Amended Statement of Beneficial Ownership (sc 13d/a)
January 11 2021 - 9:44AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 2)
MGM Resorts International
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
552953 10 1
(CUSIP Number)
Gregg
Winiarski
Executive
Vice President, General Counsel &
Secretary
IAC/InterActiveCorp
555
West 18th Street
New
York, NY 10011
Telephone:
(212) 314-7300
Facsimile:
(212) 314-7309
|
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
January 8, 2021
(Date of Event which Requires Filing
of this Statement)
If the filing person
has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
* The remainder
of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following
pages)
1
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NAME OF REPORTING PERSON
IAC/InterActiveCorp
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ¨
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE VOTING POWER
59,033,902(1)
|
8
|
SHARED VOTING POWER
-0-
|
9
|
SOLE DISPOSITIVE POWER
59,033,902(1)
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,033,902(1)
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%*
|
14
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TYPE OF REPORTING PERSON
CO
|
|
*
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Percentage calculated on the basis of 493,939,099 shares of common stock, par value $0.01, of the Company (“Common Stock”)
issued and outstanding as of October 30, 2020 (based upon information contained in the Company’s Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 2020).
|
|
(1)
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Reflects 59,033,902 shares of Common Stock beneficially owned by IAC/InterActiveCorp (“IAC”).
|
This statement constitutes Amendment No.
2 to the Schedule 13D relating to the shares of common stock, $0.01 par value (the “Shares”), of MGM Resorts
International (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission
(the “SEC”) on August 10, 2020 (as amended by Amendment No. 1, filed with the SEC on August 20, 2020, the “Schedule
13D”). Except as set forth herein, the Schedule 13D as previously filed remains applicable. All capitalized terms
contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
ITEM 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented by adding the following paragraph immediately following the second paragraph:
On January 8, 2021, the Reporting Person informed
the Issuer in a letter (the “Letter”) that it believed the strategic rationale for a possible share-for-share
offer by the Issuer for the entire issued and to be issued share capital of Entain plc (“Entain”) (such possible
transaction, the “Proposed Transaction”) to be compelling and that the Reporting Person supported the Proposed
Transaction on the terms set out in the Issuer’s public announcement on January 4, 2021. The Reporting Person further
confirmed that it would be willing to consider funding a portion of the partial cash alternative in the Proposed Transaction through
a further investment in the Issuer, subject to mutual agreement on the terms and amount by the Reporting Person and the Issuer.
The Reporting Person further stated that the Letter constitutes a non-binding expression of the Reporting Person’s current
intention, which may change at any time.
The full text of the Letter is attached hereto as
Exhibit 99.2 and is incorporated herein by reference.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented by adding the following paragraph at the end:
On January 8, 2021, the Reporting Person informed
the Issuer that it believed the strategic rationale for a possible share-for-share offer by the Issuer for the entire issued and
to be issued share capital of Entain plc (“Entain”) (such possible transaction, the “Proposed Transaction”)
to be compelling and that the Reporting Person supported the Proposed Transaction on the terms set out in the Issuer’s public
announcement on January 4, 2021. The Reporting Person further confirmed that it would be willing to consider funding a portion
of the partial cash alternative in the Proposed Transaction through a further investment in the Issuer, subject to mutual agreement
on the terms and amount by the Reporting Person and the Issuer. The Reporting Person further stated that the Letter constitutes
a non-binding expression of the Reporting Person’s current intention, which may change at any time.
The full text of the Letter is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
ITEM 7. Material to be Filed as Exhibits.
Item 7 is hereby amended and supplemented by adding the following thereto:
The following documents are filed as exhibits to this Schedule
13D:
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 11, 2021
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IAC/InterActiveCorp
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By:
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/s/ Kendall Fox Handler
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Name:
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Kendall Fox Handler
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Title:
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Senior Vice President, General Counsel and Secretary
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