LAS VEGAS, April 10, 2019
/PRNewswire/ -- MGM Resorts International (the "Company")
(NYSE: MGM) today announced that it has completed its previously
announced issuance (the "Offering") of $1.0
billion in aggregate principal amount of 5.500% senior
notes due 2027 (the "2027 Notes"), which were issued at
par.
The Company intends to use the net proceeds from the offering of
the 2027 Notes, together with other sources of funds, which may
include cash on hand or borrowings under its revolving credit
facility, to fund the purchase of up to $1.0
billion aggregate principal amount of its outstanding 6.750%
senior notes due 2020 (the "6.750% Notes") and 5.250% senior notes
due 2020 (the "5.250% Notes" and, together with the 6.750% Notes,
the "2020 Notes") through the Company's previously announced cash
tender offers (the "Tender Offers"). Any excess net proceeds will
be used for general corporate purposes, which could include
refinancing existing indebtedness, paying dividends on common stock
or repurchasing common stock in accordance with the Company's share
repurchase program. Pending such use, the Company may invest
the net proceeds in short-term interest-bearing accounts,
securities or similar investments.
"This transaction demonstrates our continued commitment to
strengthening our balance sheet and improving our debt maturity
profile," said Corey Sanders, Chief
Financial Officer and Treasurer of MGM Resorts. "We are pleased
with the continued support from the investment community, which
allowed us to upsize the transaction to $1.0
billion and further reduce our cost of debt."
The Tender Offers were subject to a financing condition, which
condition was satisfied upon the closing of the Offering. The early
tender period in respect of the Tender Offers expired at
5:00 p.m., New York City time, on April 9, 2019 (the "Early Tender
Deadline"). As of the Early Tender Deadline, $639,174,000 in aggregate principal amount of
6.750% Notes, or 63.92% of the principal amount outstanding, and
$232,472,000 in aggregate principal
amount of 5.250% Notes, or 46.49% of the principal amount
outstanding, had been validly tendered and not withdrawn. In
connection with the closing of the Offering, the Company has
accepted for purchase in the Tender Offers $639,174,000 in aggregate principal amount of
6.750% Notes and $232,472,000 in
aggregate principal amount of 5.250% Notes (collectively, the
"Accepted Securities"). Those holders who validly tendered Accepted
Securities prior to the Early Tender Deadline received the total
consideration of $1,052.66 per
$1,000 principal amount of 6.750%
Notes tendered and $1,019.88 per
$1,000 principal amount of 5.250%
Notes tendered, as applicable, plus any accrued and unpaid interest
on the 2020 Notes up to, but not including, today, which is the
payment date. The withdrawal rights of tendering holders have
expired.
The offer period will expire at midnight, New York City time, on April 23, 2019, unless extended (such time and
date, as the same may be extended, the "Expiration Time"). Holders
who tender their 2020 Notes after the Early Tender Deadline and on
or prior to the Expiration Time will be eligible to receive only
the Tender Offer consideration of $1,022.66 per $1,000 principal amount of 6.750% Notes tendered
or $989.88 per $1,000 principal amount of 5.250% Notes tendered,
as applicable, plus accrued and unpaid interest to, but not
including, the payment date.
The complete terms and conditions of the Tender Offers are
described in the Offer to Purchase, dated March 27, 2019, as
supplemented by the press release, dated March 27, 2019 (collectively, the "Offer to
Purchase"), copies of which may be obtained by contacting Global
Bondholder Services Corporation as Information Agent and
Depositary, at (866) 540-1500 (U.S. toll-free) or (212) 430-3774
(banks and brokers). The Offer to Purchase also addresses
certain U.S. federal income tax consequences. Holders should seek
their own advice based on their particular circumstances from an
independent tax advisor.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. No offer,
solicitation, purchase or sale will be made in any jurisdiction in
which such offer, solicitation, or sale would be unlawful.
The Tender Offers are being made solely pursuant to terms and
conditions set forth in the Offer to Purchase. Nothing
contained herein shall constitute an offer of the Company's 2027
Notes.
The dealer manager for the Tender Offers is BofA Merrill Lynch
(the "Dealer Manager"). Any questions regarding the terms of
the Tender Offers should be directed to the Dealer Manager, BofA
Merrill Lynch at (toll-free) 888-292-0070 or (collect)
980-388-3646. Any questions regarding procedures for
tendering 2020 Notes should be directed to the Information Agent
for the Tender Offers, Global Bondholder Services Corporation,
toll-free at (866) 794-2200 (banks and brokers call (212) 430‑3774)
or 65 Broadway, Suite 404, New
York, NY 10006.
Copies of the Offer to Purchase are available from the
Information Agent and Depositary and at the following web
address: http://www.gbsc-usa.com/MGM/.
Statements in this release that are not historical facts are
"forward-looking" statements and "safe harbor statements" within
the meaning of the Private Securities Litigation Reform Act of 1995
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
Tender Offers. 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 effects of 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.
ABOUT MGM RESORTS INTERNATIONAL
MGM Resorts International (NYSE: MGM) is an S&P 500® global
entertainment company with national and international locations
featuring best-in-class hotels and casinos, state-of-the-art
meetings and conference spaces, incredible live and theatrical
entertainment experiences, and an extensive array of restaurant,
nightlife and retail offerings. MGM Resorts creates immersive,
iconic experiences through its suite of Las Vegas-inspired brands. The MGM Resorts
portfolio encompasses 30 unique hotel and destination gaming
offerings including some of the most recognizable resort brands in
the industry. Expanding throughout the U.S. and around the world,
the company recently acquired the operations of Empire City Casino
in New York and Hard Rock Rocksino
in Ohio, which was rebranded as
MGM Northfield Park. In 2018, MGM Resorts opened MGM Springfield in
Massachusetts, MGM COTAI in
Macau, and the first
Bellagio-branded hotel in Shanghai. The 83,000 global employees of MGM
Resorts are proud of their company for being recognized as one of
FORTUNE® Magazine's World's Most Admired Companies®. For more
information visit us at www.mgmresorts.com.
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SOURCE MGM Resorts International