MGM Resorts International Announces Results for Tender Offers in Respect of Senior Notes due 2025, 2027 and 2026

March 03, 2020

LAS VEGAS, March 3, 2020 /PRNewswire/ -- MGM Resorts International (the "Company") (NYSE: MGM) today announced the early tender results in connection with the previously announced tender offers (the "Tender Offers") by the Company to purchase up to $750,000,000 in aggregate principal amount (the "Aggregate Maximum Tender Amount") of its outstanding 5.750% Senior Notes due 2025 (the "5.750% Notes"), 5.500% Senior Notes due 2027 (the "5.500% Notes") and 4.625% Senior Notes due 2026 (the "4.625% Notes" and, collectively with the 5.750% Notes and the 5.500% Notes, the "Notes"). Pursuant to the terms of the Tender Offers, the Company will only accept for purchase (i) 5.750% Notes having an aggregate principal amount of up to $325,000,000, (ii) 5.500% Notes having an aggregate principal amount of up to $325,000,000 and (iii) 4.625% Notes having an aggregate principal amount of up to $100,000,000 (collectively, the "Tender Caps"). The early tender period in respect of the Tender Offers expired at 5:00 p.m., New York City time, on March 2, 2020 (the "Early Tender Deadline").  As of the Early Tender Deadline, $946,207,000 in aggregate principal amount of 5.750% Notes, or 94.62% of the principal amount outstanding, $938,914,000 in aggregate principal amount of 5.500% Notes, or 93.89% of the principal amount outstanding and  $428,110,000 in aggregate principal amount of 4.625% Notes, or 85.62% of the principal amount outstanding, had been validly tendered and not withdrawn. The Company has accepted for purchase in the Tender Offers $324,999,000 in aggregate principal amount of 5.750% Notes, $325,000,000 in aggregate principal amount of 5.500% Notes and $100,000,000 in aggregate principal amount of 4.625% Notes (collectively, the "Accepted Securities"), which, in each case, represents the maximum amount of the Tender Cap applicable to each series of Notes after giving effect to proration for amounts tendered in excess of the Tender Caps. On March 4, 2020 (the "Early Settlement Date"), those holders who validly tendered Accepted Securities prior to the Early Tender Deadline will receive the total consideration of $1,140.00 per $1,000 principal amount of 5.750% Notes tendered, $1,130.00 per $1,000 principal amount of 5.500% Notes tendered and $1,080.00 per $1,000 principal amount of 4.625% Notes tendered, as applicable, plus any accrued and unpaid interest on the Notes up to, but not including, the Early Settlement Date. The withdrawal rights of tendering holders have expired.

The offer period will expire at midnight, New York City time, on March 16, 2020, unless extended (such time and date, as the same may be extended, the "Expiration Time"). However, because the amount of Notes that were validly tendered as of the Early Tender Deadline exceeded the Aggregate Maximum Tender Amount, holders who validly tender any Notes after the Early Tender Deadline will not have any of their Notes accepted for purchase. The Notes not accepted for purchase will be promptly returned or credited to the holder's account.

The consummation of the Tender Offers is not conditioned upon any minimum amount of Notes being tendered.  However, the Tender Offers are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, copies of which may be obtained by contacting D.F. King & Co., Inc., as Information Agent and Depositary toll-free at (800) 714-2193 or collect at (212) 269-5550 and at mgmresorts@dfking.com.  The Offer to Purchase also addresses certain U.S. federal income tax consequences. Holders should seek their own advice based on their particular circumstances from an independent tax advisor.

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities.  No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful.  The Tender Offers are being made solely pursuant to terms and conditions set forth in the Offer to Purchase.

The dealer manager for the Tender Offers is Barclays Capital Inc. (the "Dealer Manager").  Any questions regarding the terms of the Tender Offers should be directed to the Dealer Manager toll-free at (800) 438-3242, collect at (212) 528-7581 or Barclays Capital Inc., 745 Seventh Avenue, 5th Floor New York, New York 10019, Attn: Liability Management Group.  Any questions regarding procedures for tendering Notes should be directed to the Information Agent for the Tender Offers, D.F. King & Co., Inc., toll-free at (800) 714-2193 or collect at (212) 269-5550.

Copies of the Offer to Purchase are available from the Information Agent and Depositary and at the following email address:  mgmresorts@dfking.com.

About MGM Resorts International

MGM Resorts International (NYSE: MGM) is an S&P 500® global entertainment company with national and international locations featuring best-in-class hotels and casinos, state-of-the-art meetings and conference spaces, incredible live and theatrical entertainment experiences, and an extensive array of restaurant, nightlife and retail offerings. MGM Resorts creates immersive, iconic experiences through its suite of Las Vegas-inspired brands. The MGM Resorts portfolio encompasses 29 unique hotel and destination gaming offerings including some of the most recognizable resort brands in the industry. Expanding throughout the U.S. and around the world, the company recently acquired the operations of Empire City Casino in New York and Hard Rock Rocksino in Ohio, which was rebranded as MGM Northfield Park. In 2018, MGM Resorts opened MGM Springfield in Massachusetts, MGM COTAI in Macau, and the first Bellagio-branded hotel in Shanghai. The over 80,000 global employees of MGM Resorts are proud of their company for being recognized as one of FORTUNE® Magazine's World's Most Admired Companies®. For more information visit us at www.mgmresorts.com.

Forward-Looking Statements

Statements in this release that are not historical facts are "forward-looking" statements and "safe harbor statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and/or uncertainties, including those described in the Company's public filings with the SEC. The Company has based forward-looking statements on management's current expectations and assumptions and not on historical facts. Examples of these statements include, but are not limited to, the completion of the Tender Offers. These forward-looking statements involve a number of risks and uncertainties. Among the important factors that could cause actual results to differ materially from those indicated in such forward-looking statements include effects of economic conditions and market conditions in the markets in which the Company operates and competition with other destination travel locations throughout the United States and the world, the design, timing and costs of expansion projects, risks relating to international operations, permits, licenses, financings, approvals and other contingencies in connection with growth in new or existing jurisdictions and additional risks and uncertainties described in the Company's Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports). In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise, except as required by law. If the Company updates one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those other forward-looking statements.




MGM RESORTS CONTACTS:



Investment Community


News Media

AARON FISCHER


BRIAN AHERN

Chief Strategy Officer


Director of Media Relations

(702) 693-7152 or afischer@mgmresorts.com


media@mgmresorts.com

 

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SOURCE MGM Resorts International