false 0000789570 0000789570 2020-02-13 2020-02-13

 

 

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): February 13, 2020

 

MGM Resorts International

(Exact name of Registrant as Specified in Its Charter)

 

Delaware

 

001-10362

 

88-0215232

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109

(Address of principal executive offices - Zip Code)

Registrant’s Telephone Number, Including Area Code: (702) 693-7120

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 (see General Instructions A.2. below):

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

Common Stock (Par Value $0.01)

 

MGM

 

New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CRF § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CRF § 240.12b-2).

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.  

 

 


ITEM 8.01 OTHER EVENTS

On February 13, 2019, MGM Resorts International (the “Company” or the “Registrant”) issued a press release announcing the commencement of a “modified Dutch Auction” tender offer to purchase up to $1.25 billion in aggregate purchase price of its issued and outstanding common stock, or such lesser aggregate purchase price of shares as are properly tendered and not properly withdrawn, at a price not greater than $34.00 nor less than $29.00 per share to the seller in cash, less any applicable withholding taxes and without interest. The tender offer is being made in accordance with the terms and subject to the conditions described in the Offer to Purchase, dated February 13, 2020 and in the related Letter of Transmittal (which the Company will be filing today as part of a tender offer statement on Schedule TO and together, as they may be amended or supplemented from time to time, constitute the “Offer”) and is scheduled to expire at 12:00 Midnight, at the end of the day, New York City time, on March 12, 2020, unless the Offer is extended or terminated.

A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

Neither this report nor the exhibit hereto is a recommendation to buy or sell any of the Company’s securities and shall not constitute an offer to purchase or the solicitation of an offer to sell any securities of the Company. The tender offer is being made exclusively pursuant to the Offer to Purchase, the related Letter of Transmittal and other related materials filed as part of the Schedule TO. The offer materials are being sent to holders of the shares of common stock. Holders may also obtain free copies of the offer materials online at the website of the SEC at www.sec.gov as exhibits to the Tender Offer Statement on Schedule TO filed by the Company today with the SEC or from the Company’s information agent in connection with the tender offer.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

  (a) Not applicable.
  (b) Not applicable.
  (c) Not applicable.
  (d) Exhibits:

Exhibit

Number

   

Description

         
 

99.1

   

Press release of the Registrant dated February 13, 2020, announcing the commencement of a tender offer.

         
 

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 report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

MGM Resorts International

             

Date: February 13, 2020

 

 

By:

 

/s/ Andrew Hagopian III

 

 

 

Andrew Hagopian III

 

 

 

Chief Corporate Counsel and Assistant Secretary

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