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MarketScreener Homepage  >  Equities  >  Nyse  >  MGM Resorts International    MGM

MGM RESORTS INTERNATIONAL

(MGM)
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MGM RESORTS INTERNATIONAL FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

10/13/2020 | 04:43pm EST

Item 1.01 Entry into a Material Definitive Agreement.

On October 13, 2020, MGM Resorts International (the "Company") issued $750,000,000 in aggregate principal amount of its 4.750% Senior Notes due 2028 (the "Notes"). The Notes were issued pursuant 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 the ninth supplemental indenture, dated as of October 13, 2020 (the "Ninth Supplemental Indenture"), among the Company, the subsidiary guarantors named therein and the Trustee. A copy of the Ninth Supplemental Indenture is filed herewith as Exhibit 4.1.

The Notes were offered and sold pursuant to the Company's automatic shelf registration statement on Form S-3 (Registration No. 333-223375) filed with the Securities and Exchange Commission (the "SEC") on March 1, 2018 (as amended by Post-Effective Amendment No. 1, dated March 27, 2019, and as further amended by Post-Effective Amendment No. 2, dated April 23, 2020, the "Registration Statement"), as supplemented by the final prospectus supplement dated October 8, 2020 and filed with the SEC on October 9, 2020.

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 Marina District Development Company, LLC and Marina District Development Holding Co., LLC, unless and until the Company obtains New Jersey gaming approval, and except for MGM Yonkers, Inc., unless and until the Company obtains New York 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, MGM Grand Detroit, LLC, MGM Growth Properties LLC and any of their respective subsidiaries.

The Company intends to use the net proceeds from the offering of the Notes for general corporate purposes, which could include refinancing existing indebtedness. 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 Ninth Supplemental Indenture and the Notes are summaries only and are qualified in their entirety by the terms of such agreements and instruments, respectively. The Ninth Supplemental Indenture is incorporated by reference into the Registration Statement.


Item 8.01 Other Events.


Underwriting Agreement

In connection with the offering of the Notes, on October 8, 2020, the Company entered into an underwriting agreement (the "Underwriting Agreement") among the Company, the guarantors named therein and BofA Securities, Inc. as representative of the several underwriters named therein (the "Underwriters"). Pursuant to the Underwriting Agreement and subject to the terms and conditions expressed therein, the Company agreed to sell $750,000,000 in aggregate principal amount of the Notes and the Underwriters agreed to purchase the Notes for resale to the public.




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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 pursuant to the Registration Statement (as amended and supplemented) of the following law firms are filed herewith: Milbank LLP, Butler Snow LLP, Fox Rothschild LLP and Taft Stettinius & Hollister LLP.




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Item 9.01 Financial Statements and Exhibits.





(a) Not applicable.




(b) Not applicable.




(c) Not applicable.




(d) Exhibits:




Exhibit
  No.                                    Description

 1.1          Underwriting Agreement, dated October 8, 2020, among MGM Resorts
            International, the guarantors named therein and BofA Securities, Inc.,
            as representative of the several underwriters named therein

 4.1          Ninth Supplemental Indenture, dated October 13, 2020, 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 4.750% senior notes due 2028


 5.1          Opinion of Milbank LLP

 5.2          Opinion of Butler Snow LLP, as Massachusetts counsel to the Company


 5.3          Opinion of Butler Snow LLP, as Nevada counsel to the Company

 5.4          Opinion of Butler Snow LLP, as Mississippi counsel to the Company

 5.5          Opinion of Fox Rothschild LLP

 5.6          Opinion of Taft Stettinius & Hollister LLP

23.1          Consent of Milbank LLP (included in the opinion filed as Exhibit
            5.1)

23.2          Consent of Butler Snow LLP, as Massachusetts counsel to the Company
            (included in the opinion filed as Exhibit 5.2)

23.3          Consent of Butler Snow, LLP, as Nevada counsel to the Company
            (included in the opinion filed as Exhibit 5.3)

23.4          Consent of Butler Snow LLP, as Mississippi counsel to the Company
            (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)

23.6          Consent of Taft Stettinius & Hollister LLP (included in the opinion
            filed as Exhibit 5.6)

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




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© Edgar Online, source Glimpses

Stocks mentioned in the article
ChangeLast1st jan.
MGM CHINA HOLDINGS LIMITED -1.74% 11.32 End-of-day quote.-11.01%
MGM GROWTH PROPERTIES LLC 0.10% 30.57 Delayed Quote.-1.29%
MGM RESORTS INTERNATIONAL -1.29% 28.25 Delayed Quote.-15.09%
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