Item 7.01 Regulation FD Disclosure.
On October 8, 2020, MGM Resorts International (the "Company") commenced an
underwritten offering for $500 million of its senior notes due 2028 (the
"Offering") pursuant to a Registration Statement on Form S-3 filed by the
Company on March 1, 2018, as amended on or prior to the date of the Offering. In
connection with the Offering, the Company disclosed certain information to
prospective investors in the Company's preliminary prospectus supplement dated
October 8, 2020, which supplements or updates certain prior disclosures of the
Company. The Company is filing such information, in the general form presented
in the preliminary prospectus supplement, as Exhibit 99.1 to this Form 8-K.
The information under this Item 7.01, including Exhibit 99.1 hereto, shall not
be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, except as shall be expressly set forth by specific reference in
such filing.
Forward Looking Statements
Statements in this Form 8-K that are not historical facts are "forward-looking"
statements and "safe harbor statements" that involve risks and/or uncertainties,
including those described in the Company's public filings with the SEC. The
Company has based forward-looking statements on management's current
expectations and assumptions and not on historical facts. Examples of these
statements include, but are not limited to, the completion of the senior notes
offering, statements the Company makes regarding the impact of COVID-19 on the
Company's business, the Company's ability to reduce expenses and otherwise
maintain its liquidity position during the pandemic, the Company's ability to
generate significant cash flow and execute on ongoing and future strategic
initiatives, including the development of an integrated resort in Japan and
investments the Company makes in sports betting and iGaming, amounts it will
spend in capital expenditures and investments, its expectations with respect to
future share repurchases and cash dividends on its common stock, dividends and
distributions it will receive from MGM China, MGM Growth Properties Operating
Partnership LP or CityCenter Holdings, LLC, the Company's ability to deliver on
its MGM 2020 Plan, any benefits we expect to receive from the Coronavirus Aid,
Relief, and Economic Security Act and amounts projected to be realized as
deferred tax assets. These forward-looking statements involve a number of risks
and uncertainties. Among the important factors that could cause actual results
to differ materially from those indicated in such forward-looking statements
include the continued impact of the COVID-19 pandemic on the Company's business,
the general economic conditions and market conditions in the markets in which
the Company operates and competition with other destination travel locations
throughout the United States and the world, the design, timing and costs of
expansion projects, risks relating to international operations, permits,
licenses, financings, approvals and other contingencies in connection with
growth in new or existing jurisdictions and additional risks and uncertainties
described in the Company's Form 10-K, Form 10-Q and Form 8-K reports (including
all amendments to those reports). In providing forward-looking statements, the
Company is not undertaking any duty or obligation to update these statements
publicly as a result of new information, future events or otherwise, except as
required by law. If the Company updates one or more forward-looking statements,
no inference should be drawn that it will make additional updates with respect
to those other forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
Exhibit
No. Description
99.1 Excerpts from preliminary prospectus supplement of MGM Resorts
International, dated October 8, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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