LAS VEGAS, March 27, 2019 /PRNewswire/ -- MGM Resorts
International (NYSE: MGM) announced today that it has
commenced cash tender offers (the "Tender Offers") to purchase up
to $500,000,000 in aggregate
principal amount (as it may be increased by MGM, the "Aggregate
Maximum Tender Amount") of its outstanding 6.750% Senior Notes
due 2020 and 5.250% Senior Notes due 2020 (collectively,
the "Notes").
The terms and conditions of the Tender Offers are described in
an Offer to Purchase, dated March 27,
2019 (the "Offer to Purchase"). MGM intends to fund
the Tender Offers with the net proceeds of its proposed offering of
debt securities (the "Debt Financing") and, if necessary, any other
sources of available funds, which may include cash on hand or
borrowings under the Company's senior secured revolving credit
facility.
The following table sets forth certain terms of the Tender
Offers:
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|
|
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Dollars per $1,000
Principal
Amount of Notes
|
Title of
Notes
|
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CUSIP Numbers
/
ISIN
|
|
Aggregate
Principal Amount
Outstanding(1)
|
|
Acceptance
Priority
Level
|
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Tender Offer
Consideration(2)
|
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Early Tender
Premium
|
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Total
Consideration(2)(3)
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6.750% Senior
Notes due 2020
|
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552953 BY6
US552953BY63
|
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$1,000,000,000
|
|
1
|
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$1,022.66
|
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$30.00
|
|
$1,052.66
|
5.250% Senior
Notes due 2020
|
|
552953 CB5
US552953CB51
|
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$500,000,000
|
|
2
|
|
$989.88
|
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$30.00
|
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$1,019.88
|
|
|
|
|
|
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|
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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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Holders will also
receive accrued and unpaid interest from the last interest payment
with respect to Notes to, but not including, the Early Settlement
Date or the Final Settlement Date, as applicable.
|
(3)
|
Includes the Early
Tender Premium.
|
The Tender Offers will expire at midnight, New York City time, at the end of April 23, 2019, 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 April 9, 2019 (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").
Tendered Notes may be withdrawn at or prior to 5:00 p.m.,
New York City time, on
April 9, 2019, 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 April 10, 2019, 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 April 24,
2019 (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 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 2 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 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 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. If the company
increases the Aggregate Maximum Tender Amount, 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, including the completion of the Debt Financing.
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. Nothing contained herein
shall constitute an offer of the debt securities that are subject
of the Debt Financing.
The dealer manager for the Tender Offers is BofA Merrill Lynch
(the "Dealer Manager"). Any questions regarding the terms of
the Tender Offers should be directed to the Dealer Manager, BofA
Merrill Lynch at (toll-free) 888-292-0070 or (collect)
980-388-3646. Any questions regarding procedures for
tendering Notes should be directed to the Information Agent for the
Tender Offers, Global Bondholder Services Corporation, toll-free at
(866) 794-2200 (banks and brokers call (212) 430‑3774) or 65
Broadway, Suite 404, New
York, NY 10006.
Copies of the Offer to Purchase are available from the
Information Agent and Depositary and at the following web
address: http://www.gbsc-usa.com/MGM/.
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 acquired the operations of Empire City Casino in
New York in 2019, and in 2018,
opened MGM Springfield in Massachusetts, MGM COTAI in Macau, and the first Bellagio-branded hotel in
Shanghai. The over 82,000 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.
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
Debt Financing and 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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SOURCE MGM Resorts International