Item 1.01 Entry into a Material Definitive Agreement.
On May 16, 2019, MGM China Holdings Limited (the Issuer), a consolidated subsidiary of MGM Resorts International, a Delaware corporation,
issued $750 million in aggregate principal amount of 5.375% senior notes due 2024 (the 2024 notes) under an indenture dated as of May 16, 2019 (the 2024 Notes Indenture), between the Issuer and U.S. Bank National
Association, as trustee (the Trustee), and $750 million in aggregate principal amount of 5.875% senior notes due 2026 (the 2026 notes and, together with the 2024 notes, the notes), under an indenture dated as
of May 16, 2019 the (2026 Notes Indenture and, together with the 2024 Notes Indenture, the Indentures), between the Issuer and the Trustee. The notes were sold in the United States only to accredited investors pursuant
to an exemption from the Securities Act of 1933, as amended (the Securities Act), and subsequently resold to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to
persons in accordance with Regulation S under the Securities Act.
The Issuer intends to use the proceeds
of the offering to repay amounts under its revolving credit facility and term loan facility, and to pay fees and expenses related to the offering.
2024 notes will mature on May 15, 2024 and the 2026 notes will mature on May 15, 2026. The Issuer will pay interest on the notes on May 15 and November 15 of each year, commencing on November 15, 2019. Interest will accrue
on the 2024 notes at a rate of 5.375% per annum and on the 2026 notes at a rate of 5.875% per annum, and in each case will be payable in cash.
May 15, 2021, in the case of the 2024 notes, and May 15, 2022, in the case of the 2026 notes, (i) the Issuer may redeem all or part of the applicable series of notes at a redemption price equal to 100% of the principal amount of the
notes plus an applicable make whole premium, plus, in each case, accrued and unpaid interest, and (ii) the Issuer may redeem up to 35% of the aggregate principal amount of the applicable series of notes with the net cash proceeds from certain
equity offerings. On or after May 15, 2021, the Issuers may redeem the 2024 notes, in whole or in part, at a premium declining ratably to zero, plus accrued and unpaid interest to, but not including, the redemption date. On or after
May 15, 2022, the Issuer may redeem the 2026 notes, in whole or in part, at a premium declining ratably to zero, plus accrued and unpaid interest to, but not including, the redemption date. In the event of a change of control triggering event
or an investor put option triggering event (which relates to the status of the gaming operations of the Issuers subsidiaries in Macau), the Issuer will be required to offer to repurchase the notes at 101% or 100% of the principal amount,
respectively, plus accrued and unpaid interest to, but not including, the repurchase date.
The Indentures contain covenants that will limit the
Issuers ability to merge with other companies and require it to comply with certain reporting requirements. These covenants are subject to exceptions and qualifications set forth in each Indenture.
Events of default under each Indenture include, among others, the following with respect to each series of notes: default for 30 days in the payment when due
of interest on the notes; default in payment when due of the principal of, or premium, if any, on the notes; failure to comply with certain covenants in each Indenture for 60 days upon the receipt of notice from the trustee or holders of 25% in
aggregate principal amount of the notes; acceleration of debt of the Issuer or a subsidiary thereof in excess of a specified amount, which acceleration is not annulled within 30 days; and certain events of bankruptcy or insolvency. In the case of an
event of default arising from certain events of bankruptcy or insolvency with respect to the Issuer, all notes then outstanding will become due and payable immediately without further action or notice. If any other event of default occurs with
respect to the notes, the trustee or holders of 25% in aggregate principal amount of the notes may declare all of the notes of the applicable series to be due and payable immediately.
The description set forth above is qualified in its entirety by reference to the full text of the 2024 Notes Indenture and the 2026 Notes Indenture, which are
incorporated by reference hereto as Exhibit 4.1 and 4.2, respectively. This Current Report on Form
does not constitute an offer to sell or the solicitation of an offer to buy the notes.