Current Report Filing (8-k)
October 06 2017 - 5:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 5, 2017
MGM RESORTS INTERNATIONAL
(Exact name of registrant as specified in its charter)
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DELAWARE
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001-10362
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88-0215232
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(State or other jurisdiction
of incorporation)
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(Commission
file number)
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(I.R.S. employer
identification no.)
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3600 Las Vegas Boulevard South,
Las Vegas, Nevada
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89109
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(Address of principal executive offices)
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(Zip code)
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(702)
693-7120
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report.)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 §CRF 230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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On October 5, 2017, MGM Lessee, LLC, a Delaware
limited liability company (the Tenant) and a subsidiary of MGM Resorts International, entered into a Second Amendment (the Amendment) to the Master Lease Agreement, dated as of April 25, 2016 between the Tenant and MGP
Lessor, LLC, a Delaware limited liability company and a subsidiary of MGM Growth Properties LLC (as amended, the Master Lease). The Amendment provides that, among other things, the initial rent under the Master Lease will be increased by
$95 million, 90% of which shall be allocated to the Base Rent (as defined in the Master Lease) and 10% of which shall be allocated to the Percentage Rent (as defined in the Master Lease). As a result of the foregoing, following the closing of
the acquisition, the Base Rent under the Master Lease will be $682.2 million and the Percentage Rent shall be $74.5 million. This description of the Amendment is qualified in its entirety by reference to the full text of the Amendment
attached hereto as Exhibit 10.1.
Item 9.01
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Financial Statements and Exhibits.
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Exhibit
No.
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Description
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10.1
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Second Amendment to Master Lease, dated as of October 5, 2017, between MGP Lessor, LLC and MGM Lessee, LLC (incorporated by reference to Exhibit 10.1 of the Current Report on Form
8-K
of
MGM Growth Properties LLC and MGM Growth Properties Operating Partnership LP filed on October 5, 2017).
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INDEX TO EXHIBITS
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: October 6, 2017
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MGM Resorts International
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By:
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/s/ Andrew Hagopian III
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Name:
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Andrew Hagopian III
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Title:
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Chief Corporate Counsel & Assistant Secretary
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