SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment
No. __)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant
[x]
Check the appropriate box:
[ ] Preliminary
Proxy Statement
[ ] Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive
Proxy Statement
[ ] Definitive
Additional Materials
| [x] | Soliciting Material Pursuant to § 240.14a-12 |
MGM Resorts International
(Name of Registrant as Specified In Its Charter)
Land & Buildings Investment Management,
LLC
Land & Buildings Capital Growth Fund,
L.P.
Jonathan Litt
Matthew J. Hart
Richard Kincaid
Marc A. Weisman
(Name of Person(s) Filing
Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate
box):
[ ] Fee
computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.
1) Title of each class of securities
to which transaction applies:
2) Aggregate number of securities
to which transaction applies:
3) Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value
of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary
materials.
[ ] Check box
if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
1) Amount
Previously Paid:
2) Form,
Schedule or Registration Statement No.:
3) Filing
Party:
4) Date
Filed:
On March 17, 2015, Land & Buildings Investment Management, LLC
and its affiliates (collectively, "Land & Buildings") issued a press release announcing that they had released an
investor presentation (the "Presentation") highlighting what they believed to be the opportunity in MGM Resorts International
(the "Company") and that they would be hosting a conference call to discuss the Presentation at 4:00 P.M. EST on Tuesday,
March 17, 2015. The press release also announced Land & Buildings' intent to nominate four individuals for election to the
Board of Directors of the Company at its 2015 annual meeting of stockholders (the "Annual Meeting"). Copies of the press
release and the Presentation are filed herewith as Exhibit 1 and Exhibit 2, respectively.
Later on March 17, 2015, Land & Buildings issued a second press
release reiterating the information regarding that day's conference call. A copy of the second press release is filed herewith
as Exhibit 3.
Information regarding the Participants in a solicitation of proxies
of the stockholders of the Company in connection with the Annual Meeting is filed herewith as Exhibit 4.
EXHIBIT 1
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Land and Buildings Proposes REIT Conversion
of MGM Resorts to Unlock Substantial Real Estate Value and Announces that it Intends to Nominate Four Highly-Qualified Candidates
for Board
| - | Land and Buildings issues investor presentation
proposing REIT conversion, which it believes offers MGM the opportunity to monetize real estate and reduce leverage in a cost-
and tax-efficient manner – |
| - | Land and Buildings believes the net asset
value of MGM is $33 per share and sees a path towards $55 per share value – |
| - | Land and Buildings nominees have the deep
real estate and finance experience that Land & Buildings believes is necessary to help properly evaluate the best strategic
options for MGM’s real estate and capital structure – |
Stamford, CT— (March 17, 2015) – Today
Land and Buildings issued an investor presentation providing a detailed discussion of the opportunity at MGM Resorts International
(NYSE: MGM) (“MGM” or the “Company”). Land and Buildings Founder and Chief Investment Officer Jonathan
Litt will be hosting a conference call on Tuesday, March 17th at 4:00 PM Eastern Time to discuss the presentation. The
presentation is available at www.landandbuildings.com and the dial-in information for the call
is below. Questions or comments can be directed to MGM-REIT@LandandBuildings.com.
The presentation highlights why Land and Buildings believes
MGM is undervalued and how, in its view, that substantial discount to real estate value can be best be unlocked. Land and Buildings
sees 70% upside to a base case net asset value of $33 per share, and up to 180% upside in a bull case, that can be realized through
a REIT conversion, a tax free spin-off of a lodging C-corp, and a reduction of leverage through asset sales and an MGM China special
dividend.
“Land and Buildings believes MGM’s high-quality
real estate portfolio is substantially undervalued in the public markets,” said Jonathan Litt. “We have been attempting
to work collaboratively with MGM management to find an optimal corporate structure for the Company and believe the proposed REIT
conversion detailed in the presentation released today will maximize shareholder value while minimizing costs. We are pleased that
MGM's CEO and Chairman Jim Murren has said he is open to considering a REIT conversion and has stated that his focus is rightfully
on what is best for all shareholders.”
Now is the opportune time to unlock value at MGM
Land and Buildings has conducted extensive due diligence
to understand the potential value and feasibility of the ideas and framework it is proposing for MGM. This has included consulting
with a leading legal advisor with extensive experience in the area of REIT conversions to ensure that the structure Land and Buildings
is proposing would be cost and tax efficient based on publicly available information. Land and Buildings has also conducted significant
analysis that supports the stance that the right time for action would be now:
- Valuation: MGM US trades at 10x EBITDA, well below
hotel and net lease REITs at ~15-16x EBITDA, lodging C-corps at ~15x EBITDA and the Cosmopolitan of Las Vegas which sold to Blackstone
at 17x[i].
- Taxes: MGM is expected to be a US income tax payer
in 2015, creating urgency for REIT conversion.
- In Land and Buildings' view, a tax-free spinoff of MGM's
lodging C-Corp and the election of REIT status would achieve multiple goals, including avoiding any breach of MGM's debt covenants
and limiting MGM's tax leakage through a MGM China special dividend and asset sales.
- Deleveraging: The window is open for MGM to repay
half of its debt in the near-term with no penalty.
- Over $5 billion of debt matures in 2015/2016, including
the balance of MGM’s credit facility.
- Las Vegas: The Las Vegas Strip lodging market
is back for the first time since the financial crisis and domestic EBITDA is ~85% of MGM's total EBITDA.
- MGM Las Vegas EBITDA is likely to grow 10% in 2015, in
our view, and there is ~50% upside for the Las Vegas market to hit 2007 peak levels.
- 70% of revenues from lodging and non-gaming activities
suggesting, in our view, higher valuations are appropriate.
- Macau: In Land and Buildings' view, spinning out
or monetizing MGM China would focus investors on attractive domestic trends.
- A range of external factors position Macau to have significant
value as headwinds dissipate, which could result in an attractive long-term opportunity.
The benefits are clear
Two gaming companies that have elected a similar REIT
conversion offer telling examples of how undervalued public lodging and gaming companies are monetizing their real estate assets
for the benefit of shareholders:
- Penn National Gaming shareholders have enjoyed
a 77% rally since November 15, 2012, when the company announced a spin-off of its real estate assets into a REIT, Gaming and Leisure
Properties (GLPI).
- MGM REIT’s superior asset quality and growth prospects
warrant, in Land and Buildings' view, a premium to GLPI’s 15x EBITDA multiple, but Land and Buildings’ base case is
a conservative 15x EBITDA.
- Pinnacle Entertainment shareholders have enjoyed
a 34% rally since the announcement on November 6, 2014 that it planned to pursue a REIT conversion.
- In fact, on March 9, 2015 GLPI offered to buy the real
estate of Pinnacle at a roughly 50% premium to Pinnacle’s volume weighted average price over the prior 30 day-period.
The Land and Buildings Director Nominees
Land and Buildings has announced its intention to nominate
four directors to the Board of MGM who, in Land and Buildings' view, have the deep real estate and finance experience necessary
to help properly evaluate the best strategic options for MGM’s real estate and capital structure:
- Matthew J. Hart – Former lodging executive
as CFO/COO at Hilton, CFO at Host Marriott and experienced board director and investor.
- Richard Kincaid – Former office executive
as CEO of Equity Office and experienced board director and investor.
- Jonathan Litt – Founder/CIO of Land and
Buildings and former top-ranked sell-side REIT analyst.
- Marc Weisman – Real estate executive and
experienced board director; former CFO of investment bank, co-managing partner of private equity firm, tax and real estate partner
at large law firm.
Participant Dial-in Information:
| · | International: +1 212 231 2910 |
| · | Email MGM-REIT@LandandBuildings.com
with questions or comments |
Additional Biographical Information on Nominees
Matthew J. Hart
Matthew J. Hart served as President and Chief Operating
Officer of Hilton Hotels Corporation, a global hospitality company, from 2003 until his retirement in 2007, where he was responsible
for all operational aspects of Hilton. He previously served as Executive Vice President, Chief Financial Officer and Treasurer
of Hilton from 1996 to 2003. Prior to joining Hilton, from 1995 to 1996, Mr. Hart was Senior Vice President and Treasurer for Walt
Disney Company where he was responsible for the company's corporate and project financing activities. Before joining Disney, Mr.
Hart served as Executive Vice President and Chief Financial Officer for Host Marriott Corporation, from 1993 to 1995 and in various
financial positions at its predecessor, Marriott Corporation, which he joined in 1981.
Since 2006, Mr. Hart has served as a director for American
Airlines Group Inc. (previously US Airways Group Inc.). Mr. Hart is also a member of the board of trustees of American Homes 4
Rent, a leading provider of single-family rental homes, where he has served since 2012. Since 2010, Mr. Hart has served as a director
for Air Lease Corporation, an aircraft leasing company. Mr. Hart has also served as a director of B. Riley Financial & Company
(previously Great American Group Inc.), a diversified financial services firm, since 2009. Since 2014, Mr. Hart has served on the
Advisory Board for KEYPR, a hospitality technology company, and since 2012 has served as a trustee for CCA Investment Trust, an
open-end investment company. Mr. Hart holds a Bachelor of Arts from Vanderbilt University and a Masters of Business Administration
from Columbia University.
Richard Kincaid
Richard Kincaid is currently a private investor in various
early stage companies, as well as the President and Founder of the BeCause Foundation, a nonprofit corporation. Prior to founding
the BeCause Foundation, Mr. Kincaid was the President and Chief Executive Officer of Equity Office Properties Trust, then the
largest publically held office building owner and manager in the United States, until its acquisition
by the Blackstone Group in February 2007. Prior to becoming
President and CEO of Equity Office in 2003, Mr. Kincaid served as the company's Chief Financial Officer, Executive Vice President
and Chief Operating Officer. Prior to joining Equity Office in 1995, Mr. Kincaid was Senior Vice President of Finance for Equity
Group Investments, Inc., where he oversaw debt financing activities for the public and private owners of real estate controlled
by Sam Zell.
Mr. Kincaid has served on the board of directors of Rayonier
Inc., an international real estate investment trust specializing in timber and specialty fibers, since December 2004. Mr. Kincaid
was appointed as Chairman of the board of Rayonier Inc. in July 2014. Mr. Kincaid has also served on the board of directors of
Vail Resorts, a mountain resort operator, since July 2006 and on the board of Strategic Hotels and Resorts, Inc., the owner of
upscale and luxury hotels in North America, since January 2009. In addition, Mr. Kincaid has served as Chairman of the board of
directors of Dividend Capital Diversified Property Fund, an owner of office, industrial and retail assets throughout the United
States, since September 2012. Mr. Kincaid received his master's degree in business administration from the University of Texas,
and his bachelor's degree in finance from Wichita State University.
Jonathan Litt
Jonathan Litt has over 22 years of experience as a global
real estate strategist and an investor in both public real estate securities and direct property. Mr. Litt founded Land and Buildings
in the summer of 2008 to take advantage of the opportunities uncovered by the global property bubble. Previously, Mr. Litt was
Managing Director and Senior Global Real Estate Analyst at Citigroup where he was responsible for Global Property Investment Strategy,
coordinating a 44 person team of research analysts located across 16 countries. Mr. Litt was recognized as a leading analyst since
1995, achieving prestigious Institutional Investor Magazine #1 ranking for 8 years and top five ranking throughout the period.
Mr. Litt also achieved top ranking from Greenwich Associates since 1995. Before moving to the sell-side in 1994, Mr. Litt worked
on the buy-side investing in public real estate securities and buying real property during his tenure at European Investors and
BrookHill Properties, where his career began in 1988. Mr. Litt serves on the Board of Directors at Mack-Cali (NYSE: CLI). Mr. Litt
graduated from Columbia University in 1987 with a BA in Economics and NYU's Stern School of Business in 1990 with an MBA in Finance.
Mr. Litt can often be seen on CNBC or quoted in the Wall Street Journal and other industry publications. He is also the president
of a not-for-profit, the Children with Dyslexia Scholarship Fund, which provides children with scholarships to secondary schools
that specialize in dyslexia.
Marc Weisman
Marc Weisman became the Chief Operating Officer of J.D.
Carlisle LLC, a New York-based real estate development company, on March 1, 2015. Since 1993, Mr. Weisman has managed various investments,
principally in public company equity and debt as well as private real estate transactions, for the Weisman family office. Previously,
Mr. Weisman served as Co-Managing Partner of Sagaponack Partners, LP, a corporate growth capital private equity fund, from 1996
to 2009, and as a group head at Credit Suisse First Boston, in 1996. Mr. Weisman previously served as Chief Financial Officer and
Chief Investment Officer of the ADCO Group, a real estate, banker, and consumer finance company from 1988 to 1995, and prior to
that as Chief Financial Officer of Oppenheimer & Co, Inc. from 1985 to 1987. Mr. Weisman served as an Associate and then Partner
in the tax and real estate departments at Weil Gotshal & Manges, an international law firm, from 1979 to 1985.
Over the last 10 years, Mr. Weisman also served as a director
of Artesyn Technologies, CIVEO Corporation, InterCept Inc., Majesco Holdings Inc. and Sourcecorp. Mr. Weisman holds a bachelor's
degree from Temple University and law degrees from Temple University and New York University.
###
About Land and Buildings:
Land and Buildings is a registered investment manager specializing
in publicly traded real estate and real estate related securities. Land and Buildings seeks to deliver attractive risk adjusted
returns by opportunistically investing in securities of global real estate and real estate related companies, leveraging its investment
professionals' deep experience, research expertise and industry relationships.
Investor Contact:
Scott Winter / Jonathan Salzberger
Innisfree M&A Incorporated
212-750-5833
| · | Media Contact:
Elliot Sloane / Dan Zacchei |
Esloane@sloanepr.com or
Dzacchei@sloanepr.com
LAND & BUILDINGS CAPITAL GROWTH FUND, L.P., LAND &
BUILDINGS INVESTMENT MANAGEMENT, LLC AND JONATHAN LITT (COLLECTIVELY, "LAND & BUILDINGS") AND MATTHEW J. HART, RICHARD
KINCAID AND MARC A. WEISMAN (TOGETHER WITH LAND & BUILDINGS, THE "PARTICIPANTS") INTEND TO FILE WITH THE SECURITIES
AND EXCHANGE COMMISSION (THE "SEC") A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING FORM OF PROXY CARD TO BE USED IN CONNECTION
WITH THE PARTICIPANTS' SOLICITATION OF PROXIES FROM THE STOCKHOLDERS OF MGM RESORTS INTERNATIONAL (THE "COMPANY") FOR
USE AT THE COMPANY'S 2015 ANNUAL MEETING OF STOCKHOLDERS (THE "PROXY SOLICITATION"). ALL STOCKHOLDERS OF THE COMPANY
ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE PROXY SOLICITATION, WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS. WHEN
COMPLETED, THE DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING
PROXY CARD WILL BE FURNISHED TO SOME OR ALL OF THE COMPANY'S STOCKHOLDERS AND WILL BE, ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE
AT NO CHARGE ON THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV/. IN ADDITION, INNISFREE M&A INCORPORATED, LAND & BUILDING'S PROXY
SOLICITOR, WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD, WHEN AVAILABLE, WITHOUT CHARGE UPON
REQUEST.
INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR
DIRECT OR INDIRECT INTERESTS BY SECURITY HOLDINGS IS CONTAINED IN EXHIBIT 4 TO THE SCHEDULE 14A TO BE FILED BY LAND & BUILDINGS
WITH THE SEC ON MARCH 17, 2015. THIS DOCUMENT CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED ABOVE.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains “forward-looking statements”
that involve numerous risks and uncertainties. The statements contained in this communication that are not purely historical
are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. All forward-looking statements included in this document are based
on information available to Land and Buildings on the date hereof. In some cases, you can identify forward-looking
statements by terminology such as “may,” “will,” “seek,” “should,” "could,"
“expect,” “anticipate,” “project,” “estimate,” “intend,” “continue”
or “believe” or the negatives thereof or other variations thereon or comparable terminology. Such statements
are not guarantees of future performance or activities. Due to various risks, uncertainties and assumptions, actual events
or results or actual performance may differ materially from those reflected or contemplated in such forward-looking statements.
The opinions of Land and Buildings are for general informational purposes only and do not have regard to the specific investment
objective, financial situation, suitability or particular need of any specific person, and should not be taken as advice on the
merits of any investment decision. This material does not recommend the purchase or sale of any security. Land and
Buildings reserves the right to change any of its opinions expressed herein at any time as it deems appropriate. Land and
Buildings disclaims any obligation to update the information contained herein. Land and Buildings and/or one or more of
the investment funds it manages may purchase additional MGM Resorts International shares or sell all or a portion of their shares
or trade in securities relating to such shares.1
1
MGM multiple reflects the implied valuation of US assets by backing out the current market value
and EBITDA of MGM’s 51% ownership of MGM China (HK: 2282); Public company multiples as of March 13, 2015 based on consensus
2015 EBITDA estimates from Bloomberg; EBITDA multiple for Cosmopolitan based on J.P. Morgan research.
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EXHIBIT 3
Land and Buildings to Hold Conference
Call on MGM Resorts
Stamford, CT (March 17, 2015) – Land and
Buildings announced that it will hold a conference call on Tuesday, March 17th at 4:00 PM Eastern Time to discuss the investor
presentation it released earlier today on the opportunity at MGM Resorts International (NYSE: MGM) (“MGM” or the “Company”).
The presentation is available at www.landandbuildings.com and information for accessing the call is as follows:
PARTICIPANT ACCESS INFORMATION
| · | International: +1 212 231 2910 |
| · | Email MGM-REIT@LandandBuildings.com with questions or comments |
###
About Land and Buildings:
Land and Buildings is a registered investment manager specializing
in publicly traded real estate and real estate related securities. Land and Buildings seeks to deliver attractive risk adjusted
returns by opportunistically investing in securities of global real estate and real estate related companies, leveraging its investment
professionals' deep experience, research expertise and industry relationships.
Investor Contact:
Scott Winter / Jonathan Salzberger
Innisfree M&A Incorporated
212-750-5833
| · | Media Contact:
Elliot Sloane / Dan Zacchei |
Esloane@sloanepr.com or
Dzacchei@sloanepr.com
LAND & BUILDINGS CAPITAL GROWTH FUND, L.P., LAND &
BUILDINGS INVESTMENT MANAGEMENT, LLC AND JONATHAN LITT (COLLECTIVELY, "LAND & BUILDINGS") AND MATTHEW J. HART, RICHARD
KINCAID AND MARC A. WEISMAN (TOGETHER WITH LAND & BUILDINGS, THE "PARTICIPANTS") INTEND TO FILE WITH THE SECURITIES
AND EXCHANGE COMMISSION (THE "SEC") A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING FORM OF PROXY CARD TO BE USED IN CONNECTION
WITH THE PARTICIPANTS' SOLICITATION OF PROXIES FROM THE STOCKHOLDERS OF MGM RESORTS INTERNATIONAL (THE "COMPANY") FOR
USE AT THE COMPANY'S 2015 ANNUAL MEETING OF STOCKHOLDERS (THE "PROXY SOLICITATION"). ALL STOCKHOLDERS OF THE COMPANY
ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE PROXY SOLICITATION, WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS. WHEN COMPLETED,
THE DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING PROXY CARD WILL BE FURNISHED TO SOME OR ALL OF THE COMPANY'S STOCKHOLDERS AND
WILL BE, ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV/. IN ADDITION,
INNISFREE M&A INCORPORATED, LAND & BUILDING'S PROXY SOLICITOR, WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT AND
ACCOMPANYING PROXY CARD, WHEN AVAILABLE, WITHOUT CHARGE UPON REQUEST.
INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR
DIRECT OR INDIRECT INTERESTS BY SECURITY HOLDINGS IS CONTAINED IN EXHIBIT 4 TO THE SCHEDULE 14A TO BE FILED BY LAND & BUILDINGS
WITH THE SEC ON MARCH 17, 2015. THIS DOCUMENT CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED ABOVE.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains “forward-looking statements”
that involve numerous risks and uncertainties. The statements contained in this communication that are not purely historical
are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. All forward-looking statements included in this document are based
on information available to Land and Buildings on the date hereof. In some cases, you can identify forward-looking statements
by terminology such as “may,” “will,” “seek,” “should,” "could," “expect,”
“anticipate,” “project,” “estimate,” “intend,” “continue” or “believe”
or the negatives thereof or other variations thereon or comparable terminology. Such statements are not guarantees of future
performance or activities. Due to various risks, uncertainties and assumptions, actual events or results or actual
performance may differ materially from those reflected or contemplated
in such forward-looking statements. The opinions of Land and Buildings are for general informational purposes only and do
not have regard to the specific investment objective, financial situation, suitability or particular need of any specific person,
and should not be taken as advice on the merits of any investment decision. This material does not recommend the purchase
or sale of any security. Land and Buildings reserves the right to change any of its opinions expressed herein at any time
as it deems appropriate. Land and Buildings disclaims any obligation to update the information contained herein. Land
and Buildings and/or one or more of the investment funds it manages may purchase additional MGM Resorts International shares or
sell all or a portion of their shares or trade in securities relating to such shares.
EXHIBIT 4
LAND & BUILDINGS CAPITAL GROWTH FUND, L.P., LAND & BUILDINGS
INVESTMENT MANAGEMENT, LLC AND JONATHAN LITT (COLLECTIVELY, "LAND & BUILDINGS") AND MATTHEW J. HART, RICHARD KINCAID
AND MARC A. WEISMAN (TOGETHER WITH LAND & BUILDINGS, THE "PARTICIPANTS") INTEND TO FILE WITH THE SECURITIES AND EXCHANGE
COMMISSION (THE "SEC") A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING FORM OF PROXY CARD TO BE USED IN CONNECTION WITH
THE PARTICIPANTS' SOLICITATION OF PROXIES FROM THE STOCKHOLDERS OF MGM RESORTS INTERNATIONAL (THE "COMPANY") FOR USE
AT THE COMPANY'S 2015 ANNUAL MEETING OF STOCKHOLDERS (THE "PROXY SOLICITATION"). ALL STOCKHOLDERS OF THE COMPANY ARE
ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE PROXY SOLICITATION, WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS. WHEN COMPLETED,
THE DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING PROXY CARD WILL BE FURNISHED TO SOME OR ALL OF THE COMPANY'S STOCKHOLDERS AND
WILL BE, ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV/. IN ADDITION,
INNISFREE M&A INCORPORATED, LAND & BUILDING'S PROXY SOLICITOR, WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT AND
ACCOMPANYING PROXY CARD, WHEN AVAILABLE, WITHOUT CHARGE UPON REQUEST.
PARTICIPANTS
Land & Buildings Investment Management, LLC, together with the
entities and individuals below (collectively, the "Participants"), are anticipated to be, or may be deemed to be, participants
in a solicitation of proxies from the stockholders of MGM Resorts International (the "Company") in connection with the
2015 annual meeting of the stockholders (the "Proxy Solicitation").
The Participants include (i) Land & Buildings Capital Growth
Fund, L.P. ("L&B Fund"); (ii) Land & Buildings Investment Management, LLC ("L&B IM"); (iii) Jonathan
Litt ("Mr. Litt, and together with L&B Fund and L&B IM, "Land & Buildings"); and (iv) each of the following
individuals whom, in addition to Mr. Litt, Land & Buildings proposes to nominate as a director pursuant to the Proxy Solicitation:
Matthew J. Hart, Richard Kincaid and Marc A. Weisman (together with Mr. Litt, the "Nominees").
Land & Buildings' principal business is investment management.
The principal business of the L&B Fund is to serve as a private investment fund. Mr. Litt's principal business is to serve
as
the portfolio manager of L&B IM. Mr. Hart's principal business
until his retirement in 2007 was to serve as the President and Chief Operating Officer of Hilton Hotels Corporation, and he currently
serves as a director or trustee of several public and private companies. Mr. Kincaid is a private investor in various early stage
companies as well as the President and Founder of the Because Foundation, a nonprofit corporation. Mr. Weisman is the Chief Operating
Officer of J.D. Carlisle LLC, a New-York based real estate development company.
The principal
business address of (i) L&B Fund and Mr. Litt is c/o Land & Buildings Investment Management, LLC, 1 Landmark Square, 7th
Floor, Stamford, CT 06901 and (ii) L&B IM is 1 Landmark Square, 7th Floor, Stamford, CT 06901. The principal business address
of Mr. Hart is 11111 Santa Monica Blvd., Suite 1150, Los Angeles, CA 90025. The principal business address of Mr. Kincaid is 730
W. Randolph St., 3rd Floor, Chicago, IL, 60661. The principal business address of Mr. Weisman
is 352 Park Avenue South, 15th Floor, New York, NY 10010.
As of
the close of business on March 16, 2015, the Participants may have been deemed to beneficially own an aggregate of 3,725,000 shares
of Common Stock, par value $0.01 per share (the "Common Stock"), constituting approximately 0.8% of the Company's outstanding
Common Stock. The aggregate number and percentage of Common Stock reported herein are based upon the 491,313,258 shares of Common
Stock outstanding as of February 24, 2015, as reported in the Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 2014 filed with the Securities and Exchange Commission (the "SEC") on March 2, 2015. Of the 3,725,000 shares
of Common Stock beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) in the aggregate by the Participants:
(a) 100 shares of Common Stock are held by L&B Fund in record name; (b) 3,497,400 shares of Common Stock (including the 100
shares of Common Stock held by L&B Fund in record name, 1,134,300 shares of Common Stock held by a wholly owned limited liability
company ("L&B LLC") and call options to purchase 1,772,500 shares of Common Stock) may be deemed to be beneficially
owned by L&B Fund; (c) 3,717,000 shares of Common Stock (including the 100 shares of Common Stock held by L&B Fund in
record name and call options to purchase 1,900,000 shares of Common Stock) may be deemed to be beneficially owned by L&B IM
by virtue of investment management agreements with L&B Fund, L&B LLC and a separate managed account; (d) 3,717,000 shares
of Common Stock (including the 100 shares of Common Stock held by L&B Fund in record name and call options to purchase 1,900,000
shares of Common Stock) may be deemed to be beneficially owned by Mr. Litt, a United States citizen, by virtue of his direct and
indirect control of each of L&B Fund, L&B LLC and L&B IM; (e) 5,000 shares of Common Stock may be deemed to be beneficially
owned by Mr. Hart; and (f) 3,000 shares of Common Stock may be deemed to be beneficially owned by Mr. Weisman.
L&B Fund directly owns (i) call options on an aggregate of 146,900
shares of Common Stock with a strike price of $20.00 and an expiration date of June 19, 2015; (ii) call options on an aggregate
of 223,600 shares of Common Stock with a strike price of $21.00 and an expiration date of June 19, 2015; (iii) call options on
an aggregate of 102,200 shares of Common Stock with a strike price of $20.00 and an expiration date of September 18, 2015; and
(iv) call options
on an aggregate of 134,100 shares of Common Stock with a strike
price of $21.00 and an expiration date of September 18, 2015. L&B LLC directly owns (i) call options on an aggregate of 282,200
shares of Common Stock with a strike price of $20.00 and an expiration date of June 19, 2015; (ii) call options on an aggregate
of 429,400 shares of Common Stock with a strike price of $21.00 and an expiration date of June 19, 2015; (iii) call options on
an aggregate of 196,300 shares of Common Stock with a strike price of $20.00 and an expiration date of September 18, 2015; and
(iv) call options on an aggregate of 257,800 shares of Common Stock with a strike price of $21.00 and an expiration date of September
18, 2015. The separately managed account directly owns (i) call options on an aggregate of 30,900 shares of Common Stock with a
strike price of $20.00 and an expiration date of June 19, 2015; (ii) call options on an aggregate of 47,000 shares of Common Stock
with a strike price of $21.00 and an expiration date of June 19, 2015; (iii) call options on an aggregate of 21,500 shares of Common
Stock with a strike price of $20.00 and an expiration date of September 18, 2015; and (iv) call options on an aggregate of 28,100
shares of Common Stock with a strike price of $21.00 and an expiration date of September 18, 2015.
As a result of the Proxy Solicitation, Land & Buildings, Mr.
Hart and Mr. Weisman may be deemed to be a "group" pursuant to Rule 13d-5(b)(1) promulgated under the Securities Exchange
Act of 1934, as amended. Collectively, Land & Buildings, Mr. Hart and Mr. Weisman may be deemed to beneficially own 3,725,000
shares of Common Stock, representing approximately 0.8% of the outstanding shares of Common Stock. Land & Buildings expressly
disclaims beneficial ownership of the shares of Common Stock and call options held by each of Mr. Hart and Mr. Weisman, and Mr.
Hart and Mr. Weisman each expressly disclaim beneficial ownership of the shares of Common Stock and call options held by Land &
Buildings.
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