Item 1.01
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Entry into a Material Definitive Agreement.
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On June 18, 2018, MGM Resorts International
(the Company) issued $1,000,000,000 in aggregate principal amount of its 5.750% Senior Notes due 2025 (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 sixth supplemental indenture, dated as of June 18, 2018 (the Sixth Supplemental Indenture), among the Company, the
subsidiary guarantors named therein and the Trustee. A copy of the Sixth 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)
(the Registration
Statement) filed with the Securities and Exchange Commission (the SEC) on March 1, 2018, as supplemented by the final prospectus supplement, dated June 14, 2018 and filed with the SEC on June 15, 2018.
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 MGM Elgin Sub, Inc., unless and until the Company obtains Illinois gaming approval, and except for Marina District Development Company, LLC, and Marina District Development Holding Co., LLC, unless and until
the Company obtains New Jersey 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 (the subsidiary developing MGM Springfield), 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 for general corporate purposes, which could include refinancing existing
indebtedness, funding a portion of the cost of acquisitions the Company consummates, 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 Sixth Supplemental Indenture and the Notes are summaries only and are qualified in their entirety by the terms of such agreements and instruments, respectively. The Sixth Supplemental Indenture is incorporated by reference into the
Registration Statement.