PROSPECTUS SUPPLEMENT
(To Prospectus dated March 1, 2018)
$1,000,000,000
5.500% Senior Notes due 2027
We are offering $1,000,000,000 of 5.500% Senior Notes due 2027 (the notes). Interest on the notes will accrue from
April 10, 2019 and be payable semi-annually on April 15 and October 15 of each year, commencing on October 15, 2019. The notes will mature on April 15, 2027.
At any time prior to January 15, 2027 (the date that is three months prior to the maturity date of the notes), we may redeem all or part of
the notes at a redemption price equal to 100% of the principal amount of the notes plus an applicable make-whole premium and accrued and unpaid interest, if any. In addition, we may redeem the notes, in whole or in part, on or
after January 15, 2027 (the date that is three months prior to the maturity date of the notes) at a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest, if any. The notes are subject to
redemption requirements imposed by gaming laws and regulations of the State of Nevada and other gaming authorities.
The notes will be
guaranteed, jointly and severally, on a senior basis by our subsidiaries that guarantee our senior credit facility and our existing notes, except for Marina District Development Company, LLC (MDDC), and Marina District Development
Holding Co., LLC (MDDHC), unless and until we obtain New Jersey gaming approval, and except for MGM Yonkers, Inc. (MGM Yonkers) and Brian Boru of Westchester, Inc. (Boru, and, together with MGM Yonkers, the
MGM Yonkers Subsidiaries), unless and until we obtain New York gaming approval. The notes will not be guaranteed by our foreign subsidiaries and certain domestic subsidiaries, including, among others, MGM China Holdings Limited
(MGM China), MGM National Harbor, LLC (MGM National Harbor), Blue Tarp redevelopment, LLC (MGM Springfield), MGM Grand Detroit, LLC (MGM Detroit), MGM Growth Properties LLC (MGP) and
any of their respective subsidiaries.
The notes will be general senior unsecured obligations of MGM Resorts International and each
guarantor, respectively, and will rank equally in right of payment with all existing and future senior indebtedness of MGM Resorts International and each guarantor. The notes and the guarantees will be effectively subordinated to our and the
guarantors existing and future secured obligations, primarily consisting of our senior credit facility, to the extent of the value of the assets securing such obligations. The notes will also be effectively subordinated to all indebtedness of
our subsidiaries that do not guarantee the notes, including, among others, MGM China, MGM National Harbor, MGM Springfield, MGM Detroit and MGP and any of their respective subsidiaries (and MDDC, MDDHC and the MGM Yonkers Subsidiaries unless and
until they receive the respective gaming approvals). See Description of NotesRanking.
The notes will not be listed on any
securities exchange. There are currently no public markets for the notes.
Investing in the notes involves risks. See
Risk
Factors
beginning on page
S-10
of this prospectus supplement to read about certain risks you should consider before investing in the notes.
|
|
|
|
|
|
|
|
|
|
|
Per Note
|
|
|
Total
|
|
Public offering price
(1)
|
|
|
100.000
|
%
|
|
$
|
1,000,000,000
|
|
Underwriting discounts and commissions
|
|
|
1.125
|
%
|
|
$
|
11,250,000
|
|
Proceeds to MGM Resorts International
|
|
|
98.875
|
%
|
|
$
|
988,750,000
|
|
1
|
Plus accrued interest, if any, from April 10, 2019 if settlement occurs after that date.
|
Neither the Securities and Exchange Commission (the Commission) nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
None of the Nevada Gaming Commission, the Nevada State Gaming Control Board, the New Jersey Casino Control Commission, the New Jersey Division
of Gaming Enforcement, the Michigan Gaming Control Board, the Mississippi Gaming Commission, the Maryland Lottery and Gaming Control Commission, the Massachusetts Gaming Commission, the New York State Gaming Commission nor any other gaming authority
has passed upon the accuracy or adequacy of this prospectus supplement or the investment merits of the securities offered. Any representation to the contrary is unlawful. The Attorney General of the State of New York has not passed upon or endorsed
the merits of this offering. Any representation to the contrary is unlawful.
We expect delivery of the notes to be made to investors on or
about April 10, 2019 only in book-entry form through the facilities of The Depository Trust Company (DTC).
Joint Book-Running
Managers
|
|
|
|
|
|
|
BofA Merrill Lynch
|
|
Barclays
|
|
Citigroup
|
|
Deutsche Bank Securities
|
|
|
|
|
J.P. Morgan
|
|
SMBC Nikko
|
|
Fifth Third Securities
|
|
Morgan Stanley
|
Passive Joint Book-Running Manager
BNP PARIBAS
Co-Managers
|
|
|
|
|
|
|
Citizens Capital Markets
|
|
Credit Agricole CIB
|
|
Scotiabank
|
|
SunTrust Robinson Humphrey
|
|
|
Capital One Securities
|
|
Comerica Securities
|
Prospectus Supplement dated March 27, 2019