MGM RESORTS INTERNATIONAL (NYSE:MGM) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On June15, 2018, MGM China Holdings Limited (“MGM China”), an indirect majority-owned subsidiary of MGM Resorts International (the “Company”), and MGM Grand Paradise, S.A., a wholly owned subsidiary of MGM China (“MGM Grand Paradise,” and together with MGM China, the “Borrowers”), entered into a fifth supplemental agreement (the “Supplement”), by and among the Borrowers and certain Lenders and Arrangers party thereto, which effected a fifth amendment and restatement of the credit agreement originally dated July27, 2010 and attached as Schedule3 to the Supplement (the “Amended and Restated Credit Agreement”), to which MGM China’s existing senior secured credit facilities were amended and restated in their entirety.
The Amended and Restated Credit Agreement provided for a reduction in the total revolving credit commitments from HK$11.31billion to HK$7.8billion and an increase in the total term loan commitments from HK$12.09billion to HK$15.6billion (the aggregate amount under the Amended and Restated Credit Agreement will remain unchanged). In addition, the final maturity date of the Amended and Restated Credit Agreement will be extended from April29, 2019 to June26, 2022, but no revolving credit loans or term loans shall remain outstanding after, and no revolving credit or term loan commitments shall be available after, March31, 2022. The Amended and Restated Credit Agreement further provided that if MGM Grand Paradise does not obtain an extension to its gaming subconcession arrangement under the subconcession contract by March31, 2020, the revolving credit facility will be reduced to HK$4.68billion on March31, 2020 and any revolving credit loans in excess of HK$4.68billion outstanding on such date shall be permanently prepaid together with accrued interest on such date. In addition, if any initial or subsequent extension to the subconcession arrangement expires prior to March31, 2022, the revolving credit facility will be reduced to HK$4.68billion on the date of the expiry of such gaming subconcession arrangement.
The Amended and Restated Credit Agreement will bear interest at a fluctuating rate per annum based on HIBOR plus a margin in the range of 1.375% to 2.50% per annum, as determined by the MGM China’s leverage ratio.
The material subsidiaries of MGM China guaranteed the Amended and Restated Credit Agreement, and MGM China, MGM Grand Paradise and such subsidiaries will grant a first priority security interest in substantially all of their assets to secure the Amended and Restated Credit Agreement.
The Amended and Restated Credit Agreement contains customary representations and warranties, events of default, affirmative covenants and negative covenants, which impose restrictions on, among other things, the ability of MGM China and its subsidiaries to make investments, pay dividends and sell assets, and to incur additional liens.MGM China is also required to maintain compliance with a maximum consolidated total leverage ratio and a minimum interest coverage ratio. In addition, if the Company ceases to own more than 50% of the share capital of MGM China then all outstanding loans under the Amended and Restated Credit Agreement will be immediately due and payable.
The foregoing description of the Amended and Restated Credit Agreement is qualified in its entirety by reference to the Amended and Restated Credit Agreement, which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.
The representations, warranties and covenants contained in the Amended and Restated Credit Agreement were made only for purposes of the Amended and Restated Credit Agreement and as of the specific date (or dates) set forth therein, and were solely for the benefit of the parties to the Amended and Restated Credit Agreement and are subject to certain limitations as agreed upon by the contracting parties. In addition, the representations, warranties and covenants contained in the Amended and Restated Credit Agreement may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries of the Amended and Restated Credit Agreement and should not rely on the representations, warranties and covenants contained therein, or any descriptions thereof, as characterizations of the actual state of facts or conditions of MGM China.
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Item 1.01 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by reference into this Item 1.01.
Item 1.01 Financial Statements and Exhibits.
(a)Not applicable.
(b)Not applicable.
(c)Not applicable.
(d)Exhibits:
MGM Resorts International ExhibitEX-10.1 2 d610101dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION VERSION FIFTH SUPPLEMENTAL AGREEMENT DATED 15 June 2018 BETWEEN MGM CHINA HOLDINGS LIMITED MGM GRAND PARADISE,…To view the full exhibit click here
About MGM RESORTS INTERNATIONAL (NYSE:MGM)
MGM Resorts International is a holding company. The Company owns and operates casino resorts. It operates in two segments: wholly owned domestic resorts and MGM China. Its casino resorts offer gaming, hotel, convention, dining, entertainment, retail and other resort amenities. It has additional business activities, including its investments in unconsolidated affiliates, and other corporate and management operations. Its wholly owned domestic resorts consisted of casino resorts in Las Vegas, Nevada, which includes Bellagio, MGM Grand Las Vegas, Mandalay Bay, The Mirage, Luxor, New York-New York, Excalibur, Monte Carlo and Circus Circus Las Vegas. It also operates other casinos, which includes MGM Grand Detroit in Detroit, Michigan; Beau Rivage in Biloxi, Mississippi, and Gold Strike Tunica in Tunica, Mississippi. MGM China’s operations consist of the MGM Macau resort and casino and the development of an integrated casino, hotel, and entertainment resort on the Cotai Strip in Macau.
