Current Report Filing (8-k)
04 Abril 2016 - 8:20AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 4, 2016
MGM RESORTS INTERNATIONAL
(Exact name of registrant as specified in its charter)
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DELAWARE
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001-10362
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88-0215232
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(State or other jurisdiction
of incorporation)
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(Commission
file number)
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(I.R.S. employer
identification no.)
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3600 Las Vegas Boulevard South,
Las Vegas, Nevada
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89109
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(Address of principal executive offices)
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(Zip code)
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(702) 693-7120
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report.)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01. Regulation FD Disclosure.
On April 4, 2016, MGP Escrow Issuer, LLC (the Issuer) and MGP Escrow Co-Issuer, Inc. (the Co-Issuer and, together with the Issuer, the
Issuers), wholly owned subsidiaries of MGM Resorts International (the Company), commenced an offering for $1.05 billion in aggregate principal amount of senior notes due 2024 (the notes) in a private placement
(the Offering). The notes will be offered in connection with the formation of MGM Growth Properties LLC, a real estate investment trust that will be a subsidiary of the Company. Following the consummation of certain formation
transactions, the Issuer will be merged with and into MGM Growth Properties Operating Partnership LP.
In connection with the Offering, the Issuers
disclosed certain information to prospective investors in a preliminary offering memorandum dated April 4, 2016. The preliminary offering memorandum disclosed certain information that supplements or updates certain prior disclosures of the Company.
Pursuant to Regulation FD, the Company is furnishing herewith such information, in the general form presented in the preliminary offering memorandum, as Exhibit 99.1 to this Form 8-K.
This Form 8-K is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security.
Item 8.01. Other Events.
On April 4, 2016, the
Company issued a press release pursuant to Rule135c under the Securities Act regarding the Offering. A copy of the press release is attached hereto as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
(a) Not
applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
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Exhibit No.
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Description
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99.1
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Excerpts from preliminary offering memorandum of MGP Escrow Issuer, LLC (to be merged with and into MGM Growth Properties Operating Partners LP upon the completion of certain formation transactions associated with MGM Growth
Properties LLC) and MGP Escrow Co-Issuer, Inc., dated April 4, 2016.
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99.2
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Press Release.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: April 4, 2016
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MGM Resorts International
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By:
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/s/ Andrew Hagopian III
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Name: Andrew Hagopian III
Title: Senior Vice
President, Assistant General Counsel & Assistant Secretary
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INDEX TO EXHIBITS
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Exhibit No.
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Description
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99.1
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Excerpts from preliminary offering memorandum of MGP Escrow Issuer, LLC (to be merged with and into MGM Growth Properties Operating Partners LP upon the completion of certain formation transactions associated with MGM Growth
Properties LLC) and MGP Escrow Co-Issuer, Inc., dated April 4, 2016.
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99.2
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Press Release.
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