Item 1.01
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Entry into a Material Definitive Agreement.
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On April 10, 2019, MGM Resorts International (the Company) issued $1,000,000,000 in aggregate principal amount of its 5.500%
Senior Notes due 2027 (the Notes). The Notes were issued pursuant to the Indenture, dated as of March 22, 2012 (the Base Indenture), between the Company and U.S. Bank National Association, as trustee (the
Trustee), as supplemented by a seventh supplemental indenture, dated as of April 10, 2019 (the Seventh Supplemental Indenture), among the Company, the subsidiary guarantors named therein and the Trustee. A copy of the
Seventh Supplemental Indenture is filed herewith as Exhibit 4.1.
The Notes were offered and sold pursuant to the Companys automatic
shelf registration statement on Form
S-3
(Registration
No. 333-223375)
filed with the Securities and Exchange Commission (the SEC) on March 1, 2018
(as amended by Post-Effective Amendment No. 1, dated March 27, 2019, the Registration Statement), as supplemented by the final prospectus supplement dated March 27, 2019 and filed with the SEC on March 29, 2019.
The Notes will be guaranteed, jointly and severally, on a senior basis by the Companys subsidiaries that guarantee its senior credit
facility and existing notes, except for Marina District Development Company, LLC, and Marina District Development Holding Co., LLC, unless and until the Company obtains New Jersey gaming approval, and except for MGM Yonkers, Inc. and Brian Boru of
Westchester, Inc., unless and until the Company obtains New York gaming approval. The Notes will not be guaranteed by the Companys foreign subsidiaries and certain domestic subsidiaries, including MGM China Holdings Limited, MGM National
Harbor, LLC, Blue Tarp reDevelopment, LLC, MGM Grand Detroit, LLC, MGM Growth Properties LLC and any of their respective subsidiaries.
The Company intends to use the net proceeds from this offering, together with other sources of funds, which may include cash on hand or
borrowings under the Companys revolving credit facility, to (i) repurchase up to $1.0 billion aggregate principal amount of its $500 million outstanding principal amount of 5.25% senior notes due 2020 (the 5.25% 2020
Notes) and $1.0 billion outstanding principal amount of 6.75% senior notes due 2020 (together with the 5.25% 2020 Notes, collectively, the 2020 Notes) that are tendered in the Companys previously announced cash tender
offers (the Tender Offers) and (ii) pay transaction-related fees and expenses. If the net proceeds of this offering are greater than the amount required to purchase the 2020 Notes tendered pursuant to the Tender Offers, the Company
will use the excess net proceeds for general corporate purposes, which could include refinancing existing indebtedness, paying dividends on common stock or repurchasing common stock in accordance with the Companys share repurchase program.
Pending such use, the Company may invest the net proceeds in short-term interest-bearing accounts, securities or similar investments.
The
above description of the Base Indenture, the Seventh Supplemental Indenture and the Notes are summaries only and are qualified in their entirety by the terms of such agreements and instruments, respectively. The Seventh Supplemental Indenture is
incorporated by reference into the Registration Statement.