MGM RESORTS INTERNATIONAL : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Lease

In connection with the transactions contemplated by the MTA, on the Closing Date, the Tenant entered into a long-term triple-net lease agreement (the "Lease") with the Landlord pursuant to which the Property was leased to the Tenant. The Lease has an initial lease term of thirty years with two a ten-year renewal terms at the option of the Tenant. The Lease requires the Tenant to pay substantially all costs associated with the Property, including real estate taxes, insurance, utilities and routine maintenance, in addition to the base rent.

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The initial base rent due under the Lease is $292 million (the "Rent"). The Rent will escalate annually throughout the term of the lease at a rate of 2% per annum for the first fifteen years and thereafter equal to the greater of 2% and the CPI increase during the prior year subject to a cap of 3%. In addition, the Lease provides that the Tenant is obligated to spend a specified percentage of net revenues at the properties on capital expenditures and for the Tenant and the Company to comply with certain financial covenants, which, if not met, would require the Tenant to maintain cash security or a letter of credit in favor of the Landlord in an amount equal to rent for the succeeding one year period. The Company has also provided a guarantee of the Tenant's obligations under the Lease.

This description of the Lease is qualified in its entirety by reference to the full text of the Lease filed as Exhibit 10.1 hereto. Exhibits and schedules that have been excluded from the text of the Lease attached hereto will be supplementally furnished to the Commission upon request.

MGP Lease Amendment

In connection with the transactions contemplated by the MTA, on the Closing Date, MGP Lessor, LLC (the "MGP Landlord") entered into the Sixth Amendment to Master Lease (the "MGP Lease Amendment") with MGM Lessee, LLC (the "MGM Tenant") to remove the Mandalay Bay Property from the list of facilities leased by the MGP Landlord to the MGM Tenant pursuant to that certain Master Lease, dated April 25, 2016 (as amended the "MGP Master Lease") between MGP Landlord and MGM Tenant. Pursuant to the MGP Lease Amendment, the aggregate rent payable by the MGM Tenant under the MGP Master Lease will be reduced by $133 million per year.

This description of the MGP Lease Amendment is qualified in its entirety by reference to the full text of the MGP Lease Amendment filed as Exhibit 10.2 hereto. Exhibits and schedules that have been excluded from the text of the MGP Lease Amendment attached hereto will be supplementally furnished to the Commission upon request.

Tax Protection Agreement

In connection with the transactions contemplated by the MTA, on the Closing Date, the Company also entered into a Tax Protection Agreement (the "Tax Protection Agreement") with the Joint Venture and MGP OP pursuant to which the Joint Venture agreed to (1) indemnify the Company for certain tax liabilities resulting from its recognition of income or gain during the period commencing on the Closing Date and ending one hundred eighty (180) days after the ninth anniversary of the Closing Date (which may be extended in certain circumstances with respect to the following clause (iii)) if such liabilities result from (i) a transaction involving a direct or indirect taxable disposition of all or a portion of the Property, (ii) a merger or other transaction that would convert interests in the Joint Venture held by MGP OP to cash or otherwise result in a taxable disposition of such interests or (iii) the Joint Venture's failure to maintain and allocate minimum levels of liabilities for taxation purposes in the manner specified in the Tax Protection Agreement and (2) comply with certain tax covenants in that certain Amended and Restated Limited Liability Company Agreement of MGP BREIT Venture 1 LLC that could impact the tax liabilities of the Company.

This description of the Tax Protection Agreement is qualified in its entirety by reference to the full text of the Tax Protection Agreement filed as Exhibit 10.3 hereto. Exhibits and schedules that have been excluded from the text of the Tax Protection Agreement attached hereto will be supplementally furnished to the Commission upon request.

Guaranty

In connection with the transactions contemplated by the MTA, on the Closing Date, the Company entered into an unsecured Guaranty (the "Guaranty") pursuant to which it guaranteed the $3.0 billion principal amount of indebtedness (and any interest accrued and unpaid thereon) under that certain Loan Agreement, dated as of the Closing Date, by and among the Landlord and the lenders named therein (the "Guaranteed Obligations"). The Company is required to make payments under the Guaranty if the applicable lenders have exhausted certain remedies to collect the Guaranteed Obligations and amounts in respect of the Guaranteed Obligations remain outstanding.

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This description of the Guaranty is qualified in its entirety by reference to the full text of the Guaranty filed as Exhibit 10.4 hereto. Exhibits and schedules that have been excluded from the text of the Guaranty attached hereto will be supplementally furnished to the Commission upon request.

New Credit Agreement

In connection with the transactions contemplated by the MTA, on the Closing Date, the Company entered into an unsecured credit agreement among the Company, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent (the "Credit Agreement").

The Credit Agreement is comprised of a $1.5 billion unsecured revolving facility (the "Revolving Credit Facility"). The interest rate of the Revolving Credit Facility will be determined by reference to a total net leverage ratio pricing grid, which would result in an interest rate of LIBOR plus 1.50% to 2.25%. The Revolving Credit Facility will mature in February 2025.

As a condition precedent to the effectiveness of the Credit Agreement, certain proceeds of the transactions contemplated by the MTA were used to prepay at par the entire principal amount of the outstanding revolving loans under the Company's existing Amended and Restated Credit Agreement, dated as of April 25, 2016 (the "Existing Credit Agreement"), and the revolving commitments under the prior credit agreement were terminated.

The Credit Agreement governing the Revolving Credit Facility contains customary covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to: (i) incur additional indebtedness; (ii) merge with a third party or engage in other fundamental changes; (iii) make restricted payments; (iv) enter into, create, incur or assume any liens; (v) make certain sales and other dispositions of assets; (vi) enter into certain transactions with affiliates; (vii) make certain payments on certain other indebtedness; (viii) make certain investments; and (ix) incur restrictions on the ability of restricted subsidiaries to make certain distributions, loans or transfers of . . .

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure under the Introductory Note and Item 1.01 is incorporated herein by reference.

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Item 2.03 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 with respect to the Guaranty and the Credit Agreement is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.


(b) Not applicable.


(c) Not applicable.


(d) Exhibits:


Exhibit
  No.                                        Description

    2.1*          Master Transaction Agreement by and among MGM Resorts
                International, MGM Growth Properties Operating Partnership LP and
                BCORE Windmill Parent LLC, and, solely with respect to certain
                sections therein, MGM Growth Properties LLC, dated as of January 14,
                2020 (incorporated by reference to Exhibit 2.1 of MGM Resort
                International's Current Report on Form 8-K filed with the Commission
                on January 14, 2020).

   10.1           Lease, by and between Mandalay PropCo, LLC, MGM Grand PropCo, LLC
                and MGM Lessee II, LLC, dated as of February 14, 2020.

   10.2           Sixth Amendment to Master Lease, by and between MGP Lessor, LLC and
                MGP Lessee, LLC, dated as of February 14, 2020.

   10.3           Tax Protection Agreement, by and among MGM Resorts International,
                MGM Growth Properties Operating Partnership LP and MGP BREIT Venture
                1 LLC, dated as of February 14, 2020.

   10.4           Guaranty Agreement, dated as of February 14, 2020.

   10.5           Credit Agreement, dated as of February 14, 2020, among MGM Resorts
                International, the Lenders from time to time party thereto and Bank
                of America, N.A., as Administrative Agent.

   104          Cover Page Interactive Data File (embedded within the Inline XBRL
                document).


* Previously filed.


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