LAS VEGAS, Feb. 28, 2020 /PRNewswire/ -- MGM Resorts
International (the "Company" or "MGM") (NYSE:
MGM) announced today that it has adjusted the price range of
its tender offer to purchase up to $1,250,000,000 in aggregate purchase price of its
issued and outstanding shares of common stock, par value
$0.01 per share (each, a
"Share" and, collectively, the "Shares"), or such
lesser aggregate purchase price of Shares as are properly tendered
and not properly withdrawn. Following the adjustment, the purchase
price in the tender offer shall not be greater than $28.00 nor less than $23.50 per Share to the sellers in cash, less any
applicable withholding taxes and without interest, with the exact
price to be determined through a "modified Dutch auction" pricing
mechanism. The aggregate tender offer purchase price of up to
$1,250,000,000 remains unchanged. The
expiration date of the tender offer also remains unchanged, and is
currently scheduled for 12:00 Midnight, at the end of the day,
New York City time, on
March 12, 2020, unless the offer is extended or terminated.
The full terms and conditions of the tender offer are discussed in
the Offer to Purchase, dated February 13,
2020 (as previously amended and supplemented to the date
hereof, "Offer to Purchase"), and the associated Letter of
Transmittal and other materials relating to the tender offer that
MGM initially filed on February 13,
2020 (each as amended) with the Securities and Exchange
Commission (the "SEC").
When the tender offer expires, MGM will determine the lowest
price per Share (in increments of $0.25) within the range of prices specified above
that will enable it to purchase the maximum number of Shares having
an aggregate purchase price not exceeding $1,250,000,000 (such purchase price, the "Final
Purchase Price"). All Shares purchased in the tender offer will be
purchased at the same price. All Shares tendered at prices higher
than the purchase price will be promptly returned to shareholders.
If the tender offer is fully subscribed, MGM would repurchase
between 9.03% and 10.76% of its issued and outstanding Shares as of
February 7, 2020, depending on the
purchase price payable in the tender offer. In addition, in the
event that Shares are properly tendered at or below the purchase
price (and not properly withdrawn) having an aggregate purchase
price of more than $1,250,000,000,
MGM may exercise its right to purchase up to an additional 2% of
its outstanding Shares without extending the expiration date.
All tenders of Shares made prior to the Company's
announcement of the amendment of the price range of the Offer on
February 28, 2020 are no longer valid. Accordingly,
shareholders who have previously tendered Shares by completing and
returning the original Letter of Transmittal filed on
February 13, 2020, including shareholders who checked the box
captioned "Shares Tendered at Price Determined Under the Offer" in
the original Letter of Transmittal, and who still wish to
participate in the tender offer, will be required to retender their
Shares as provided for in the Offer to Purchase, the amended and
restated Letter of Transmittal and the amended and restated Notice
of Guaranteed Delivery.
Tenders of Shares must be made on or prior to the expiration of
the tender offer and may be withdrawn at any time on or prior to
the expiration of the tender offer. The tender offer is subject to
a number of terms and conditions described in the Offer to Purchase
distributed to shareholders, as amended.
The tender offer is not contingent upon any minimum number of
Shares being tendered; however, the tender offer is subject to a
number of other terms and conditions, which are described in detail
in the Offer to Purchase. The Company has amended the share price
condition set forth in the original Offer to Purchase (which
originally specified that no decrease of more than 15% in the sale
price of the Shares on the NYSE or decrease of more than 10% in the
general level of market prices for equity securities in
the United States or the New York
Stock Exchange Index, the Dow Jones Industrial Average, the NASDAQ
Global Market Composite Index or Standard & Poor's Composite
Index of 500 Industrial Companies shall have occurred) by amending
the reference date for such condition from the close of trading on
February 12, 2020 to the close of trading on February 28,
2020. Specific instructions and a complete explanation of the terms
and conditions of the tender offer are explained in the Offer to
Purchase, the related letter of transmittal and other related
materials, including amendments and supplements thereto, which have
been or are being mailed to shareholders of record.
None of the Company, the members of its Board of Directors,
the dealer managers, the information agent or the depositary makes
any recommendation as to whether any shareholder should participate
or refrain from participating in the tender offer or as to the
purchase price or purchase prices at which shareholders may choose
to tender their Shares in the tender offer.
The information agent for the tender offer is Georgeson LLC.
The depositary for the tender offer is Computershare Trust Company,
N.A. The dealer managers for the tender offer are J.P. Morgan
Securities LLC and BofA Securities, Inc. For all questions relating
to the tender offer, please call the information agent, Georgeson
LLC, toll-free at 1-888-607-9107; banks and brokers may call any of
the dealer managers, J.P. Morgan Securities LLC at 1 (877)
371-5947, or BofA Securities, Inc. at 1 (888) 803-9655.
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 recently acquired the operations of Empire City Casino
in New York and Hard Rock Rocks
Casino in Ohio, which was
rebranded as MGM Northfield Park. In 2018, MGM Resorts opened MGM
Springfield in Massachusetts, MGM
COTAI in Macau, and the first
Bellagio-branded hotel in Shanghai. The over 80,000 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.
Additional Information Regarding the Tender Offer
This press release is for informational purposes only. This
press release 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.
The tender offer is being made only 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 filed on February 13, 2020, in each case as
amended or supplemented. Shareholders should read carefully the
offer to purchase, the related letter of transmittal and other
related materials, including all amendments and supplements filed
on Schedule TO and amendments thereto, 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, any amendments and supplements thereto and any
other related materials filed by MGM with the SEC at the SEC's
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.
Forward-Looking Statements
Statements in this release that are not historical facts are
"forward-looking" statements and "safe harbor statements" 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, statements the Company
makes regarding the consummation of the tender offer as described
herein. 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.
MGM RESORTS
CONTACTS:
|
|
Investment
Community
|
News Media
|
AARON
FISCHER
|
BRIAN
AHERN
|
Chief Strategy
Officer
|
Director of Media
Relations
|
(702) 693-7152
or afischer@mgmresorts.com
|
media@mgmresorts.com
|
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SOURCE MGM Resorts International