SCHEDULE TO AMENDMENT NO. 3
This Amendment No. 3 (the Amendment No. 3) 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), as further amended on February 14, 2020 (Amendment No. 2), 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. 3. Except as specifically provided herein, the information contained in the Schedule TO (as previously amended and supplemented by Amendment No. 1 and Amendment No. 2) remains unchanged and this Amendment No. 3
does not modify any of the information previously reported on the Schedule TO. You should read this Amendment No. 3 together with the Schedule TO (as previously amended and supplemented by Amendment No. 1 and Amendment No. 2), the
Offer to Purchase and the related Letter of Transmittal.
Items 1 through 12.
Items 1 through 12 of the Schedule TO, to the extent they incorporate by reference information contained in the Offer to Purchase and the Letter of
Transmittal, are hereby amended as follows:
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(1)
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The section of the Offer to Purchase captioned 10. Certain Information Concerning Us is hereby
amended as follows:
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In the list immediately below the paragraph beginning with the heading Incorporation by
Reference, the first three items in such list shall be replaced in their entirety as follows:
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Annual Report on Form 10-K for the fiscal year ended December 31,
2019, filed on February 27, 2020;
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Our Current Reports on Form 8-K filed on January 18, 2019,
February 22, 2019, May 3, 2019, January 14, 2020, February 12, 2020, February 13, 2020, February 14, 2020 and February 18, 2020 (in each case, excluding any information that is furnished and not filed for
purposes of Section 18 of the Exchange Act); and
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The paragraph beginning with the heading Historical
Financial Information shall be replaced in its entirety as follows:
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We incorporate by reference the financial statements and notes thereto included in Part II, Item 8 of our
Annual Report on Form 10-K for the fiscal year ended December 31, 2019. You should refer to Section 10 for instructions on how you can obtain copies of our SEC filings, including filings that contain
our financial statements.
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(2)
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The section of the Offer to Purchase captioned Cautionary Notice Regarding Forward-Looking
Statements is hereby amended as follows:
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The first sentence of the last paragraph of the section shall be replaced
in its entirety as follows:
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For further information on factors that could cause actual results to materially differ from projections,
please see the Companys publicly available Securities and Exchange Commission filings, including the Companys Form 10-K for the fiscal year ended December 31, 2019, filed with the Commission
on February 27, 2020, and, in particular, the discussion of Risk Factors set forth in such filing.
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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.