SCHEDULE TO AMENDMENT NO. 4
This Amendment No. 4 (the Amendment No. 4) amends and supplements the Tender Offer Statement on Schedule TO (the Schedule TO)
originally filed with the United States Securities and Exchange Commission (the SEC) by MGM Resorts International (MGM, the Company or the Registrant) on February 13, 2020, as amended on
February 14, 2020 (Amendment No. 1), as further amended on February 14, 2020 (Amendment No. 2) and as further amended on February 27, 2020 (Amendment No. 3), in connection with the
Companys offer to purchase up to $1,250,000,000 in value of shares of its common stock, par value $0.01 per share (the Shares and, such offer, the Tender Offer). The Tender Offer is being made in accordance with the
terms and subject to the conditions described in the Offer to Purchase dated February 13, 2020 (as supplemented and amended to the date hereof, the Offer to Purchase), and in the amended and restated Letter of Transmittal (the
Amended and Restated Letter of Transmittal) (which are included as part of this Schedule TO) and is scheduled to expire at 12:00 Midnight, at the end of the day, New York City time, on March 12, 2020, unless the Tender Offer is
extended or terminated (such date and time, as they may be extended, the Expiration Date). The Offer to Purchase was filed with the Schedule TO as Exhibit (a)(1)(A) and the Amended and Restated Letter of Transmittal is being filed
herewith as Exhibit (a)(1)(H).
Only those items amended are reported in this Amendment No. 4. Except as specifically provided herein, the
information contained in the Schedule TO (as previously amended and supplemented by Amendment No. 1, Amendment No. 2 and Amendment No. 3) remains unchanged and this Amendment No. 4 does not modify any of the information
previously reported on the Schedule TO. You should read this Amendment No. 4 together with the Schedule TO (as previously amended and supplemented by Amendment No. 1, Amendment No. 2 and Amendment No. 3), the Offer to Purchase
and the Amended and Restated Letter of Transmittal.
Items 1 through 11.
Items 1 through 11 of the Schedule TO, to the extent they incorporate by reference information contained in the Offer to Purchase and the Amended and Restated
Letter of Transmittal, are hereby amended as follows:
Amendments to the Tender Offer
Changes in Price Range
On February 28, 2020,
the Company announced that it adjusted the price range of the Tender Offer to a price not greater than $28.00 nor less than $23.50 per Share to the seller in cash, less any applicable withholding taxes and without interest, with the exact prices to
be determined through the modified Dutch auction pricing mechanism set forth in the Offer to Purchase. The aggregate amount of Shares to be purchased pursuant to the Tender Offer of up to $1,250,000,000 in value of Shares 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 Tender Offer is extended or terminated. The
Company issued a press release in connection with the foregoing, which is filed as Exhibit (a)(5)(F) to this Amendment No. 4 and is hereby incorporated by reference into the Schedule TO and the Offer to Purchase.
As a result of the foregoing changes in the price range for the Tender Offer:
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All references in the Offer to Purchase and in the related Tender Offer documents to the price range for the
Tender Offer or the price at which the Company is offering to purchase Shares now mean a price of not greater than $28.00 and not less than $23.50 per Share.
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All references to the minimum Final Purchase Price in the Offer (previously $29.00 per share) now mean a minimum
price of $23.50 per Share.
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All references to the maximum Final Purchase Price in the Offer (previously $34.00 per share) now mean a maximum
price of $28.00 per Share.
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All references to the closing market price for the Shares now mean a closing market price of $24.56 per share on
February 28, 2020, the date of the announcement of the amendment of the price range for the Tender Offer.
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