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): December 20, 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 | | 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.
As previously reported in the Mohegan Tribal Gaming Authority’s (“Mohegan,” “we” or “our”) Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 30, 2022, on November 29, 2022, management and the Audit Committee of the Management Board of Mohegan determined that our unaudited 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 “Original Reports”) originally filed with the SEC on February 9, 2022, May 12, 2022, and August 11, 2022, respectively, did not reflect the correct estimated fair value of the warrant and put option liability in connection with our MGE Korea Term Loan (disclosed in Note 2 of our Original Reports). After further analysis, we have determined that the errors identified did not have a material impact on any of our Original Reports, and no further action was required. We will report our conclusion on the effectiveness of our internal control over financial reporting in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
| | | | | | | | |
| Exhibit No. | | Description |
| 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 Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | |
| | MOHEGAN TRIBAL GAMING AUTHORITY |
| Date: | December 20, 2022 | By: | /s/ Ralph James Gessner Jr. |
| | | Ralph James Gessner Jr. |
| | | Chairman, Management Board |
