MGM RESORTS INTERNATIONAL (NYSE:MGM) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02
On May28, 2018, MGM Resorts International (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Yonkers Racing Corporation, a New York corporation (“YRC”), Brian Boru of Westchester, Inc., a New York corporation (“Boru”), Westchester Mercantile Market, Inc., a New York corporation (“Mercantile”), Boru Merger Sub, LLC, a New York limited liability company and a wholly-owned subsidiary of the Company, Mercantile Merger Sub, LLC, a New York limited liability company and a wholly-owned subsidiary of the Company, and Shareholder Representative Services LLC, a Colorado limited liability company, to which, among other things, the Company agreed to acquire each of YRC, Boru and Mercantile (which collectively own the real property and operations associated with the Empire City Casino) to three separate mergers (collectively, the “Mergers) for approximately $850million, subject to customary post-closing working capital and other adjustments, and inclusive of the refinancing of Empire City’s outstanding debt, which is expected to be approximately$245million at the time of closing. In connection with the Mergers, the Company has agreed to provide approximately $260million of the consideration in the form of the Company’s common stock, based on a volume weighted average price of a share of the Company’s common stock for a ten-trading-day period prior to the closing date.
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.