SCHEDULE TO AMENDMENT NO. 2
This Amendment No. 2 (the Amendment No. 2) 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, as amended on
February 14, 2020 (Amendment No. 1), 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. 2. Except as specifically provided herein,
the information contained in the Schedule TO (as previously amended and supplemented by Amendment No. 1) remains unchanged and this Amendment No. 2 does not modify any of the information previously reported on the Schedule TO. You should
read this Amendment No. 2 together with the Schedule TO (as previously amended and supplemented by Amendment No. 1), the Offer to Purchase and the related Letter of Transmittal.
Consummation of Previously Announced Transaction
On
February 14, 2020, the Company consummated the previously announced Transaction (as defined in the Offer to Purchase) whereby the real estate assets of MGM Grand Las Vegas and Mandalay Bay (the Properties) were transferred to a
newly formed entity (the Joint Venture) that is owned 50.1% by MGM Growth Properties Operating Partnership LP (MGP OP) and 49.9% by BCORE Windmill Parent LLC (the Sponsor), a subsidiary of Blackstone Real Estate
Income Trust, Inc. In exchange for the contribution of the MGM Grand Las Vegas real estate assets, the Company received approximately $2.4 billion of cash and operating partnership units representing 5% of the equity value of the Joint Venture.
A subsidiary of the Company also entered into a master lease agreement with the Joint Venture with respect to the Properties.
As described in the Offer
to Purchase, the consummation of the Transaction was a condition to the Companys acceptance of Shares tendered in the Tender Offer which has now been satisfied.
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.