Entry into a Material Definitive Agreement.
On August 12, 2019, MGM China Holdings Limited (“MGM China”), an indirect majority-owned subsidiary of MGM Resorts International, entered into a HK$9.75 billion unsecured revolving credit facility with certain arrangers and lenders party thereto (the “Revolving Credit Facility”), which replaced MGM China’s existing senior secured credit facility in its entirety. The Revolving Credit Facility will bear interest at a fluctuating rate per annum based on HIBOR plus a margin (in the range of 1.625% to 2.75%), which will be determined by MGM China’s leverage ratio. The proceeds of the revolving credit facility were used to refinance the existing senior secured credit facilities and for ongoing working capital needs and general corporate purposes. The Revolving Credit Facility is scheduled to mature on May 15, 2024.
The Revolving Credit Facility contains customary representations and warranties, events of default, affirmative covenants and negative covenants, which impose restrictions on, among other things, the ability of MGM China and its subsidiaries from incurring liens or engaging in certain asset dispositions. MGM China is also required to maintain compliance with a maximum consolidated total leverage ratio and a minimum interest coverage ratio. In addition, if MGM Resorts International ceases to own more than 50% of the share capital of MGM China then the Revolving Credit Facility must be prepaid in full.
The foregoing description of the Revolving Credit Facility is qualified in its entirety by reference to the Revolving Credit Facility, which is filed as Exhibit 10.1 to this Form
and incorporated herein by reference.
The representations, warranties and covenants contained in the Revolving Credit Facility were made only for purposes of the Revolving Credit Facility and as of the specific date (or dates) set forth therein and were solely for the benefit of the parties to the Revolving Credit Facility and are subject to certain limitations as agreed upon by the contracting parties. In addition, the representations, warranties and covenants contained in the Revolving Credit Facility 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 Revolving Credit Facility 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 MGM China.