SCHEDULE TO AMENDMENT NO. 1
This Amendment No. 1 (the Amendment No. 1) amends and supplements the Tender Offer Statement on Schedule TO (the Schedule
TO) originally filed with the United States Securities and Exchange Commission (the SEC) by MGM Resorts International (MGM, the Company or the Registrant) on February 13, 2020, in connection
with the Companys offer to purchase up to $1,250,000,000 in value of shares of its common stock, par value $0.01 per share (the Shares), 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). The Tender Offer is being made in accordance with the terms and subject to the conditions described in the Offer to Purchase and in the related Letter of
Transmittal (which are included as part of this Schedule TO) 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.
Only those items amended are reported in this Amendment No. 1. Except as specifically provided herein, the information contained in the Schedule TO
remains unchanged and this Amendment No. 1 does not modify any of the information previously reported on the Schedule TO. You should read this Amendment No. 1 together with the Schedule TO, the Offer to Purchase and the related Letter of
Transmittal.
Earnings Call and Investor Presentation
On February 12, 2020, James J. Murren, Chairman and Chief Executive Officer of the Company, announced on an earnings call commencing at 5:00 p.m. Eastern
Time via teleconference and live audio webcast that the Company intended to commence the Tender Offer. The Tender Offer commenced the morning of February 13, 2020. An excerpted transcript of the conference call containing the portion relating
to the Tender Offer is included herein as Exhibit (a)(5)(C). Information contained in certain slides used in an investor presentation during the conference call are included herein as Exhibit (a)(5)(D).
Notice to Certain Employees Regarding Tender Offer
On
February 13, 2020, Corey Sanders, Chief Financial Officer of the Company, distributed a notice to certain employees regarding the Tender Offer, which is included herein as Exhibit (a)(5)(E).
Additional Information Regarding the Tender Offer
This
communication is for informational purposes only. This communication is not a recommendation to buy or sell Shares or any other securities of MGM, and it is neither an offer to purchase nor a solicitation of an offer to sell Shares or any other
securities of MGM. MGM has filed a tender offer statement on Schedule TO, including an offer to purchase, a related letter of transmittal and other related materials, with the SEC. The tender offer is only being made pursuant to the offer to
purchase, the related letter of transmittal and other related materials filed as part of the issuer tender offer statement on Schedule TO, in each case as may be amended or supplemented from time to time. Shareholders should read carefully the offer
to purchase, the related letter of transmittal and other related materials because they contain important information, including the various terms of, and conditions to, the tender offer. Shareholders may obtain a free copy of the tender offer
statement on Schedule TO, the offer to purchase, the related letter of transmittal and other related materials that MGM has filed with the SEC at the SECs website at www.sec.gov. In addition, free copies of these documents may be obtained by
contacting Georgeson LLC, the information agent for the tender offer, toll-free at 888-607-9107.