TIDMMGM TIDMENT
RNS Number : 9883L
MGM Resorts International
18 January 2021
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: MGM Resorts International
(b) Owner or controller of interests and short positions disclosed, if different from N/A
1(a):
The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s),
settlor and beneficiaries must be named.
--------------------------
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: MGM Resorts International
Use a separate form for each offeror/offeree
--------------------------
(d) Is the discloser the offeror or the offeree? Offeror
--------------------------
(e) Date position held: 17 January 2021
The latest practicable date prior to the disclosure
--------------------------
(f) In addition to the company in 1(c) above, is the discloser making disclosures in No
respect
of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
--------------------------
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in
more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for
each additional class of relevant security.
(a) Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates
Class of relevant security: USD 0.01 common
Interests Short positions
------------ ------------------
Number % Number %
-------- ------------- ---
(1) Relevant securities owned and/or controlled: N/A - N/A -
-------- ------------- ---
(2) Cash-settled derivatives: N/A - N/A -
-------- ------------- ---
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: N/A - N/A -
-------- ------------- ---
N/A - N/A -
TOTAL:
-------- ------------- ---
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: N/A
Details, including nature of the rights concerned and relevant percentages: N/A
----
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and
other employee options) of any person acting in concert with the party to the offer making
the disclosure:
a) Interests held by directors of the Offeror, their close relatives and the related trusts
of any of them (excluding options set out below)
Name Number of shares Percentage of
of common stock issued share
capital(1)
William W. Grounds 15,796 0.00%
----------------- --------------
Alexis M. Herman 24,514 2 0.00%
----------------- --------------
Roland A. Hernandez 45,449 3 0.01%
----------------- --------------
William J. Hornbuckle 436,363 4 0.09%
----------------- --------------
Mary Chris Jammet 25,272 0.01%
----------------- --------------
John B. Kilroy, Jr 8,600 0.00%
----------------- --------------
Rose McKinney-James 15,440 0.00%
----------------- --------------
Paul J. Salem 1,517,000 0.31%
----------------- --------------
Gregory M. Spierkel 26,642 5 0.01%
----------------- --------------
Janet Swartz 11,937 0.00%
----------------- --------------
Daniel J. Taylor 9,760 6 0.00%
----------------- --------------
TOTAL 2,136,773 0.43%
----------------- --------------
(1) Percentages are to two decimal places.
(2) 18,508 shares are held through a trust.
(3) 1,576 shares are held through the Hernandez Family Living Trust and 16,404 are held through
the Roland Hernandez Sep Retirement Account.
(4) 8,500 shares held by the director's spouse and 227,884 shares held through a trust.
(5) Shares are held through a trust.
(6) Shares are held through a trust.
b) Interests held by directors of the Offeror under its incentive plans
(i) Restricted Stock Units ("RSUs")
The RSUs referred to in this section are issued under the MGM Resorts International Amended
and Restated 2005 Omnibus Incentive Plan (the "Plan"). Each RSU represents the right to receive,
following vesting, one share of common stock in the Offeror at no cost. Any fractional shares
are paid in cash upon settlement. Dividend equivalent rights accrue with respect to these
RSUs when and as dividends are paid on the Offeror's common stock and vest on the same dates
and in the same relative proportions as the RSUs on which they accrue. The amounts stated
for "Number of Restricted Stock Units" below comprise the current outstanding balance of the
grant including any additional amount of units accrued for dividends to date and are to 4
decimal places.
In each case, vesting of the relevant grant is subject to the terms of the Plan and applicable
award agreement.
William W. Grounds
Grant Date Number of Restricted Description of vesting
Stock Units
07/05/2020 10,050.1664 The RSUs will vest
upon the earlier
of (i) 7 May 2021
or (ii) the date
of the Offeror's
next annual meeting
of stockholders.
-------------------- -----------------------
Alexis Herman
Grant Date Number of Restricted Description of vesting
Stock Units
07/05/2020 10,050.1664 The RSUs will vest
upon the earlier
of (i) 7 May 2021
or (ii) the date
of the Offeror's
next annual meeting
of stockholders.
--------------------- -----------------------
Roland A. Hernandez
Grant Date Number of Restricted Description of vesting
Stock Units
07/05/2020 10,050.1664 The RSUs will vest
upon the earlier
of (i) 7 May 2021
or (ii) the date
of the Offeror's
next annual meeting
of stockholders.
--------------------- -----------------------
William J. Hornbuckle
Grant Date Number of Restricted Description of vesting
Stock Units
14/11/2017 8,017.6516 The RSUs will vest on 14/11/2021.
--------------------- ----------------------------------
23/02/2018 19,072.5950 The RSUs are fully vested.
Delivery of shares will
be made on the third anniversary
of the Grant Date.
--------------------- ----------------------------------
19/10/2018 21,421.7409 The RSUs will vest in two
equal annual instalments
on 19/10/2021 and 19/10/2022.
--------------------- ----------------------------------
21/02/2019 9,681.6453 The RSUs are fully vested.
Delivery of shares will
be made in three equal
annual instalments on 21/02/2021,
21/02/2022 and 21/03/2023.
--------------------- ----------------------------------
27/02/2020 18,682.2566 The RSUs are fully vested.
Delivery of shares will
be made in four equal annual
instalments commencing
on 27/02/2021.
--------------------- ----------------------------------
01/04/2020 45,014.1817 The RSUs will vest in four
equal annual instalments
commencing on 01/04/2021.
--------------------- ----------------------------------
01/04/2020 290,091.3933 The RSUs will vest on 01/04/2022.
--------------------- ----------------------------------
18/08/2020 152,773.5008 The RSUs will vest in four
equal annual instalments
commencing on 18/08/2021.
--------------------- ----------------------------------
Mary Chris Jammet
Grant Date Number of Restricted Description of vesting
Stock Units
07/05/2020 10,050.1664 The RSUs will vest
upon the earlier
of (i) 7 May 2021
or (ii) the date
of the Offeror's
next annual meeting
of stockholders
--------------------- -----------------------
John B. Kilroy, Jr
Grant Date Number of Restricted Description of vesting
Stock Units
07/05/2020 10,050.1664 The RSUs will vest
upon the earlier
of (i) 7 May 2021
or (ii) the date
of the Offeror's
next annual meeting
of stockholders
--------------------- -----------------------
Rose McKinney-James
Grant Date Number of Restricted Description of vesting
Stock Units
07/05/2020 10,050.1664 The RSUs will vest
upon the earlier
of (i) 7 May 2021
or (ii) the date
of the Offeror's
next annual meeting
of stockholders
--------------------- -----------------------
Keith A. Meister
Grant Date Number of Restricted Description of vesting
Stock Units
07/05/2020 10,050.1664 The RSUs will vest upon
the earlier of (i) 7
May 2021 or (ii) the
date of the Offeror's
next annual meeting of
stockholders
--------------------- ------------------------
Paul J. Salem
Grant Date Number of Restricted Description of vesting
Stock Units
16/04/2020 12,666.9907 The RSUs will vest upon
the earlier of: (i) 7
May 2021 or (ii) the
date of the Offeror's
2021 annual meeting of
stockholders
--------------------- ------------------------
07/05/2020 10,050.1664 The RSUs will vest upon
the earlier of (i) 7
May 2021 or (ii) the
date of the Offeror's
next annual meeting of
stockholders
--------------------- ------------------------
Gregory M. Spierkel
Grant Date Number of Restricted Description of vesting
Stock Units
07/05/2020 10,050.1664 The RSUs will vest upon
the earlier of (i) 7
May 2021 or (ii) the
date of the Offeror's
next annual meeting of
stockholders
--------------------- ------------------------
Janet Swartz
Grant Date Number of Restricted Description of vesting
Stock Units
07/05/2020 10,050.1664 The RSUs will vest upon
the earlier of (i) 7
May 2021 or (ii) the
date of the Offeror's
next annual meeting of
stockholders
-------------------- ------------------------
Daniel J. Taylor
Grant Date Number of Restricted Description of vesting
Stock Units
16/04/2020 6,550.06357 The RSUs will vest upon
the earlier of (i) 7
May 2021 or (ii) the
date of the Offeror's
2021 annual meeting of
stockholders
--------------------- ------------------------
07/05/2020 10,050.1664 The RSUs will vest upon
8 the earlier of (i) 7
May 2021 or (ii) the
date of the Offeror's
next annual meeting of
stockholders
--------------------- ------------------------
(7) Held through a trust.
(8) Held through a trust.
(ii) Deferred Stock Units
The Deferred Stock Units ("DSU") referred to below are issued under the MGM Resorts International
Deferred Compensation Plan for Non-Employee Directors. Each DSU is the economic equivalent
of one share of common stock in the Offeror. The DSUs become payable upon the named person's
termination of service as a Director.
Name of director Number of Deferred
Stock Units
Roland A. Hernandez 14,615.7444
-------------------
John B. Kilroy, Jr 9,950.9408
-------------------
Rose McKinney-James 41,176.189
-------------------
Keith A. Meister 16,938.1736
-------------------
Paul J. Salem 27,018.2864
-------------------
Gregory M. Spierkel 40,931.6231
-------------------
Daniel J. Taylor 79,442.7489(9)
-------------------
(9) Held through a trust.
(iii) Performance Share Units
Performance Share Units ("PSU") are granted under the MGM Resorts International Amended and
Restated 2005 Omnibus Incentive Plan.
The amounts stated for "Number of Performance Share Units" comprise the current outstanding
balance of the grant including any additional amount of units accrued for dividends to date
and are to 4 decimal places. Any fractional shares are paid in cash upon settlement.
For Relative TSR PSUs, each PSU represents the right to receive between 0 and 1.5 shares of
common stock in the Offeror at no cost. The payment, if any, of these awards is determined
by comparing the Offeror's total shareholder return ("TSR") to the TSR of other companies
in the S&P 500 as of the end of the three-year measurement period (which commences on the
relevant grant date). The amount of shares ultimately received at the end of the three-year
period is based on the relative ranking of the Offeror's TSR to the S&P 500 group. Payout
of the target amount of shares (being the number of Performance Share Units awarded under
the grant) occurs if the Offeror is ranked at the 50th percentile, i.e., the midpoint of the
companies in the S&P 500. Payout increases to 150% of the target number of shares on a linear
basis as the Offeror's ranking rises to the 75th percentile. Payout decreases to 50% of the
target shares on a linear basis as the Offeror's TSR declines from the 50th to the 25th percentile
and, if the Offeror ranks below the 25th percentile, there is no pay out.
For Absolute TSR PSUs, each PSU represents the right to receive, at no cost, between 0 and
1.6 shares of common stock in the Offeror depending upon the performance of the common stock
from the grant date to the date that is three years after the grant date (the "Vesting Date"),
relative to a target price (the "Target Price"). The Target Price is equal to 125% of the
average closing price of common stock in the Offeror over the 60-calendar-day period ending
on the grant date. If the ending average stock price is less than 60% of the Target Price
(the "Minimum Price"), then no shares will be issued on the Vesting Date. If the ending average
stock price is equal to or greater than 160% of the Target Price (the "Maximum Price"), then
1.6 shares will be issued on the Vesting Date per PSU. If the ending average stock price is
between the Minimum Price and the Maximum Price, then a number of shares will be issued on
the Vesting Date per PSU equal to the ending average stock price divided by the Target Price.
For this purpose, the ending average stock price is the average closing price of the Offeror's
common stock over the 60-calendar-day period ending on the Vesting Date, as adjusted to include
dividends paid during the term of the PSU.
William J. Hornbuckle
Grant Date Number of Performance Type of Performance Share
Share Units Unit
19/10/2018 34,721.8527 Absolute TSR PSU
---------------------- -------------------------
19/10/2018 29,441.2744 Relative TSR PSU
---------------------- -------------------------
07/10/2019 37,351.9536 Absolute TSR PSU
---------------------- -------------------------
07/10/2019 30,592.1844 Relative TSR PSU
---------------------- -------------------------
18/08/2020 96,196.9461 Absolute TSR PSU
---------------------- -------------------------
18/08/2020 95,794.8711 Relative TSR PSU
---------------------- -------------------------
c) Share interests of other persons acting in concert with the Offeror
Name Number of shares Percentage of
of common stock common stock(10)
IAC/InterActiveCorp 59,033,902 11.93%
----------------- ------------------
(10) Percentages are to two decimal places.
Details of any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal
or informal, relating to relevant securities which may be an inducement to deal or refrain
from dealing entered into by the party to the offer making the disclosure or any person acting
in concert with it:
Irrevocable commitments and letters of intent should not be included. If there are no such
agreements, arrangements or understandings, state "none"
None
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party
to the offer making the disclosure, or any person acting in concert with it, and any other
person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which
any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
None
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
---
Date of disclosure: 18 January 2021
Contact name: Jessica Cunningham, Senior Vice President & Legal Counsel
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Telephone number: +1 702-693-7120
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Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service.
The Panel's Market Surveillance Unit is available for
consultation in relation to the Code's disclosure requirements on
+44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk .
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