NYSE DE false 0000789570 0000789570 2020-10-08 2020-10-08





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 8, 2020




(Exact name of registrant as specified in its charter)




DELAWARE   001-10362   88-0215232

(State or other jurisdiction

of incorporation)



file number)


(I.R.S. employer

identification no.)


3600 Las Vegas Boulevard South,

Las Vegas, Nevada

(Address of principal executive offices)   (Zip code)

(702) 693-7120

(Registrant’s 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:



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common stock (Par Value $0.01)   MGM   New York Stock Exchange (NYSE)

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 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.



Not applicable.



Not applicable.



Not applicable.








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)


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.


    MGM Resorts International
Date: October 8, 2020     By:  

/s/ Andrew Hagopian III

    Name:   Andrew Hagopian III
    Title:   Chief Corporate Counsel and Assistant Secretary
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