1 Press Release of the Mohegan Tribal Gaming Authority, dated August 11, 2022.

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

Exhibit
No.						Description
99.1						Press Release of the Mohegan Tribal Gaming Authority, dated August 11, 2022.
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:	~~August~~October 113, 2022	By:	/s/ Ralph James Gessner Jr.
			Ralph James Gessner Jr.
			Chairman, Management Board

Filing Compare · MOHEGAN TRIBAL GAMING AUTHORITY