MGM RESORTS INTERNATIONAL (NYSE:MGM) Files An 8-K Entry into a Material Definitive Agreement

MGM RESORTS INTERNATIONAL (NYSE:MGM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

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On June 18, 2018, MGM Resorts International (the “Company”) issued $1,000,000,000 in aggregate principal amount of its 5.750% Senior Notes due 2025 (the “Notes”). The Notes were issued to the Indenture, dated as of March 22, 2012 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a sixth supplemental indenture, dated as of June18, 2018 (the “Sixth Supplemental Indenture”), among the Company, the subsidiary guarantors named therein and the Trustee. A copy of the Sixth Supplemental Indenture is filed herewith as Exhibit 4.1.

The Notes were offered and sold to the Company’s automatic shelf registration statement on Form S-3 (Registration No.333-223375) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on March1, 2018, as supplemented by the final prospectus supplement, dated June 14, 2018 and filed with the SEC on June 15, 2018.

The Notes will be guaranteed, jointly and severally, on a senior basis by the Company’s subsidiaries that guarantee its senior credit facility and existing notes, except for MGM Elgin Sub, Inc., unless and until the Company obtains Illinois gaming approval, and except for Marina District Development Company, LLC, and Marina District Development Holding Co., LLC, unless and until the Company obtains New Jersey gaming approval. The Notes will not be guaranteed by the Company’s foreign subsidiaries and certain domestic subsidiaries, including MGM China Holdings Limited, MGM National Harbor, LLC, Blue Tarp reDevelopment, LLC (the subsidiary developing MGM Springfield), MGM Grand Detroit, LLC, MGM Growth Properties LLCand any of their respective subsidiaries.

The Company intends to use the net proceeds from this offering for general corporate purposes, which could include refinancing existing indebtedness, funding a portion of the cost of acquisitions the Company consummates, paying dividends on common stock or repurchasing common stock in accordance with the Company’s share repurchase program. Pending such use, the Company may invest the net proceeds in short-term interest-bearing accounts, securities or similar investments.

The above description of the Base Indenture, the Sixth Supplemental Indenture and the Notes are summaries only and are qualified in their entirety by the terms of such agreements and instruments, respectively. The Sixth Supplemental Indenture is incorporated by reference into the Registration Statement.

Underwriting Agreement

In connection with the offering of the Notes, on June 14, 2018, the Company entered into an underwriting agreement (the “Underwriting Agreement”) among the Company, the guarantors named therein and Citigroup Global Markets Inc. as representative of the several underwriters named therein (the “Underwriters”). to the Underwriting Agreement and subject to the terms and conditions expressed therein, the Company agreed to sell $1,000,000,000 in aggregate principal amount of the Notes and the Underwriters agreed to purchase the Notes for resale to the public.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto. The Underwriting Agreement is also incorporated by reference into the Company’s Registration Statement.

The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the Underwriting Agreement and as of the specific date (or dates) set forth therein, and were solely for the benefit of the parties to the Underwriting Agreement and are subject to certain limitations as agreed upon by the contracting parties. In addition, the representations, warranties and covenants contained in the Underwriting 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 Underwriting 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 the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Underwriting Agreement, which subsequent developments may not be fully reflected in the Company’s public disclosure.

Opinions

The legal opinions (and related consents) regarding the validity of the Notes and the related guarantees offered to the Registration Statement (as amended and supplemented) of the following law firms are filed herewith: Milbank, Tweed, Hadley& McCloy LLP, Brown Rudnick LLP, Brownstein Hyatt Farber Schreck, LLP, Butler Snow LLP and Fox Rothschild LLP.

Item 1.01 Financial Statements and Exhibits.

Exhibit

No.

Description
1.1 Underwriting Agreement, dated June 14, 2018, among MGM Resorts International, the guarantors named therein and Citigroup Global Markets Inc., as representative of the several underwriters named therein
4.1 Sixth Supplemental Indenture, dated June 18, 2018, among MGM Resorts International, the guarantors named therein and U.S. Bank National Association, as trustee, to the Indenture, dated as of March 22, 2012, among MGM Resorts International and U.S. Bank National Association, as trustee, relating to the 5.750% senior notes due 2025
5.1 Opinion of Milbank, Tweed, Hadley& McCloy LLP
5.2 Opinion of Brown Rudnick LLP
5.3 Opinion of Brownstein Hyatt Farber Schreck, LLP
5.4 Opinion of Butler Snow LLP
5.5 Opinion of Fox Rothschild LLP
23.1 Consent of Milbank, Tweed, Hadley& McCloy LLP (included in the opinion filed as Exhibit 5.1)
23.2 Consent of Brown Rudnick LLP (included in the opinion filed as Exhibit 5.2)
23.3 Consent of Brownstein Hyatt Farber Schreck, LLP (included in the opinion filed as Exhibit 5.3)
23.4 Consent of Butler Snow LLP (included in the opinion filed as Exhibit 5.4)
23.5 Consent of Fox Rothschild LLP (included in the opinion filed as Exhibit 5.5)


MGM Resorts International Exhibit
EX-1.1 2 d206849dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION MGM RESORTS INTERNATIONAL (a Delaware corporation) $1,…
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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.

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