MGM MGM Resorts International

On May 26, 2020, MGM China Holdings Limited (“MGM China”), an indirect majority-owned subsidiary of MGM Resorts International, entered into a HK$2.34 billion unsecured revolving credit facility with certain lenders party thereto (the “Revolving Credit Facility”), with an option to increase the amount of the facility to up to HK$3.9 billion subject to certain conditions. The Revolving Credit Facility is available for drawing from the date of the facility agreement to, and including, the date that is one month prior to May 15, 2024, the final maturity date. Draws under the Revolving Credit Facility will be subject to satisfaction of certain conditions precedent, including evidence that MGM China’s existing HK$9.75 billion senior unsecured revolving credit facility has been fully drawn. 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 will be used for ongoing working capital needs and general corporate purposes.

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, effective September 30, 2021, to maintain compliance with a maximum consolidated total leverage ratio and a minimum interest coverage ratio. In addition, if MGM Resorts International at any time 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 8-K 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.