Current Report Filing (8-k)
October 12 2017 - 4:39PM
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 12, 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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☐
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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. ☐
MGM Resorts International (the Company) has been notified of an unsolicited
mini-tender offer by TRC Capital Corporation (TRC Capital) to purchase up to 3 million shares of the Companys common stock, representing approximately 0.52 percent of the Companys shares of common stock
outstanding. TRC Capitals offer price of $29.50 per share in cash is approximately 4.25 percent below the closing price per share of the Companys common stock on October 6, 2017, the last trading day before the
commencement of TRC Capitals mini-tender offer.
On October 12, 2017, the Company issued the press release attached to this Current Report as
Exhibit 99.1, informing its stockholders that the Company does not endorse TRC Capitals unsolicited mini-tender offer and recommending that stockholders not tender their shares to TRC Capital. Stockholders who have already tendered their
shares may withdraw them at any time prior to the expiration of the offer, in accordance with TRC Capitals offering document. TRC Capitals offer is currently scheduled to expire at 12:01 a.m., New York City time, on Tuesday,
November 7, 2017. The Company is not affiliated or associated in any way with TRC Capital, its mini-tender offer or the offer documentation.
Additional information concerning mini-tenders is included in the attached press release.
Item 9.01
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Financial Statements and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
2
INDEX TO EXHIBITS
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 12, 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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