MGM Resorts International Announces Results And Initial Settlement
Of Tender For Senior Secured Notes
LAS VEGAS, Dec. 20, 2012 /PRNewswire/ -- MGM Resorts
International (the "Company") (NYSE: MGM) today announced that, in
connection with the previously announced tender offers and consent
solicitations by the Company to purchase for cash any and all of
its $750,000,000 outstanding
principal amount of 13% Senior Secured Notes due 2013 (the "2013
Notes"), $650,000,000 outstanding
principal amount of 10.375% Senior Secured Notes due 2014 (the
"2014 Notes"), $850,000,000
outstanding principal amount of 11.125% Senior Secured Notes due
2017 (the "2017 Notes") and $845,000,000 outstanding principal amount of 9%
Senior Secured Notes due 2020 (the "2020 Notes" and, together with
the 2013 Notes, the 2014 Notes and the 2017 Notes, the "Notes"),
the early tender period in respect of the tender offers expired at
5:00 p.m., New York City time, on December 19, 2012 (the "Consent Payment
Deadline"). As of the Consent Payment Deadline, $537.760 million principal amount of 2013 Notes,
or 71.70% of the principal amount outstanding; $417.803 million principal amount of 2014 Notes,
or 64.28% of the principal amount outstanding; $707.254 million principal amount of 2017 Notes,
or 83.21% of the principal amount outstanding; and $843.419 million principal amount of 2020 Notes,
or 99.81% of the principal amount outstanding, had been validly
tendered and not withdrawn. Those holders who validly tendered
their Notes prior to the Consent Payment Deadline received the
total consideration of $1,110.84 per
$1,000 principal amount of 2013 Notes
tendered, $1,134.82 per $1,000 principal amount of 2014 Notes tendered,
$1,097.66 per $1,000 principal amount of 2017 Notes tendered
and $1,146.76 per $1,000 principal amount of 2020 Notes tendered,
as applicable, each of which includes a consent payment of
$30.00 per $1,000 principal amount of Notes tendered, plus
any accrued and unpaid interest on the Notes up to, but not
including, today, which is the payment date. The withdrawal rights
have expired.
The final offer period will expire at 11:59 p.m., New York
City time, on January 4, 2013,
unless extended (such time and date, as the same may be extended,
the "Expiration Time"). Holders who tender their Notes after the
Consent Payment Deadline and on or prior to the Expiration Time
will be eligible to receive only the tender offer consideration of
$1,080.84 per $1,000 principal amount of 2013 Notes tendered,
$1,104.82 per $1,000 principal amount of 2014 Notes tendered,
$1,067.66 per $1,000 principal amount of 2017 Notes tendered or
$1.116.76 per $1,000 principal amount of 2020 Notes tendered,
as applicable, plus accrued and unpaid interest to the payment
date, but not the consent payment.
As the Company received consents from holders of greater than a
majority in aggregate principal amount of each series of
Notes, the Company, the subsidiary guarantors thereto and U.S. Bank
National Association, as trustee (the "Trustee"), executed a second
supplemental indenture to the indenture governing the 2013 Notes
(the "2013 Second Supplemental Indenture"), a second supplemental
indenture to the indenture governing the 2014 Notes and the 2017
Notes (the "2014/2017 Second Supplemental Indenture") and a first
supplemental indenture to the indenture governing the 2020 Notes
(the "2020 First Supplemental Indenture" and, together with the
2013 Second Supplemental Indenture and the 2014/2017 Second
Supplemental Indenture, the "Supplemental Indentures"), effecting
the proposed amendments, which eliminate substantially all of the
restrictive covenants contained in the indentures (other than,
among other covenants, the covenants to pay interest and premium,
if any, on, and principal of, the Notes when due), certain events
of default applicable to the Notes and certain other provisions
contained in the indentures and the Notes. These changes became
operative concurrently with the acceptance for purchase of at least
a majority in principal amount of the outstanding Notes of any
applicable class voting together under an indenture that were
validly tendered (and not validly withdrawn) at or prior to the
Consent Payment Deadline.
The complete terms and conditions of the tender offers and
consent solicitations are described in the Offers to Purchase and
Consent Solicitations Statement, dated December 6, 2012, as supplemented by the
Supplement, dated December 17, 2012,
and the related Consent and Letter of Transmittal, copies of which
may be obtained by contacting Global Bondholder Services
Corporation as Tabulation Agent and Information Agent, at (866)
540-1500 (U.S. toll-free) or (212) 430-3774 (banks and
brokers). The Offers to Purchase and Consent Solicitations
Statement and related Consent and Letter of Transmittal also
address certain U.S. federal income tax consequences. Holders
should seek their own advice based on their particular
circumstances from an independent tax advisor.
The Company retained J.P. Morgan Securities LLC, Barclays
Capital Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Deutsche Bank Securities Inc., BNP Paribas Securities
Corp., RBS Securities Inc. and Citigroup Global Markets Inc. to
serve as the Joint Dealer Managers and Solicitation Agents for the
tender offers and consent solicitations. Questions regarding
the tender offers and consent solicitations may be directed either
to J.P. Morgan Securities LLC, 383 Madison Avenue, 3rd Floor,
New York, NY 10179, Attention:
Syndicate Desk, or by calling toll free: 1-800-245-8812, or to
Barclays Capital Inc., 745 Seventh Avenue, 5th Floor,
New York, NY 10019, Attention:
Liability Management Group, or by calling toll free: 1-800-438-3242
or collect: 1-212-528-7581. You may also contact your broker,
dealer, commercial bank or trust company or other nominee for
assistance.
None of the Company, the Joint Dealer Managers and Solicitation
Agents, the Information Agent, Global Bondholder Services, as the
Tender Agent, or U.S. Bank National Association, as Trustee, makes
any recommendation as to whether holders should tender their Notes
pursuant to the tender offers or consent to the proposed amendments
to the indentures, and no one has been authorized by any of them to
make such recommendations. Holders must make their own
decisions as to whether to tender Notes and deliver consents, and,
if so, the principal amount of Notes to tender.
This press release is for informational purposes only and does
not constitute an offer to purchase, a solicitation of an offer to
sell nor a solicitation of consents with respect to, any Notes or
other securities, nor shall there be any purchase of Notes or
solicitation of consents in any state or jurisdiction in which such
offer, solicitation or purchase would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction. The tender offers and consent solicitations are
being made solely by the Offers to Purchase and Consent
Solicitations Statement dated December 6,
2012 and the related Consent and Letter of
Transmittal. In any jurisdiction where the laws require the
tender offers and consent solicitations to be made by a licensed
broker or dealer, they will be deemed made on behalf of the Company
by Joint Dealer Managers and Solicitation Agents or one or more
registered brokers or dealers under the laws of such
jurisdiction. The tender offers and consent solicitations are
not being made in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the laws of such
jurisdiction.
About MGM Resorts International
MGM Resorts International (NYSE: MGM) is one of the world's
leading global hospitality companies, operating a peerless
portfolio of destination resort brands, including Bellagio, MGM
Grand, Mandalay Bay and The Mirage. In addition to its 51%
interest in MGM China Holdings, Limited, which owns the MGM Macau
resort and casino and is in the process of developing a gaming
resort in Cotai, the Company has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50% investments in three
other properties in Nevada and
Illinois. One of those investments
is CityCenter, an unprecedented urban resort destination on the Las
Vegas Strip featuring its centerpiece ARIA Resort & Casino.
Leveraging MGM Resorts' unmatched amenities, the M life loyalty
program delivers one-of-a-kind experiences, insider privileges and
personalized rewards for guests at the Company's renowned
properties nationwide. Through its hospitality management
subsidiary, the Company holds a growing number of development and
management agreements for casino and non-casino resort projects
around the world. MGM Resorts International supports responsible
gaming and has implemented the American Gaming Association's Code
of Conduct for Responsible Gaming at its gaming properties. The
Company has been honored with numerous awards and recognitions for
its industry-leading Diversity Initiative, its community
philanthropy programs and the Company's commitment to sustainable
development and operations. For more information about MGM Resorts
International, visit the Company's website at
www.mgmresorts.com.
Statements in this release that are not historical facts are
forward-looking statements involving risks and/or uncertainties,
including those described in the Company's public filings with the
Securities and Exchange Commission. We have 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, statements regarding
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 we operate 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 our 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.
SOURCE MGM Resorts International