UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. )
MGM Resorts International
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
552953 10 1
(CUSIP Number)
Gregg Winiarski
Executive Vice President, General Counsel &
Secretary
IAC/InterActiveCorp
555 West 18th Street
New York, NY 10011
Telephone: (212) 314-7300
Facsimile: (212) 314-7309
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
July 29, 2020
(Date of Event which Requires Filing
of this Statement)
If the filing person
has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
* The remainder
of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following
pages)
1
|
NAME OF REPORTING PERSON
IAC/InterActiveCorp
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE
OF FUNDS
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
59,033,902(1)
|
8
|
SHARED VOTING POWER
-0-
|
9
|
SOLE DISPOSITIVE POWER
59,033,902(1)
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,033,902(1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
*
|
Percentage calculated on the basis of 493,281,168 shares of common stock, par value $0.01, of the Company (“Common Stock”)
issued and outstanding as of July 30, 2020 (based upon information contained in the Company’s Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 2020).
|
|
(1)
|
Reflects 59,033,902 shares of Common Stock beneficially owned by IAC/InterActiveCorp (“IAC”).
|
ITEM 1. Security and Issuer.
This statement on Schedule 13D (this “Schedule
13D”) relates to the common stock, $0.01 par value (the “Shares”), of MGM Resorts International (the
“Issuer”). The principal executive offices of the Issuer are located at 3600 Las Vegas Boulevard South, Las
Vegas, Nevada 89109.
ITEM 2. Identity and Background.
This Schedule 13D is being filed by IAC/InterActiveCorp,
a Delaware corporation (“IAC” or the “Reporting Person”). The Reporting Person’s principal
executive offices are located at 555 West 18th Street, New York, New York 10011. The telephone number of the Reporting Person is
(212) 314-7300.
IAC today operates Vimeo, Dotdash and Care.com,
among many other online businesses, and has majority ownership of ANGI Homeservices, which includes HomeAdvisor, Angie’s
List and Handy.
The name, business address,
present principal occupation or employment and citizenship of each director and executive officer of the Reporting Person is set
forth on Schedule A hereto (collectively, the “Covered Persons”), attached and incorporated herein by reference.
During the preceding five years, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of the Covered
Persons, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to
a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws, or finding any violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration.
Shares purchased by Reporting Person
were purchased with working capital in open market purchases, as set forth in Schedule C, which is incorporated by reference
herein. The aggregate purchase price of the 59,033,902 Shares beneficially owned by the Reporting Person is approximately
$1,018,538,036, excluding brokerage commissions.
ITEM 4. Purpose of Transaction.
The Reporting Person
purchased the Shares for investment purposes. The Issuer has indicated that it intends to invite the Reporting Person to join its Board of Directors.
Except for the foregoing, the Reporting Person does not have any present plan or proposal which would relate to or result in
any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur
upon or in connection with completion of, or following, any of the actions discussed herein.
On the date
hereof, the Reporting Person issued a press release (the “Press Release”) and distributed a letter (the
“Letter”) to its shareholders discussing the investment in the Issuer by the Reporting Person. The full
text of the Press Release (including the Letter) is attached hereto as Exhibit 99.1, and is incorporated herein by
reference.
The Reporting Person intends to review its
investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s
financial position and strategic direction, the price levels of the Shares, conditions in the securities markets and general economic
and industry conditions, the Reporting Person may in the future take such actions with respect to its investment in the Issuer
as it deems appropriate, which may include changing its investment purpose and/or, from time to time, additional acquisitions or
dispositions of Shares, the exploration with the Issuer of potential strategic or business transactions relating to the businesses
of the Issuer and the Reporting Person and any matter set forth in subparagraphs (a) - (j)
of Item 4 of Schedule 13D.
ITEM 5. Interest in Securities of the Issuer.
(a)
As of close of business on the date hereof,
Reporting Person has beneficial ownership of approximately 59,033,902 Shares constituting approximately 12.0% of the Shares outstanding.
In addition, as of the date hereof, certain
of the Covered Persons beneficially own the number and percentage of Shares set forth on Schedule B, which is attached and incorporated
by reference.
The aggregate percentage of the Shares reported owned by
each person named herein is based upon 493,281,168 Shares issued and outstanding, which is the total number of Shares outstanding
as of July 30, 2020 as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended June 30, 2020, filed with the
Securities and Exchange Commission (the "SEC") on August 3, 2020.
(b)
The Reporting Person and, to the knowledge
of the Reporting Person, each of the Covered Persons, has the power to vote or direct the vote of, and to dispose or direct the
disposition of the Shares beneficially owned by the Reporting Person or the Covered Person, as applicable.
(c)
The transactions effected by IAC during
the past 60 days are set forth on Schedule C, attached hereto. To the knowledge of the Reporting Person, no transactions in the
Shares were effected by any Covered Person during the 60 days prior to the date of this Schedule 13D.
(d)
No
person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from,
or proceeds from the sale of, the Shares.
(e)
Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
The Issuer has indicated that it intends to
invite the Reporting Person to join its Board of Directors. Except as described in this Item 6, the Reporting Person does not
have any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.
ITEM 7. Material to be Filed as Exhibits.
The following documents are filed as exhibits to this Schedule
13D:
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 10, 2020
|
IAC/InterActiveCORP
|
|
|
|
|
By:
|
/s/ Gregg Winiarski
|
|
Name:
|
Gregg Winiarski
|
|
Title:
|
Executive Vice President, General Counsel and Secretary
|
|
|
|
SCHEDULE A
CERTAIN INFORMATION CONCERNING EXECUTIVE
OFFICERS AND DIRECTORS OF IAC/INTERACTIVECORP
Directors and Executive
Officers of Reporting Person. The following table sets forth as to each of the directors and executive officers, as applicable,
of the Reporting Person: his or her name, citizenship, business address, present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which such employment is conducted. Unless otherwise
indicated, (i) the current business address of each person is 555 West 18th Street, New York, New York 10011, and (ii) the principal
employer of each such individual is IAC/InterActiveCorp: the business address of which is 555 West 18th Street, New York, New York
10011.
IAC/InterActiveCorp:
Name
|
Citizenship
|
Present Principal Occupation or Employment
|
Barry Diller
Chairman
|
United States
|
Chairman and Senior Executive of IAC and the Chairman and Senior Executive of Expedia Group.
|
Joseph Levin
Director and Chief Executive Officer
|
United States
|
Chief Executive Officer of IAC.
|
Victor A. Kaufman
Vice Chairman
|
United States
|
Vice Chairman of IAC
|
Chelsea Clinton
Director
|
United States
|
Vice Chair of the Clinton Foundation
|
Michael D. Eisner
Director
|
United States
|
Chairman of the Tornante Company, LLC.
|
Bonnie S. Hammer
Director
|
United States
|
Chairman of NBCUniversal Content Studios
|
Bryan Lourd
Director
|
United States
|
Partner and Managing Director of Creative Arts Agency.
|
Westley Moore
Director
|
United States
|
Chief Executive Officer of Robin Hood
|
David Rosenblatt
Director
|
United States
|
Chief Executive Officer of 1stdibs.com, Inc.
|
Alan G. Spoon
Director
|
United States
|
Former General Partner, Managing General Partner and Partner Emeritus of Polaris Venture Partners.
|
Alexander von Furstenberg
Director
|
United States
|
Founder and Chief Investment Officer of Ranger Global Advisors, LLC.
|
Richard F. Zannino
Director
|
United States
|
Managing Director at CCMP Capital Advisors, LLC.
|
Glenn H. Schiffman
Executive Vice President and Chief Financial Officer
|
United States
|
Executive Vice President and Chief Financial Officer of IAC.
|
Mark Stein
Executive Vice President and Chief Strategy Officer
|
United States
|
Executive Vice President and Chief Strategy Officer of IAC.
|
Gregg Winiarski
Executive Vice President, General Counsel and Secretary
|
United States
|
Executive Vice President, General Counsel and Secretary of IAC.
|
SCHEDULE B
BENEFICIAL OWNERSHIP OF EXECUTIVE OFFICERS
AND DIRECTORS OF IAC/INTERACTIVECORP
The following table sets
forth, as of the date hereof, the number and percentage of Shares of Issuer that is beneficially owned by each Covered Person.
Name
|
Shares Beneficially Owned
|
Percentage of Shares Beneficially
Owned
|
Barry Diller
|
0
|
*
|
Joseph Levin
|
0
|
*
|
Victor A. Kaufman
|
0
|
*
|
Chelsea Clinton
|
0
|
*
|
Michael D. Eisner
|
0
|
*
|
Bonnie S. Hammer
|
0
|
*
|
Bryan Lourd
|
0
|
*
|
Westley Moore
|
0
|
*
|
David Rosenblatt
|
0
|
*
|
Alan G. Spoon
|
73
|
*
|
Alexander von Furstenberg
|
0
|
*
|
Richard F. Zannino
|
0
|
*
|
Glenn H. Schiffman
|
0
|
*
|
Mark Stein
|
0
|
*
|
Gregg Winiarski
|
0
|
*
|
* Less than 1% of the
class beneficially owned.
SCHEDULE C
Transactions
Effected During the Past 60 Days
The transactions set forth
in the following table were effected by IAC/InterActiveCorp during the past 60 days. Each transaction was effected on the
open market.
Date
|
Security
|
Amount Bought / (Sold)
|
Approx. Price per Share ($)(1)
|
6/9/2020
|
Shares
|
400,000
|
21.9255
|
6/10/2020
|
Shares
|
590,000
|
20.8048
|
6/11/2020
|
Shares
|
571,000
|
18.4918
|
6/12/2020
|
Shares
|
1,450,000
|
18.8798
|
6/15/2020
|
Shares
|
1,000,000
|
19.0167
|
6/16/2020
|
Shares
|
1,350,000
|
19.7288
|
6/17/2020
|
Shares
|
1,450,000
|
19.0486
|
6/18/2020
|
Shares
|
1,900,000
|
18.5957
|
6/19/2020
|
Shares
|
2,000,000
|
18.3391
|
6/22/2020
|
Shares
|
1,000,000
|
17.7363
|
6/23/2020
|
Shares
|
340,000
|
18.0738
|
6/24/2020
|
Shares
|
2,100,000
|
17.1550
|
6/25/2020
|
Shares
|
1,453,146
|
16.3903
|
6/26/2020
|
Shares
|
2,004,600
|
15.9417
|
6/29/2020
|
Shares
|
39,126
|
15.5245
|
6/30/2020
|
Shares
|
217,080
|
16.6043
|
7/1/2020
|
Shares
|
300,000
|
16.7521
|
7/2/2020
|
Shares
|
300,000
|
16.9172
|
7/6/2020
|
Shares
|
153,839
|
16.4766
|
7/7/2020
|
Shares
|
200,000
|
16.2070
|
7/8/2020
|
Shares
|
50,100
|
15.8227
|
7/9/2020
|
Shares
|
54,993
|
15.6389
|
7/20/2020
|
Shares
|
25,000
|
16.2335
|
7/22/2020
|
Shares
|
25,000
|
16.3999
|
7/23/2020
|
Shares
|
25,000
|
15.6791
|
7/27/2020
|
Shares
|
22,000
|
15.3847
|
7/29/2020
|
Shares
|
3,200,000
|
16.0567
|
7/30/2020
|
Shares
|
4,000,000
|
16.4476
|
7/31/2020
|
Shares
|
8,500,000
|
15.9259
|
8/3/2020
|
Shares
|
3,000,000
|
16.3118
|
8/4/2020
|
Shares
|
2,200,000
|
16.6354
|
8/5/2020
|
Shares
|
3,325,000
|
16.7104
|
8/6/2020
|
Shares
|
4,200,000
|
17.7421
|
8/7/2020
|
Shares
|
6,000,000
|
18.8824
|
(1)
|
Excludes brokerage commissions.
|
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