LAS VEGAS, Feb. 18, 2020 /PRNewswire/ -- MGM Resorts
International (the "Company") (NYSE: MGM) announced today that it
has commenced cash tender offers (the "Tender Offers") 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"). In addition, 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 (each a "Tender Cap" and,
collectively, the "Tender Caps"). The Company may increase the
Aggregate Maximum Tender Amount or the Tender Caps at any time in
its sole discretion.
The terms and conditions of the Tender Offers are described in
an Offer to Purchase, dated February 18, 2020 (the "Offer to
Purchase"). The Company intends to fund the Tender Offers
with the net cash proceeds from its contribution of MGM Grand Las
Vegas to the newly formed joint venture between MGM Growth
Properties Operating Partnership LP and BCORE Windmill Parent LLC,
which was formed in connection with a transaction that closed on
February 14, 2020, and, if necessary, any other sources of
available funds, which may include cash on hand or borrowings under
the Company's revolving credit facility.
The following table sets forth certain terms of the Tender
Offers:
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Dollars per $1,000
Principal
Amount of Notes
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Title of
Notes
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CUSIP
Numbers / ISIN
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Aggregate
Principal
Amount
Outstanding(1)
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Tender
Cap(2)
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Acceptance
Priority Level
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Tender Offer
Consideration(3)
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Early Tender
Premium
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Total
Consideration(3)(4)
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5.750%
Senior Notes
due 2025
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552953 CE9
US552953CE90
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$1,000,000,000
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$325,000,000
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1
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$1,110.00
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$30.00
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$1,140.00
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|
|
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|
|
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5.500%
Senior Notes
due 2027
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552953 CF6
US552953CF65
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$1,000,000,000
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$325,000,000
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2
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$1,100.00
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$30.00
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$1,130.00
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4.625%
Senior Notes
due 2026
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552953 CD1
US552953CD18
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$500,000,000
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$100,000,000
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3
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$1,050.00
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$30.00
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$1,080.00
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___________________________________
(1)
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As of the date of the
Offer to Purchase.
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(2)
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A $325,000,000 Tender
Cap applies to the aggregate principal amount of the 5.750% Senior
Notes due 2025, a $325,000,000 Tender Cap applies to the aggregate
principal amount of the 5.500% Senior Notes due 2027 and a
$100,000,000 Tender Cap applies to the aggregate principal amount
of the 4.625% Senior Notes due 2026.
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(3)
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Holders will also
receive accrued and unpaid interest from the applicable last
interest payment with respect to the Notes accepted for purchase
to, but not including, the Early Settlement Date or the Final
Settlement Date, as applicable.
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(4)
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Includes the Early
Tender Premium.
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The Tender Offers will expire at midnight, New York City time, at the end of
March 16, 2020, unless extended or earlier terminated by MGM
(the "Expiration Date"). No tenders submitted after the
Expiration Date will be valid.
Holders of Notes that are validly tendered (and not validly
withdrawn) at or prior to 5:00 p.m., New York City time, on March 2, 2020
(such date and time, as it may be extended, the "Early Tender
Date") and accepted for purchase pursuant to the Tender Offers will
receive the applicable Total Consideration for such series, which
includes the early tender premium for such series of Notes set
forth in the table above (with respect to each series of Notes, the
"Early Tender Premium"). Holders of Notes tendering their
Notes after the Early Tender Date will only be eligible to receive
the applicable tender offer consideration for such series of Notes
set forth in the table above (with respect to each series of Notes,
the "Tender Offer Consideration"), which is the applicable Total
Consideration less the Early Tender Premium.
All Notes validly tendered and accepted for purchase pursuant to
the Tender Offers will receive the applicable consideration set
forth in the table above, plus accrued and unpaid interest on such
Notes from the applicable last interest payment date with respect
to those Notes to, but not including, the applicable Settlement
Date (as defined below) ("Accrued Interest"). Notes that are
purchased in the Tender Offers will be retired and canceled by the
Company and will no longer represent outstanding obligations of the
Company.
Tendered Notes may be withdrawn at or prior to 5:00 p.m.,
New York City time, on
March 2, 2020, unless extended by MGM
(such date and time, as it may be extended, the "Withdrawal
Date"). Holders of Notes who tender their Notes after the
Withdrawal Date, but prior to the Expiration Date, may not withdraw
their tendered Notes unless withdrawal rights are otherwise
required by applicable law.
Provided that the conditions to the applicable Tender Offer have
been satisfied or waived, and assuming acceptance for purchase by
the Company of Notes validly tendered pursuant to the Tender
Offers, (i) payment for Notes validly tendered at or prior to
the applicable Early Tender Date and purchased in the applicable
Tender Offer shall be made on the settlement date that is expected
to be on or about March 4, 2020, or as promptly as practicable
thereafter (with respect to each series of Notes, the "Early
Settlement Date") and (ii) payment for any Notes validly
tendered after the applicable Early Tender Date, but at or prior to
the applicable Expiration Date, and purchased in the applicable
Tender Offer shall be made on the settlement date that is expected
to be on or about March 18, 2020 (with respect to each series
of Notes, the "Final Settlement Date" and, together with the
related Early Settlement Date, the "Settlement Dates").
Subject to the Aggregate Maximum Tender Amount, the Tender Caps
and proration, the Notes accepted on any Settlement Date will be
accepted in accordance with their Acceptance Priority Levels set
forth in the table above, with 1 being the highest Acceptance
Priority Level and 3 being the lowest Acceptance Priority
Level, and provided further that Notes tendered at or prior to the
Early Tender Date will be accepted for purchase with priority over
Notes tendered after the Early Tender Date, but at or prior to the
Expiration Date, regardless of the priority of the series of such
later tendered Notes.
Acceptance for tenders of any Notes may be subject to proration
if the aggregate principal amount for any series of Notes validly
tendered and not validly withdrawn would cause the Aggregate
Maximum Tender Amount or the Tender Cap applicable to such series
of Notes to be exceeded. Furthermore, if the Tender Offers
are fully subscribed as of the Early Tender Date, holders who
validly tender Notes after the Early Tender Date will not have any
of their Notes accepted for purchase and there will be no Final
Settlement Date.
The Company reserves the right, but is under no obligation, to
increase the Aggregate Maximum Tender Amount or any of the Tender
Caps at any time, subject to compliance with applicable law, which
could result in the Company purchasing a greater aggregate
principal amount of Notes in the Offers. There can be no
assurance that the Company will increase the Aggregate Maximum
Tender Amount or any of the Tender Caps. If the Company
increases the Aggregate Maximum Tender Amount or any of the Tender
Caps, it does not expect to extend the Withdrawal Date, subject to
applicable law. Accordingly, Holders should not tender Notes
that they do not wish to have purchased in the Offers.
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.
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 offer is 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.
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MGM RESORTS
CONTACTS:
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Investment
Community
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News Media
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AARON
FISCHER
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BRIAN
AHERN
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Chief Strategy
Officer
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Director of Media
Relations
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(702) 693-7152 or
afischer@mgmresorts.com
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media@mgmresorts.com
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SOURCE MGM Resorts International