Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-277326
The information in this preliminary prospectus supplement is notcomplete and
may be changed. This preliminary prospectus supplement and the accompanying
prospectus are not an offer to sell these securities and are not soliciting an
offer to buy these securities in any jurisdiction where the offer or sale is
notpermitted.
SUBJECT TO COMPLETION,DATED SEPTEMBER 3, 2024
PROSPECTUS SUPPLEMENT
(To Prospectus dated February 23, 2024)
$675,000,000
% Senior Notes due 2029
We are offering $675,000,000 of % Senior Notes due 2029 (the "notes").
Interest on the notes will accrue from, 2024 and be payable semi-annually on
and of each year, commencing on , 2025. The notes will mature on ,2029.
We may redeem some or all of the notes at any time or from time to time on or
after , 2026, at the redemption prices setforth in this prospectus supplement,
together with accrued and unpaid interest, if any, to the date of redemption.
At any time prior to , 2026, we may also redeem up to 40% of the original
aggregate principal amount ofthe notes with the proceeds of certain equity
offerings at a redemption price equal to % of the principal amount of the
notes to be redeemed, together with accrued and unpaid interest, if any, to
the date of redemption. In addition, atany time prior to , 2026, we may redeem
some or all of the notes at a redemption price equal to 100% of the principal
amount of the notes to be redeemed plus an applicable make-whole premium and
accrued and unpaidinterest, if any, to the date of redemption. The notes are
subject to redemption requirements imposed by gaming laws and regulations of
the State of Nevada and other gaming authorities. See "Description of Notes--
Optional Redemption."
The notes will be guaranteed, jointly and severally, on a senior basis by our
subsidiaries that guarantee our senior credit facility and our existingnotes,
except for Marina District Development Company, LLC ("MDDC"), and Marina
District Development Holding Co., LLC ("MDDHC"), unless and until we obtain
New Jersey gaming approval, and except for MGM Yonkers, Inc. ("MGMYonkers"),
unless and until we obtain New York gaming approval. The notes will not be
guaranteed by our foreign subsidiaries and certain domestic subsidiaries,
including, among others, MGM China Holdings Limited ("MGM China"), MGMNational
Harbor, LLC ("MGM National Harbor"), Blue Tarp redevelopment, LLC ("MGM
Springfield"), MGM Grand Detroit, LLC ("MGM Detroit"), MGM CEE Holdco, LLC,
the entity that holds our interactive gaming subsidiaries,including LeoVegas
("MGM CEE Holdco"), MGM Sports & Interactive Gaming, LLC, the entity that
holds our 50% interest in BetMGM, a venture that provides interactive gaming
and sports betting in certain jurisdictions in North America("MGM Sports &
Interactive Gaming"), and any of their respective subsidiaries.
The notes will be general senior unsecured obligations ofMGM Resorts
International and each guarantor, respectively, and will rank equally in right
of payment with all existing and future senior indebtedness of MGM Resorts
International and each guarantor. The notes and the guarantees will be
effectivelysubordinated to our and the guarantors' existing and future secured
obligations, to the extent of the value of the assets securing such
obligations. The notes will also be effectively subordinated to all
indebtedness of our subsidiaries that donot guarantee the notes, including,
among others, MGM China, MGM CEE Holdco, MGM Sports & Interactive Gaming, MGM
National Harbor, MGM Springfield, MGM Detroit, and any of their respective
subsidiaries (and MDDC, MDDHC and MGM Yonkersunless and until they receive the
respective gaming approvals). See "Description of Notes--Ranking."
The notes will not be listed on anysecurities exchange. There are currently no
public markets for the notes.
Investing in the notesinvolves risks. See "
Risk Factors
" beginning on page S-7 of this prospectus supplement to read about certain
risks you should consider before investing in the notes.
Per Note Total
Public offering price % $
(1)
Underwriting discounts and commissions % $
Proceeds to MGM Resorts International % $
(1) Plus accrued interest, if any, from , 2024 if settlement occurs after that date.
Neither the Securities and Exchange Commission (the "Commission") nor any
state securities commission has approved ordisapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.
None of the Nevada Gaming Commission, the Nevada State Gaming Control Board,
the New Jersey Casino Control Commission, the New Jersey Division of
GamingEnforcement, the Michigan Gaming Control Board, the Mississippi Gaming
Commission, the Maryland Lottery and Gaming Control Commission, the
Massachusetts Gaming Commission, the New York State Gaming Commission, the
Ohio State Racing Commission, theOhio Lottery Commission nor any other gaming
authority has passed upon the accuracy or adequacy of this prospectus
supplement or the investment merits of the securities offered. Any
representation to the contrary is unlawful. The Attorney General ofthe State
of New York has not passed upon or endorsed the merits of this offering. Any
representation to the contrary is unlawful.
We expect delivery ofthe notes to be made to investors on or about , 2024 only
in book-entry form through the facilities of The Depository Trust Company
("DTC").
Joint Bookrunners
BofA Securities J.P. Morgan
Barclays BNP PARIBAS Citigroup Citizens Capital Markets Deutsche Bank Securities
Fifth Third Securities Morgan Stanley Scotiabank SMBC Nikko Truist Securities
Co-Managers
Goldman Sachs & Co. LLC PNC Capital Markets LLC US Bancorp Wells Fargo Securities
CBRE Valtus Capital Group
Prospectus Supplement dated , 2024
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TABLE OF CONTENTS
Prospectus Supplement Page
About This Prospectus Supplement S-ii
Cautionary Statement Concerning Forward-LookingStatements S-ii
Summary S-1
Risk Factors S-7
Use of Proceeds S-13
Capitalization S-14
Regulation and Licensing S-15
Description of Long-Term Debt S-16
Description of Notes S-19
Certain U.S. Federal Income Tax Considerations S-39
Underwriting S-42
Legal Matters S-48
Experts S-48
Where You Can Find More Information S-48
Incorporation of Certain Information By Reference S-48
Prospectus Page
About This Prospectus 1
Cautionary Statement Concerning Forward-Looking Statements 2
Business 5
Risk Factors 6
Use of Proceeds 7
Description of Securities 8
Selling Security Holders 9
Plan of Distribution 10
Legal Matters 11
Experts 12
Where You Can Find More Information 13
Incorporation of Certain Information by Reference 14
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ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement is a supplement to the accompanying base prospectus
that is also a part of this document. This prospectussupplement and the
accompanying base prospectus are part of a "shelf" registration statement that
we filed with the Commission. The shelf registration statement was declared
effective by the Commission upon filing on February 23,2024. By using a shelf
registration statement, we may sell any combination of the securities
described in the base prospectus from time to time in one or more offerings.
In this prospectus supplement, we provide you with specific information
aboutthe terms of this offering. You should rely only on the information or
representations incorporated by reference or provided in this prospectus
supplement and the accompanying base prospectus or in any free writing
prospectus filed by us with theCommission. We have not authorized anyone to
provide you with different information. If anyone provides you with different
or inconsistent information, you should not rely on it. If the description of
this offering varies between this prospectussupplement and the accompanying
base prospectus, you should rely on the information contained in or
incorporated by reference in this prospectus supplement. You may obtain copies
of the shelf registration statement, or any document which we havefiled as an
exhibit to the shelf registration statement or to any other Commission filing,
either from the Commission or from the Secretary of MGM Resorts International
as described under "Where You Can Find More Information" in theaccompanying
prospectus. We are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should not assume
that the information in this prospectus supplement and the accompanying base
prospectusis accurate as of any date other than the date printed on their
respective covers.
CAUTIONARY STATEMENTCONCERNING FORWARD-LOOKING STATEMENTS
This prospectus supplement includes or incorporates by reference "forward-lookin
gstatements" within the meaning of the U.S. Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act").Forward-loo
king statements can be identified by words such as "anticipates," "intends,"
"plans," "seeks," "believes," "estimates," "expects," "will," "may" andsimilar
references to future periods. Examples of forward-looking statements include,
but are not limited to: statements we make regarding expectations regarding
the impact of macroeconomic trends on our business; our ability to execute on
ongoingand future strategic initiatives, including the development of an
integrated resort in Japan, a commercial gaming facility in New York,
expectations regarding the potential opportunity for gaming expansion in
Dubai, and investments we make in onlinesports betting and iGaming, the
expansion of LeoVegas and the MGM digital brand; positioning BetMGM as a
leader in sports betting and iGaming; amounts we will spend on capital
expenditures and investments; our expectations with respect to futureshare
repurchases and cash dividends on our common stock; dividends and
distributions we will receive from MGM China; amounts projected to be realized
as deferred tax assets; our ability to achieve our public social impact and
sustainability goals;the impact to our business, operations and reputation
from, and expenses and uncertainties associated with, the September 2023
cybersecurity issue we identified involving unauthorized access to certain of
our U.S. systems by third-party criminalactors; the timing and outcome of the
claims and class actions against us and of the investigations by state and
federal regulators, related to the September 2023 cybersecurity issue, and the
availability of cybersecurity insurance proceeds and thenature and scope of
any claims, litigation or regulatory proceedings that may be brought against
us. The foregoing is not a complete list of all forward-looking statements we
make.
Forward-looking statements are based on our current expectations and
assumptions regarding our business, the economy and other futureconditions.
Because forward-looking statements relate to the future, they are subject to
inherent uncertainties, risks, and changes in circumstances that are difficult
to predict. Our actual results may differ materially from those contemplated
bythe forward-looking statements. They are neither statements of historical
fact nor guarantees or assurances of future performance. Therefore, we caution
you against relying on any of these forward-looking statements. Important
factors that couldcause actual results to
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differ materially from those in the forward-looking statements include, but
are not limited to, regional, national or global political, economic,
business, competitive, market, and regulatoryconditions and the following:
. our substantial indebtedness and significant financial commitments, including our
rent payments and guarantees weprovide of the indebtedness of the landlords of
Bellagio, Mandalay Bay and MGM Grand Las Vegas could adversely affect our development
options and financial results and impact our ability to satisfy our obligations;
. current and future economic, capital and credit market conditions could adversely affect our ability to serviceour substantial
indebtedness and significant financial commitments, including our rent payments, and to make planned expenditures;
. restrictions and limitations in the agreements governing our senior credit facility and other senior indebtednesscould
significantly affect our ability to operate our business, as well as significantly affect our liquidity;
. the fact that we are required to pay a significant portion of our cash flows as rent, which could adverselyaffect our ability
to fund our operations and growth, service our indebtedness and limit our ability to react to competitive and economic changes;
. significant competition we face with respect to destination travel locations
generally and with respect to ourpeers in the industries in which we compete;
. the impact on our business of economic and market conditions in the jurisdictions
in which we operate and in thelocations in which our customers reside;
. the fact that we suspended our payment of ongoing regular dividends to our stockholders,
and may not elect toresume paying dividends in the foreseeable future or at all;
. all of our domestic gaming facilities are leased and could experience risks
associated with leased property,including risks relating to lease termination, lease
extensions, charges and our relationship with the lessor, which could have a material
adverse effect on our business, financial position or results of operations;
. financial, operational, regulatory or other potential challenges that may arise with
respect to landlords underour master leases may adversely impair our operations;
. the concentration of a significant number of our major gaming resorts on the Las Vegas Strip;
. the fact that we extend credit to a large portion of our customers and we may not be able to collect such gamingreceivables;
. the occurrence of impairments to goodwill, indefinite-lived intangible
assets or long-lived assets which couldnegatively affect future profits;
. the susceptibility of leisure and business travel, especially travel by air, to global geopolitical events, suchas
terrorist attacks, other acts of violence, acts of war or hostility or outbreaks of infectious disease (including the
COVID-19
pandemic);
. the fact that
co-investing
in properties or businesses, including ourinvestment in BetMGM, decreases our ability to manage risk;
. the fact that future construction, development, or expansion projects
will be subject to significant developmentand construction risks;
. the fact that our insurance coverage may not be adequate to cover all possible losses that our properties couldsuffer,
our insurance costs may increase and we may not be able to obtain similar insurance coverage in the future;
. the fact that a failure to protect our intellectual property could have a
negative impact on the value of ourbrand names and adversely affect our business;
. the fact that a significant portion of our labor force is covered by collective bargaining agreements;
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. the sensitivity of our business to energy prices and a rise in energy prices could harm our operating results;
. the failure of future efforts to expand through investments in other businesses and properties
or throughalliances or acquisitions, or to divest some of our properties and other assets;
. the failure to maintain the integrity of our information and other
systems and internal customer informationcould result in damage
to our reputation and/or subject us to fines, payment of damages,
lawsuits or other restrictions on our use or transfer of data;
. reputational harm as a result of increased scrutiny related to our corporate social responsibility efforts;
. we may not achieve our social impact and sustainability related goals or that our social
impact andsustainability initiatives may not result in their intended or anticipated benefits;
. extreme weather conditions or climate change may cause property damage or interrupt business;
. water scarcity could negatively impact our operations;
. the fact that our businesses are subject to extensive regulation and the cost of
compliance or failure to complywith such regulations could adversely affect our business;
. the risks associated with doing business outside of the United States and the impact of any
potential violationsof the Foreign Corrupt Practices Act or other similar anti-corruption laws;
. increases in taxes and fees, including gaming taxes, in the jurisdictions in which we operate;
. our ability to recognize our foreign tax credit deferred tax asset and the
variability of the valuation allowancewe may apply against such deferred tax asset;
. changes to fiscal and tax policies;
. risks related to pending claims that have been, or future claims that may be brought against us;
. disruptions in the availability of our information and other systems (including
our website and digital platform)or those of third parties on which we rely,
through cyber-attacks or otherwise, which could adversely impact our ability
to service our customers and affect our sales and the results of operations;
. impact to our business, operations, and reputation from, and expenses and uncertainties
associated with, acybersecurity incident, including the cybersecurity issue that occurred
in September 2023, and any related legal proceedings, other claims or investigations, and
costs of remediation, restoration, or enhancement of information technology systems;
. the availability of cybersecurity insurance proceeds;
. restrictions on our ability to have any interest or involvement in gaming businesses
in mainland China, Macau,Hong Kong and Taiwan, other than through MGM China;
. the ability of the Macau government to (i) terminate MGM Grand
Paradise's concession under certaincircumstances without
compensating MGM Grand Paradise, (ii) from the eighth year of MGM
Grand Paradise's concession, redeem the concession by providing
MGM Grand Paradise at least one year's prior notice and subject
to the payment ofreasonable and fair damages or indemnity
to MGM Grand Paradise, or (iii) refuse to grant MGM Grand
Paradise an extension of the concession prior to its expiry; and
. the potential for conflicts of interest to arise because certain of our directors and officers are also directorsof MGM China.
The forward-looking statements included or incorporated by reference in this
prospectus supplement aremade only as of the date of this prospectus
supplement or as of the date of the documents incorporated by reference. Other
factors or events not identified above could also cause our actual results to
differ materially from
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those projected. Most of those factors and events are difficult to predict
accurately and are generally beyond our control. A detailed discussion of
these and other risks and uncertainties thatcould cause actual results and
events to differ materially from such forward-looking statements is included
in Part I, Item 1A of our Annual Report on Form
10-K
for the fiscal year ended December 31,2023, in Part II, Item 1A of each of our
Quarterly Reports on Form
10-Q
for the quarter ended March 31, 2024 and the quarter ended June 30, 2024, each
of which is incorporated by reference into thisprospectus supplement, in the
section entitled "Risk Factors," and as may be included from time to time in
our reports filed with the SEC. We undertake no obligation to publicly update
any forward-looking statement, whether as a result ofnew information, future
developments or otherwise, except as may be required by law. If we update one
or more forward- looking statements, no inference should be made that we will
make additional updates with respect to those or otherforward-looking
statements.
You should also be aware that while we from time to time communicate with
securities analysts, we do notdisclose to them any material
non-public
information, internal forecasts or other confidential business information.
Therefore, you should not assume that we agree with any statement or report
issued by anyanalyst, irrespective of the content of the statement or report.
To the extent that reports issued by securities analysts contain projections,
forecasts or opinions, those reports are not our responsibility and are not
endorsed by us.
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SUMMARY
The following summary highlights information contained in or incorporated by
reference into this prospectus supplement and the accompanyingbase prospectus.
It does not contain all of the information that you should consider before
investing in the notes. You should carefully read this entire prospectus
supplement and the accompanying base prospectus, as well as the documentsincorpo
rated by reference, for a more complete understanding of this offer and the
notes. In this prospectus supplement, except where the context requires or
unless otherwise indicated, we will collectively refer to MGM Resorts
International and ourdirect and indirect subsidiaries as "MGM Resorts
International," "we," "our" and "us."
MGMResorts International
MGM Resorts International is a Delaware corporation incorporated in 1986 that
is a global gaming andentertainment company with domestic and international
locations featuring hotels and casinos, convention, dining, and retail
offerings, and sports betting and online gaming operations.
As of June 30, 2024, our domestic casino resorts include the following
integrated casino, hotel and entertainment resorts in Las Vegas,Nevada: Aria
(including Vdara), Bellagio, The Cosmopolitan of Las Vegas, MGM Grand Las
Vegas (including The Signature), Mandalay Bay, Luxor, New
York-New
York, Park MGM, and Excalibur. We also operate MGMGrand Detroit in Detroit,
Michigan, MGM National Harbor in Prince George's County, Maryland, MGM
Springfield in Springfield, Massachusetts, Borgata in Atlantic City, New
Jersey, Empire City in Yonkers, New York, MGM Northfield Park inNorthfield
Park, Ohio, and Beau Rivage in Biloxi, Mississippi. Additionally, we operate
The Park, a dining and entertainment district located between New
York-New
York and Park MGM. We lease the real estateassets of our domestic properties
pursuant to
triple-net
lease agreements.
We have an approximate56% controlling interest in MGM China Holdings Limited
(together with its subsidiaries, "MGM China"), which owns MGM Grand Paradise,
S.A. ("MGM Grand Paradise"). MGM Grand Paradise owns and operates MGM Macau
and MGM Cotai, twointegrated casino, hotel and entertainment resorts in Macau,
as well as the related gaming concession and land concessions.
We also ownLV Lion Holding Limited ("LeoVegas"), a consolidated subsidiary
that has global online gaming operations headquartered in Sweden and Malta.
Additionally, we and our venture partner, Entain plc, each have a 50%
ownership interest in BetMGM,LLC ("BetMGM"), an unconsolidated affiliate,
which provides online sports betting and gaming in certain jurisdictions in
North America. We also have a 50% ownership interest in Osaka IR KK, an
unconsolidated affiliate, which plans todevelop an integrated resort in Osaka,
Japan.
Principal Executive Offices
Our principal executive offices are located at 3600 Las Vegas Boulevard South,
Las Vegas, Nevada 89109. The telephone number for our principalexecutive
offices is (702)
693-7120.
We also maintain a website at https://www.mgmresorts.com/.The information on
our website is not part of this prospectus supplement, other than documents
that we file with the Commission that are expressly incorporated by reference
herein, and you should not rely on such information in making your
decisionwhether to purchase the notes. See "Incorporation of Certain
Information by Reference."
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SUMMARY CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA
Our summary consolidated financial and other data presented below as of and
for the years ended December 31, 2023 and 2022 and for theyear ended December
31, 2021 have been derived from our audited consolidated financial statements
incorporated by reference herein. The balance sheet data as of December 31,
2021 has been derived from our audited consolidated financialstatements not
incorporated by reference herein.
The summary consolidated financial and other data as of June 30, 2024 and for
thesix months ended June 30, 2024 and June 30, 2023 have been derived from our
unaudited consolidated financial statements for those periods incorporated by
reference herein, which, in the opinion of management, include all
adjustments,consisting of only normal recurring adjustments, necessary for a
fair presentation of the results of operations and financial position for
those periods. Our results for the six months ended June 30, 2024 presented
below are not necessarilyindicative of the results to be expected for the
entire year and historical results presented below are not necessarily
indicative of the results to be expected for any future period.
The data below should be read together with our audited consolidated financial
statements and the accompanying notes thereto and otherfinancial data
incorporated by reference in this prospectus supplement and the accompanying
prospectus.
For the Years Ended For the Six Months Ended
December 31, June 30,
2023 2022 2021 2024 2023
(
In thousands
)
Statement of Operations Data:
Net revenues $ 16,164,249 $ 13,127,485 $ 9,680,140 $ 8,710,845 $ 7,815,503
Operating income 1,891,497 1,439,372 2,278,699 884,034 1,102,217
Net income 1,314,924 206,731 1,208,389 582,528 723,427
Net income attributable to MGM Resorts International 1,142,180 1,473,093 1,254,370 404,548 667,603
As of As of
December 31, June 30,
2023 2022 2021 2024
(
In thousands
)
Balance Sheet Data (end of period):
Total assets $ 42,368,548 $ 45,692,206 $ 40,899,116 $ 41,815,461
Long-term debt, net 6,343,810 7,432,817 11,770,797 6,292,676
Operating lease liabilities 25,127,464 25,149,299 11,802,464 25,110,920
Other long-term obligations 542,708 256,282 319,914 768,001
Redeemable noncontrolling interests 33,356 158,350 147,547 32,168
Total stockholders' equity 4,334,145 5,210,123 10,976,766 3,814,145
Total MGM Resorts International stockholders' equity 3,811,170 4,831,529 6,070,645 3,212,676
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THE OFFERING
The following is a brief summary of some of the terms of this offering. For a
more complete description of the terms of the notes, see "Description ofNotes"
in this prospectus supplement.
Issuer MGM Resorts International, a Delaware corporation.
Notes Offered $675,000,000 aggregate principal amount of % senior notes due 2029.
Maturity The notes will mature on , 2029.
Interest Payment and of each year after the date of issuance of the notes, beginning on , 2025.
Guarantees The notes will be fully and unconditionally guaranteed, jointly and severally, by each of our
subsidiaries that is a guarantor under our existing notes and our senior credit facility
(each a "subsidiary guarantor"), other than MDDC(and any other subsidiary guarantors subject
to the oversight of the New Jersey Division of Gaming Enforcement or another regulatory
authority that must approve the execution or delivery of a subsidiary guarantee), MDDHC
(whose issuance of asubsidiary guarantee is conditioned on the New Jersey gaming approval of
the MDDC guarantee), in each case, unless and until we obtain the New Jersey gaming approvals,
and MGM Yonkers, in each case, unless and until we obtain the New York gamingapprovals.
The notes will not be guaranteed by our foreign subsidiaries and certain domestic
subsidiaries, which include, among others, MGM China, MGM National Harbor, MGM
Springfield, MGM Detroit, MGM CEE Holdco, MGMSports & Interactive Gaming, and any
of their respective subsidiaries. In the event that any subsidiary guarantor is no
longer a guarantor under any series of our existing notes, our senior credit facility
or any of our future capitalmarkets indebtedness (the "reference indebtedness"),
that subsidiary guarantor will be released and relieved of its obligations under
its guarantee of the notes, provided that any transaction related to such release
is carried out pursuantto and in accordance with all other applicable provisions
of the applicable indenture. The indenture will provide that any of our existing
or future domestic wholly owned subsidiaries will be required to become a subsidiary
guarantor if suchsubsidiary grants a guarantee in respect of any reference
indebtedness. The indenture, which will contain the guarantees, will contain
customary provisions limiting the obligations of each subsidiary guarantor under its
guarantee as necessary toprevent such guarantee from constituting a fraudulent
conveyance under applicable law. See "Description of Notes --Subsidiary Guarantees."
Ranking The notes and guarantees will be general senior unsecured obligations
of MGM Resorts International and each guarantor, respectively, and
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will rank equally in right of payment with all existing and future senior indebtedness of MGM Resorts International
and each guarantor, respectively, and effectively subordinated to MGM ResortsInternational's and the guarantors'
existing and future secured obligations, including our Revolving Credit Facility, to the extent of the value of
the assets securing such obligations. The notes will also be effectively subordinated toall indebtedness of our
subsidiaries that do not guarantee the notes, including, among others, MGM China, MGM National Harbor, MGM Springfield,
MGM Detroit, MGM CEE Holdco, MGM Sports & Interactive Gaming, and each of their respectivesubsidiaries. In
addition, unless and until the New Jersey gaming approvals and New York gaming approvals are obtained, the notes will
be effectively subordinated to all indebtedness of MDDC, MDDHC and MGM Yonkers. See "Description ofNotes--Ranking."
As of June 30, 2024, on a consolidated and
as-adjusted
basis after giving effect to this offering and the use of proceeds therefrom, we would have had approximately$6.3 billion
principal amount of indebtedness outstanding, none of which would be secured indebtedness, and approximately $2.3
billion of available borrowing capacity under our senior credit facility, inclusive of $28 million inletters of credit
outstanding, all of which would be secured if drawn. See "Description of Long-Term Debt-- Senior Credit Facility."
We currently also provide shortfall guarantees of the $3.01 billion and $3.0 billion
principal amount of indebtedness (and any interest accrued and unpaid thereon) of
the landlords of Bellagio and Mandalay Bayand MGM Grand Las Vegas, respectively and
other guarantees. See "Risk Factors--Risks Relating to Our Substantial Financial
Commitments--Our substantial indebtedness and significant financial commitments, including
our rent payments andguarantees we provide of the indebtedness of the landlords
of Bellagio, Mandalay Bay, and MGM Grand Las Vegas could adversely affect our
operations and financial results and impact our ability to satisfy our obligations."
As of June 30, 2024,
non-guarantor
subsidiaries had approximately $3.1 billion aggregate principal amount
of indebtedness outstanding (excluding intercompanyindebtedness). For
additional information regarding subsidiary guarantors, see the guarantor
financial information included in our Quarterly Report on Form
10-Q
for the quarterly period ended June
30,2024 incorporated by reference herein.
Optional Redemption We may redeem some or all of the notes at any time or from
time to time on or after , 2026, at the redemption prices
set forth in this prospectus supplement, together with accrued
and unpaid interest, if any, to thedate of redemption.
At any time prior to , 2026, we may also redeem up to 40% of the aggregate principal amount of thenotes with the proceeds of
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certain equity offerings at a redemption price equal to % of the principal amount of the notes
to be redeemed, together with accrued and unpaid interest, if any, to the date ofredemption;
provided
that at least 50% of the original aggregate principal amount of the notes remains outstanding after each
such redemption and such redemption occurs within 120 days after the closing of such equity offering.
In addition, at any time prior to , 2026, we may redeem some or all
of the notes at a redemption price equal to 100% of the principal
amount of the notes plus an applicable make-whole premiumand
accrued and unpaid interest, if any, to the date of redemption.
See "Description of Notes--Optional Redemption."
Special Redemption The notes are subject to redemption requirements imposed by gaming laws
and regulations of the State of Nevada and other gaming authorities.
Covenants The indenture contains covenants that, among other things, will
limit our ability and the ability of our subsidiary guarantors to:
. incur liens on assets to secure debt (subject to, under certain circumstances, regulatory approvals);
. merge or consolidate with another company or sell all or substantially all assets; and
. enter into certain sale and lease-back transactions.
These covenants are subject to important exceptions and qualifications
as described under "Description of Notes--Additional Covenants of MGM
Resorts International." In particular, the indenture governingthe notes
will not provide for restrictions on the ability of our subsidiaries
to incur additional indebtedness, make restricted payments, pay dividends
or make distributions in respect of capital stock, purchase or redeem
capital stock, enter intotransactions with affiliates or make advances
to, or invest in, other entities (including unaffiliated entities).
Form and Denomination The notes will be issued in fully registered form in denominations
of $2,000 and in integral multiples of $1,000 in excess thereof.
DTC Eligibility The notes will be represented by a global certificate deposited with, or on behalf
of DTC or its nominee. See "Description of Notes--Book-Entry; Delivery and Form."
Use of Proceeds We intend to use the net proceeds from this offering to repay indebtedness, including our
outstanding 5.75% senior notes due 2025. This prospectus supplement shall not constitute a notice
of redemption with respect to the 5.75% senior notes due2025. Any such notice of redemption
will be delivered in accordance with the indenture governing the 5.75% senior notes due 2025.
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Pending such use, we may invest the net proceeds in short-term interest-bearing accounts,
securities or similar investments. See "Use of Proceeds" in this prospectus supplement.
Certain of the underwriters and/or their respective affiliates may hold our 5.75% notes due 2025,
and accordingly, may receive a portion of the net proceeds from this offering. See "Underwriting."
Risk Factors See "Risk Factors" beginning on page
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of this prospectus supplement and the other information included or incorporated by reference in this prospectus
supplement for a discussion of thefactors you should carefully consider before deciding to invest in the notes.
No Listing of the Notes We have not applied, nor do we intend to apply, to list the notes on any
securities exchange or to have the notes quoted on any automated quotation system.
Governing Law The notes and the indenture will be governed by New York law.
Trustee, Registrar and Paying Agent U.S. Bank Trust Company, National Association.
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RISK FACTORS
Before you decide to invest in the notes, you should be aware that investment
in the notes carries various risks, including those described below, thatcould
have a material adverse effect on our business, financial position, results of
operations and cashflows. We urge you to carefully consider these risk
factors, together with all of the other information included and incorporated
by reference inthis prospectus supplement and the accompanying base
prospectus, before you decide to invest in the notes.
In addition, we identify other factorsthat could affect our business in our Form
10-K
for the year ended December 31, 2023, our Form
10-Q
for the quarter ended March 31, 2024, and our Form
10-Q
for the quarter ended June 30, 2024, each of which is incorporated by
reference herein, and in other filings we may make from time to time with the
SEC.
Risks Relating to Our Substantial Financial Commitments
Our substantial indebtedness and significant financial commitments, including
our rent payments and guarantees we provide of the indebtedness of
thelandlords of Bellagio, Mandalay Bay, and MGM Grand Las Vegas could
adversely affect our operations and financial results and impact our ability
to satisfy our obligations.
As of June 30, 2024, we had approximately $6.3 billion of principal amount of
indebtedness outstanding on a consolidated basis,including $3.1 billion of
outstanding indebtedness of MGM China. Any increase in the interest rates
applicable to our existing or future borrowings would increase the cost of our
indebtedness and reduce the cash flow available to fund our otherliquidity
needs. We do not guarantee MGM China's obligations under its debt agreements
and, to the extent MGM China was to cease to produce cash flow sufficient to
service its indebtedness, our ability to make additional investments into
MGMChina is limited by the covenants in our existing senior credit facility.
See our Quarterly Report on Form
10-Q
for the quarter ended June 30, 2024, incorporated by reference herein, for a
discussion ofour liquidity and financial position.
In addition, our substantial indebtedness and significant financial
commitments could haveimportant negative consequences on us, including:
. increasing our exposure to general adverse economic and industry conditions;
. limiting our flexibility to plan for, or react to, changes in our business and industry;
. limiting our ability to borrow additional funds for working capital
requirements, capital expenditures, debtservice requirements,
execution of our business strategy (including returning value
to our shareholders) or other general operating requirements;
. making it more difficult for us to make payments on our indebtedness; or
. placing us at a competitive disadvantage compared to less-leveraged competitors.
We currently also provide shortfall guarantees of the $3.01 billion and $3.0
billion principal amount of indebtedness (and anyinterest accrued and unpaid
thereon) of the landlords of Bellagio and Mandalay Bay and MGM Grand Las
Vegas, respectively. The terms of each guarantee provide that, after the
lenders have exhausted certain remedies to collect on the obligations underthe
underlying indebtedness, we would then be responsible for any shortfall
between the value of the collateral and the debt obligation, which amount may
be material, and we may not have sufficient cash on hand to fund any such
obligation to theextent it is triggered in the future. We also provide for
guarantees (i) in the amount of 12.65 billion yen (approximately $79 million
as of June 30, 2024) for 50% of Osaka IR KK's obligations to Osaka under
variousagreements related to the venture's development of an integrated resort
in Osaka, Japan and (ii) of an uncapped amount to provide funding to Osaka IR
KK, if necessary, for the completion of the construction and full opening of
theintegrated resort. The guarantees expire when the obligations relating to
the full opening of the integrated resort are fulfilled. If we do not have
sufficient cash on hand to satisfy any obligations with respect to any of
these guarantees or ourother
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financial commitments, we may need to raise capital, including incurring
additional indebtedness, in order to satisfy our obligation. There can be no
assurance that any financing will beavailable to us, or, if available, will be
on terms that are satisfactory to us.
Under the terms of MGM Grand Paradise's concession,MGM Grand Paradise is
required to implement certain investments in gaming and
non-
gaming projects, for which the
non-gaming
commitment is subject to increase ifmarket-wide Macau annual gross gaming
revenue reaches a specified level. There can be no assurance, however, that
MGM Grand Paradise will have sufficient cash on hand to fund these
obligations, including any increased investment amounts to theextent they are
triggered in the future, or that it would be able to obtain financing to fund
these obligations on satisfactory terms or at all. If MGM Grand Paradise is
unable to satisfy its investment commitments, its concession contract may
besubject to termination by the Macau government.
Moreover, our businesses are capital intensive. For our owned, leased and
managedproperties to remain attractive and competitive, we must periodically
invest significant capital to keep the properties well-maintained, modernized
and refurbished. The leases for our operating properties have fixed rental
payments (with annualescalators) and also require us to apply a percentage of
net revenues generated at the leased properties to capital expenditures at
those properties. Such investments require an ongoing supply of cash and, to
the extent that we cannot fundexpenditures from cash generated by operations,
funds must be borrowed or otherwise obtained. Similarly, development projects,
including any potential future development of an integrated resort in Japan,
strategic initiatives, including positioningBetMGM as a leader in online
sports betting and iGaming, investments in the growth of our international
digital gaming business, and acquisitions could require significant capital
commitments, the incurrence of additional debt, guarantees ofthird-party debt
or the incurrence of contingent liabilities, any or all of which could have an
adverse effect on our business, financial condition, results of operations,
and cash flows.
Current and future economic, capital and credit market conditions could
adversely affect our ability to service our substantial indebtedness
andsignificant financial commitments or make planned expenditures.
Our ability to make payments on our substantial indebtedness andother
significant financial commitments, including the rent payments under our
leases, and to fund planned or committed capital expenditures and other
investments depends on our ability to generate cash flow, receive
distributions from ourunconsolidated affiliates and subsidiaries (including
MGM China), and borrow under our senior credit facility or incur new
indebtedness. If regional and national economic conditions deteriorate,
including in connection with a recession, revenuesfrom our operations could
decline as consumer spending levels decrease and we could fail to generate
cash sufficient to fund our liquidity needs or satisfy the financial and other
restrictive covenants in our debt and lease instruments. If we failto generate
cash sufficient to fund our liquidity needs or satisfy the financial and other
covenants in our debt and lease instruments, we cannot assure you that future
borrowings will be available to us under our senior secured credit facility
inan amount sufficient to enable us to pay our indebtedness or fund our other
liquidity needs or that we will be able to access the capital markets in the
future to borrow additional debt on terms favorable to us, or at all.
In addition, after giving effect to this offering and the use of proceeds
therefrom, we have a significant amount of indebtedness maturing in2026 and
thereafter. Our ability to fund or timely refinance and replace our
indebtedness will depend upon the economic and credit market conditions
discussed above. If we are unable to fund or refinance our indebtedness on a
timely basis, we mightbe forced to seek alternate forms of financing, dispose
of assets or minimize capital expenditures and other investments. There is no
assurance that any of these alternatives would be available to us, if at all,
on satisfactory terms, on terms thatwould not be disadvantageous to us, or on
terms that would not require us to breach the terms and conditions of our
existing or future debt agreements or leases.
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The agreements governing our senior credit facility and other senior
indebtedness contain restrictionsand limitations that could significantly
affect our ability to operate our business, as well as significantly affect
our liquidity, and therefore could adversely affect our results of operations.
Covenants governing our senior secured credit facility and certain of our debt
securities restrict, among other things, our ability to:
. pay dividends or distributions, repurchase equity, prepay certain debt or make certain investments;
. incur additional debt;
. incur liens on assets;
. sell assets or consolidate with another company or sell all or substantially all of our assets;
. enter into transactions with affiliates;
. allow certain subsidiaries to transfer assets or enter into certain agreements; and
. enter into sale and lease-back transactions.
Our ability to comply with these provisions may be affected by events beyond
our control. The breach of any such covenants or obligations nototherwise
waived or cured could result in a default under the applicable debt
obligations and could trigger acceleration of those obligations, which in turn
could trigger cross-defaults under other agreements governing our long-term
indebtedness.Any default under our senior credit facility or the indentures
could adversely affect our growth, our financial condition, our results of
operations and our ability to make payments on our debt and other financial
commitments.
In addition, MGM China has issued debt securities and is a borrower under
credit facilities, all of which contain covenants that restrict theborrower's
ability to engage in certain transactions, require MGM China to satisfy
certain financial covenants and impose certain operating and financial
restrictions on MGM China and its subsidiaries. These restrictions include,
among otherthings, limitations on MGM China's ability to incur liens, merge or
consolidate with other companies, or transfer, sell or dispose of all or
substantially all of its assets.
We are required to pay a significant portion of our cash flows as rent, which
could adversely affect our ability to fund our operations and growthinitiatives,
service our indebtedness and limit our ability to react to competitive and
economic changes.
As of June 30,2024, we are required to make annual cash rent payments of $1.8
billion, in the aggregate, under our
triple-net
lease agreements, which leases are also subject to annual escalators. The
leases alsorequire us to spend a certain amount on capital expenditures at the
leased properties. In addition, each of the leases obligates us to comply with
certain financial covenants which, if not met, will require us to deposit cash
collateral or issueletters of credit for the benefit of the applicable
landlord equal to 6 months or 1 year of rent, as applicable to the
circumstances, under the VICI lease, 1 year of rent under the Mandalay Bay and
MGM Grand Las Vegas lease, the Aria and Vdaralease, and The Cosmopolitan
lease, and 2 years of rent under the Bellagio lease. As a result of the
foregoing rent and capital expenditure obligations, our ability to fund our
operations, raise capital, make acquisitions, make investments, serviceour
debt and otherwise respond to competitive and economic changes may be
adversely affected. For example, our obligations under the leases may:
. make it more difficult for us to satisfy our obligations with respect to our indebtedness and to obtainadditional indebtedness;
. increase our vulnerability to general adverse economic and industry conditions or a downturn in our business;
. require us to dedicate a substantial portion of our cash flow from operations
to making rent payments, therebyreducing the availability of our cash
flow to fund working capital, capital expenditures, development projects,
pay dividends, repurchase shares and other general corporate purposes;
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. limit our flexibility in planning for, or reacting to, changes in our business and the industry in which weoperate;
. restrict our ability to make acquisitions, divestitures and engage in other significant transactions; and
. cause us to lose our rights with respect to the applicable leased properties
if we fail to pay rent or otheramounts or otherwise default on the leases.
Any of the above factors could have a material adverse effect on ourbusiness,
financial condition, results of operations and cash flows.
Risks Relating to the Notes
The notes and the guarantees will be unsecured and effectively subordinated to
our and the guarantors' current and future secured indebtedness andindebtedness
of our
non-guarantor
subsidiaries.
The notes and the guarantees will begeneral unsecured obligations ranking
effectively junior in right of payment to all of our current and future
secured indebtedness and that of the guarantors. The notes and guarantees will
also be effectively subordinated as to MGM China's andMGM Grand Paradise's
indebtedness, and any indebtedness of any of our other subsidiaries who are
not guarantors of the notes in respect of their respective assets and
revenues. As of June 30, 2024, on a consolidated and
as-adjusted
basis after giving effect to the notes offered hereby, we would have had
approximately $6.3 billion principal amount of indebtedness outstanding, none
of which would be secured indebtedness. As ofJune 30, 2024, we had no
borrowings outstanding and had $2.3 billion of available borrowing capacity
under the Revolving Credit Facility, inclusive of $28 million in letters of
credit outstanding, all of which would be secured ifdrawn. See "Capitalization"
and "Description of Long-Term Debt."
All indebtedness under the Revolving Credit Facilityis secured and ranks
effectively senior to the notes offered hereby to the extent of the value of
the assets securing such facility. Additionally, the indenture governing the
notes will permit us and the guarantors to incur secured indebtedness inthe
future. In addition, the notes and the guarantees will be structurally
subordinated to all indebtedness and other liabilities and preferred stock of
our subsidiaries that do not guarantee the notes. In the event that we or a
guarantor isdeclared bankrupt, becomes insolvent or is liquidated or
reorganized, any secured indebtedness that is effectively senior to the notes
and the guarantees will be entitled to be paid in full from our assets or the
assets of the guarantor, asapplicable, securing such indebtedness before any
payment may be made with respect to the notes or the affected guarantees.
Holders of the notes will participate ratably with all holders of our
unsecured indebtedness that is deemed to be of the sameclass as the notes, and
potentially with all of our other general creditors, based upon the respective
amounts owed to each holder or creditor, in our remaining assets.
The notes are structurally subordinated to all current and future liabilities,
including trade payables, of our subsidiaries that do notguarantee the notes,
including, among others, MGM China, MGM National Harbor, MGM Springfield, MGM
Detroit, MGM CEE Holdco, MGM Sports & Interactive Gaming, and each of their
respective subsidiaries (and MDDC, MDDHC and MGM Yonkers unlessand until they
receive the respective gaming approvals) and the claims of creditors of those
subsidiaries, including trade creditors, have priority as to the assets and
cash flows of those subsidiaries. In the event of a bankruptcy, liquidation,diss
olution or similar proceeding of any of the
non-guarantor
subsidiaries, holders of their liabilities, including their trade creditors,
will generally be entitled to payment on their claims from assets ofthose
subsidiaries before any assets are made available for distribution to us or
our guarantor subsidiaries. As of June 30, 2024, the
non-guarantor
subsidiaries had approximately $3.1 billionaggregate principal amount of
indebtedness, excluding intercompany indebtedness.
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Fraudulent conveyance statutes allow courts, under specific circumstances, to
avoid subsidiaryguarantees.
Various fraudulent conveyance and similar laws have been enacted for the
protection of creditors and may be utilizedby courts to avoid or limit the
guarantees of the notes by our subsidiaries. The requirements for establishing
a fraudulent conveyance vary depending on the law of the jurisdiction that is
being applied. Generally, if in a bankruptcy, reorganizationor other judicial
proceeding a court were to find that the guarantor received less than
reasonably equivalent value or fair consideration for incurring indebtedness
evidenced by guarantees, and
. was insolvent at the time of the incurrence of such indebtedness;
. was rendered insolvent by reason of incurring such indebtedness;
. was at such time engaged or about to engage in a business or transaction
for which its assets constitutedunreasonably small capital; or
. intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they matured;
such court could, with respect to the guarantor, declare void in whole or in
part the obligations of such guarantor under theguarantees, as well as any
liens granted by a guarantor securing its guarantee or the guaranteed
obligations. Any payment by such guarantor pursuant to its guarantee could
also be required to be returned to it, or to a fund for the benefit of
itscreditors. Generally, an entity will be considered insolvent if the sum of
its debts is greater than the fair saleable value of all of its property at a
fair valuation or if the present fair saleable value of its assets is less
than the amount thatwill be required to pay its probable liability on its
existing debts, as they become absolute and mature.
MGM Resorts International hasno operations of its own and we derive all of our
revenue from our subsidiaries. If a guarantee of the notes by a subsidiary
were avoided as a fraudulent transfer, holders of other indebtedness of, and
trade creditors of, that subsidiary wouldgenerally be entitled to payment of
their claims from the assets of the subsidiary before such assets could be
made available for distribution to us to satisfy our own obligations such as
the notes.
The obligations of each subsidiary guarantor under its subsidiary guarantee
will be limited so as not to constitute a fraudulent conveyanceunder
applicable law. This may not be effective to protect the subsidiary guarantee
from being voided under fraudulent transfer law, or may eliminate the
subsidiary guarantors' obligations or reduce such obligations to an amount
thateffectively makes the subsidiary guarantee worthless. For instance, in a
Florida bankruptcy case, a similar provision was found to be ineffective to
protect the guarantees.
We may require you to dispose of your notes or redeem your notes if any gaming
authority finds you unsuitable to hold them.
We may require you to dispose of your notes or redeem your notes if any gaming
authority finds you unsuitable to hold them or in order tootherwise comply
with any gaming laws to which we or any of our subsidiaries are or may become
subject, as more fully described in "Regulation and Licensing" and
"Description of Notes--Mandatory Disposition Pursuant to GamingLaws."
Until we receive the necessary approvals from the New Jersey Division of
Gaming Enforcement and the New York State Gaming Commission,as applicable,
MDDC, MGM Yonkers and any other subsidiary guarantors subject to the oversight
of the New Jersey Division of Gaming Enforcement or the New York State Gaming
Commission, or for whom the issuance of a subsidiary guarantee is
conditionedon approvals to be issued by such authorities, will not be able to
guarantee the notes.
Pursuant to the applicable gaming laws inNew Jersey, MDDC (and any other
subsidiary guarantors subject to the oversight of the New Jersey Division of
Gaming Enforcement) will not be permitted to guarantee the notes
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without the prior approval of the New Jersey Division of Gaming Enforcement
(the "New Jersey Gaming Approval"). Similarly, pursuant to the applicable
gaming laws in New York, MGMYonkers will not be permitted to guarantee the
notes without the prior approval of the New York State Gaming Commission (the
"New York Gaming Approval"). See "Regulation and Licensing." In addition,
MDDHC, the parent holdingcompany of MDDC, will not guarantee the notes until
MDDC receives the New Jersey Gaming Approval. Further, subsidiaries that we
form or acquire in the future may similarly be subject to the jurisdiction of
a gaming authority that requires approvalprior to the execution and delivery
of a guarantee. Although MDDC, MDDHC and MGM Yonkers currently guarantee
certain of our other senior debt, we cannot assure you that the New Jersey
Division of Gaming Enforcement or the New York State GamingCommission, as
applicable, will grant us the approval necessary to cause MDDC (and therefore
MDDHC) or MGM Yonkers to guarantee the notes, or that any future subsidiary
that would require similar approvals from the New Jersey Division of
GamingEnforcement, the New York State Gaming Commission or any other relevant
gaming authority would be granted such approvals. Until we receive such
approvals, which we may not receive, the notes will be effectively
subordinated to certain of our othersenior debt with respect to the assets of
MDDC, MDDHC, MGM Yonkers or such future subsidiary.
Active trading markets for the notes may not develop.
The notes constitute new issues of securities, for which there is no existing
market. We do not intend to apply for listing of thenotes on any securities
exchange. We cannot assure you trading markets for the notes will develop, or
of the ability of holders of the notes to sell their notes or of the prices at
which holders may be able to sell their notes. Certain of theunderwriters have
advised us that they currently intend to make a market in the notes. However,
the underwriters are not obligated to do so, and any market-making with
respect to the notes may be discontinued at any time without notice. If no
activetrading markets develop, you may be unable to resell the notes at any
price or at their fair market value.
If trading markets do develop, changesin our ratings or the financial markets
could adversely affect the market prices of the notes.
The market prices of the notes willdepend on many factors, including, among
others, the following:
. ratings on our debt securities assigned by rating agencies;
. the prevailing interest rates being paid by other companies similar to us;
. our results of operations, financial condition and prospects; and
. the condition of the financial markets.
The condition of the financial markets and prevailing interest rates have
fluctuated in the past and are likely to fluctuate in the future,which could
have an adverse effect on the market prices of the notes.
Rating agencies continually review the ratings that they haveassigned to
companies and debt securities. Negative changes in the ratings assigned to us
or our debt securities could have an adverse effect on the market prices of
the notes. Credit ratings are not recommendations to purchase, hold or sell
thenotes, and may be revised or withdrawn at any time. Additionally, credit
ratings may not reflect the potential effect of risks relating to the
structure or marketing of the notes. If the credit rating of the notes is
subsequently lowered orwithdrawn for any reason, you may not be able to resell
your notes without a substantial discount.
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USE OF PROCEEDS
We estimate that our net proceeds from this offering will be approximately
$666.0 million, after deducting discounts and commissions andestimated
offering expenses.
We intend to use the net proceeds from this offering to repay existing
indebtedness, including ouroutstanding 5.750% senior notes due 2025. This
prospectus supplement shall not constitute a notice of redemption with respect
to the 5.750% senior notes due 2025. Any such notice of redemption will be
delivered in accordance with the indenturegoverning the 5.750% senior notes
due 2025. Pending such use, we may invest the net proceeds in short-term
interest-bearing accounts, securities or similar investments.
Certain of the underwriters and/or their respective affiliates may hold our
5.75% notes due 2025, and accordingly, may receive a portion ofthe net
proceeds from this offering. See "Underwriting."
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CAPITALIZATION
The following table sets forth our cash and cash equivalents and consolidated
capitalization as of June 30, 2024:
. on a historical basis; and
. as adjusted to give effect to the issuance of the notes and the use of proceeds therefrom.
The information presented in the table below should be read in conjunction
with "Use of Proceeds," and "Description ofLong-Term Debt" as well as the
consolidated historical financial statements and notes thereto incorporated by
reference in this prospectus supplement and the accompanying base prospectus.
At June 30, 2024
Actual As Adjusted
(in millions)
Cash and cash equivalents $ 2,414.2 $ 2,405.2
Long-term debt (including currentmaturities):
(1)
MGM Resorts International:
Senior credit facility -- --
(2)
5.750% senior notes due 2025 675.0 --
4.625% senior notes due 2026 400.0 400.0
5.500% senior notes due 2027 675.0 675.0
4.750% senior notes due 2028 750.0 750.0
6.500% senior notes due 2032 750.0 750.0
% senior notes due 2029 offeredhereby -- 675.0
(3)
Mandalay Resort Group:
7.000% debentures due 2036 0.6 0.6
MGM China:
First revolving credit facility 578.8 578.8
Second revolving credit facility -- --
5.25% senior notes due 2025 500.0 500.0
5.875% senior notes due 2026 750.0 750.0
4.75% senior notes due 2027 750.0 750.0
7.125% senior notes due 2031 500.0 500.0
Total face value of long-term-debt $ 6,329.4 6,329.4
Debt premiums and discounts, and unamortized debt issuance costs, net $ (36.7 ) $ (45.7 )
Total long-term debt (including current maturities), net $ 6,292.7 $ 6,283.7
Total stockholders' equity $ 3,814.1 $ 3,814.1
Total capitalization $ 10,106.8 $ 10,097.8
(1) All of the outstanding long-term debt identified in this table are joint and several
obligations of MGM ResortsInternational and the guarantors, except the MGM China credit
facility and the MGM China senior notes. The long-term debt shown above excludes certain
intercompany indebtedness that is eliminated in our consolidated financial statements.
(2) As of June 30, 2024, we had no borrowings outstanding and had $2.3 billion of available borrowingcapacity
under the Revolving Credit Facility, inclusive of $28 million in letters of credit outstanding.
(3) Represents the aggregate principal amount of notes and assumes the notes offered hereby are issued at par.
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REGULATION AND LICENSING
The gaming industry is highly regulated, and we must maintain our licenses and
pay gaming taxes to continue our operations. Each of ourcasinos is subject to
extensive regulation under the laws, rules and regulations of the jurisdiction
where it is located. These laws, rules and regulations generally concern the
responsibility, financial stability and character of the owners,managers, and
persons with financial interest in the gaming operations.
Violations of laws in one jurisdiction could result indisciplinary action in
other jurisdictions.
Our businesses are subject to various federal, state, local and foreign laws
and regulationsaffecting businesses in general. These laws and regulations
include, but are not limited to, restrictions and conditions concerning
alcoholic beverages, smoking, employees, currency transactions, taxation,
zoning and building codes (includingregulations under the Americans with
Disabilities Act, which requires all public accommodations to meet certain
federal requirements related to access and use by persons with disabilities),
construction, land use and marketing and advertising. Wealso deal with
significant amounts of cash in our operations and are subject to various
reporting and anti-money laundering regulations. Such laws and regulations
could change or could be interpreted differently in the future, or new laws
andregulations could be enacted. Material changes, new laws or regulations, or
material differences in interpretations by courts or governmental authorities
could adversely affect our operating results.
In addition, we are subject to certain federal, state and local environmental
laws, regulations and ordinances, including the Clean Air Act,the Clean Water
Act, the Resource Conservation Recovery Act, the Comprehensive Environmental
Response, Compensation and Liability Act and the Oil Pollution Act of 1990.
Under various federal, state and local laws and regulations, an owner
oroperator of real property may be held liable for the costs of removal or
remediation of certain hazardous or toxic substances or wastes located on its
property, regardless of whether or not the present owner or operator knows of,
or is responsiblefor, the presence of such substances or wastes. We have not
identified any issues associated with our properties that could reasonably be
expected to have an adverse effect on us or the results of our operations.
For a summary of gaming and other regulations that affect our business, see
Exhibit 99.1 to our Annual Report on Form
10-K
for the year ended December 31, 2023, incorporated by reference herein.
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DESCRIPTION OF LONG-TERM DEBT
MGM Resorts
Senior Credit Facility
On November 24, 2021, we entered into the senior credit facility among us, the
lenders from time to time party thereto and Bank ofAmerica, N.A., as
Administrative Agent (the "Credit Agreement").
On February 9, 2024, we entered into the Second Amendmentto the Credit
Agreement to increase the amount of revolving commitments from $1.675 billion
to $2.3 billion (the "Revolving Credit Facility") and extend the maturity date
from November 24, 2026 to February 9, 2029. Theinterest rate of the Revolving
Credit Facility is determined by reference to a rent adjusted total net
leverage ratio pricing grid, which would result in an interest rate of Daily
Simple SOFR (or Term SOFR) plus 1.50% to 2.25%.
At June 30, 2024, our senior credit facility consisted of the $2.3 billion
Revolving Credit Facility. At June 30, 2024, noamounts were drawn on the
Revolving Credit Facility.
The Credit Agreement governing the Revolving Credit Facility contains
customarycovenants that, among other things, limit the ability of us and our
restricted subsidiaries to: (i) incur additional indebtedness; (ii) merge with
a third party or engage in other fundamental changes; (iii) make restricted
payments;(iv) enter into, create, incur or assume any liens; (v) make certain
sales and other dispositions of assets; (vi) enter into certain transactions
with affiliates; (vii) make certain payments on certain other indebtedness;(viii
) make certain investments; and (ix) incur restrictions on the ability of
restricted subsidiaries to make certain distributions, loans or transfers of
assets us or any restricted subsidiary. These covenants are subject to a
number ofimportant exceptions and qualifications. The Credit Agreement
requires us to comply with a financial covenant, which may restrict our
ability to incur additional debt to fund our obligations in the near term.
Mandatory prepayments of the credit facilities will be required upon the
occurrence of certain events, including sales of certain assets,subject to
certain exceptions.
The Credit Agreement also provides for customary events of default, including,
without limitation,(i) payment defaults, (ii) inaccuracies of representations
and warranties, (iii) covenant defaults, (iv) cross-defaults to certain other
indebtedness in excess of specified amounts, (v) certain events of bankruptcy
andinsolvency, (vi) judgment defaults in excess of specified amounts, (vii)
actual or asserted invalidity or impairment of any loan documentation, (viii)
following the granting of liens on collateral, the security documents cease
tocreate a valid and perfected first priority lien on any material portion of
the collateral, (ix) ERISA defaults, and (x) change of control.
The Revolving Credit Facility is guaranteed by each of our existing direct and
indirect wholly-owned material domestic restrictedsubsidiaries, subject to
certain exclusions. The Revolving Credit Facility is, subject to receipt of
gaming approvals, secured by a pledge of the equity in certain of our domestic
operating properties.
The Credit Agreement contains customary representations and warranties, events
of default and positive and negative covenants. We were incompliance with the
applicable covenants at June 30, 2024.
Debt Securities
In addition to our existing senior credit facility, we had outstanding, as of
June 30, 2024, the following notes issued by us:
. $675 million of 5.750% senior notes, due 2025;
. $400 million of 4.625% senior notes, due 2026;
. $675 million of 5.500% senior notes, due 2027;
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. $750 million of 4.750% senior notes, due 2028; and
. $750 million of 6.500% senior notes, due 2032.
In connection with the acquisition of Mandalay Resort Group, all of the
outstanding senior notes and debentures and senior subordinated notesand
debentures issued by Mandalay Resort Group became our obligations. The only
notes issued by Mandalay Resort Group that remain outstanding as of June 30,
2024 are the $0.6 million of 7% debentures due 2036.
As of June 30, 2024, our principal debt arrangements were guaranteed by each
of our material domestic subsidiaries, other than MGMDetroit, MGM National
Harbor, MGM Springfield, MGM CEE Holdco, MGM Sports & Interactive Gaming, and
each of their respective subsidiaries. Our international subsidiaries,
including MGM China, MGM Grand Paradise, and their respectivesubsidiaries, are
not guarantors of such indebtedness. The entities that guarantee our principal
debt arrangements will also be guarantors in connection with the notes issued
hereby.
We intend to use the net proceeds from this offering to repay existing
indebtedness, including our outstanding 5.750% senior notes due 2025.This
prospectus supplement shall not constitute a notice of redemption with respect
to the 5.750% senior notes due 2025. Any such notice of redemption will be
delivered in accordance with the indenture governing the 5.750% senior notes
due 2025. See"Use of Proceeds."
MGM China
While indebtedness of MGM China is consolidated in our financial statements
pursuant to generally accepted accounting principles, suchindebtedness is not
recourse to us or any other subsidiary that is not also a subsidiary of MGM
China.
MGM China Senior Notes
In May 2019, MGM China issued $750 million in aggregate principal amount of
5.375% senior notes due 2024 (the "2024 MGM ChinaNotes") and $750 million in
aggregate principal amount of 5.875% senior notes due 2026 (the "2026 MGM
China Notes"). In May 2024, MGM China repaid the 2024 MGM China Notes.
In June 2020, MGM China issued $500 million in aggregate principal amount of
5.25% senior notes due 2025 (the "2025 MGM ChinaNotes") and used net proceeds
from the offering to repay amounts outstanding under its revolving credit
facility and for general corporate purposes.
In March 2021, MGM China issued $750 million in aggregate principal amount of
4.75% senior notes due 2027 (the "2027 MGM ChinaNotes") and used net proceeds
from the offering to repay amounts outstanding under its revolving credit
facility and for general corporate purposes. In June 2024, MGM China issued
$500 million in aggregate principal amount of 7.125% notesdue 2031 (the "2031
MGM China Notes" and, together with the 2026 MGM China Notes, the 2025 MGM
China Notes, and the 2027 MGM China Notes, the "MGM China Notes") and used net
proceeds from the offering to repay a portion ofamounts outstanding under its
revolving credit facility.
The 2025 MGM China Notes will mature on June 18, 2025, the 2026 MGM ChinaNotes
will mature on May 15, 2026, the 2027 MGM China Notes will mature on February
1, 2027 and the 2031 MGM China Notes will mature on June 26, 2031. MGM China
pays interest on the 2026 MGM China Notes on May 15 andNovember 15 of each
year, pays interest on the 2025 MGM China Notes on June 18 and December 18 of
each year, pays interest on the 2027 MGM China Notes on February 1 and August
1 of each year, and pays interest on the 2031MGM China Notes on June 26 and
December 26 of each year. Interest accrues on the 2025 MGM China Notes at a
rate of 5.25% per annum, on the 2026 MGM China Notes at a rate of 5.875% per
annum, on the 2027 MGM China Notes at a rate of 4.75%per annum, and on the
2031 MGM China Notes at a rate of 7.125% per annum, and in each case is
payable in cash.
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MGM China may redeem the 2025 MGM China Notes, the 2026 MGM China Notes, the
2027 MGM ChinaNotes and the 2031 MGM China Notes, in whole or in part, at a
premium declining ratably to zero, plus accrued and unpaid interest to, but
not including, the redemption date. In the event of a change of control
triggering event or an investor putoption triggering event (which relates to
the status of the gaming operations of the Issuer's subsidiaries in Macau),
MGM China will be required to offer to repurchase the notes at 101% or 100% of
the principal amount, respectively, plusaccrued and unpaid interest to, but
not including, the repurchase date.
The indentures governing the MGM China Notes contain covenantsthat limit MGM
China's ability to merge with other companies and require it to comply with
certain reporting requirements. These covenants are subject to exceptions and
qualifications set forth in each indenture.
Events of default under the indentures governing the MGM China Notes include,
among others, the following with respect to each series ofnotes: default for
30 days in the payment when due of interest on the notes; default in payment
when due of the principal of, or premium, if any, on the notes; failure to
comply with certain covenants in each indenture for 60 days upon the receiptof
notice from the trustee or holders of 25% in aggregate principal amount of the
notes; acceleration of debt of MGM China or a subsidiary thereof in excess of
a specified amount, which acceleration is not annulled within 30 days; and
certain eventsof bankruptcy or insolvency. In the case of an event of default
arising from certain events of bankruptcy or insolvency with respect to MGM
China, all notes then outstanding will become due and payable immediately
without further action or notice.If any other event of default occurs with
respect to the MGM China Notes, the trustee or holders of 25% in aggregate
principal amount of the applicable series of notes may declare all of the
notes of the applicable series to be due and payableimmediately.
MGM China First Revolving Credit Facility
At June 30, 2024, the MGM China first revolving credit facility consisted of a
HK$9.75 billion (approximately $1.2 billion) unsecuredrevolving credit
facility, which matures in May 2026, and had a weighted average interest rate
of 7.18%. At June 30, 2024, $578.8 million was drawn on the MGM China first
revolving credit facility.
The MGM China first revolving credit facility contains customary representations
and warranties, events of default, and positive, negative andfinancial
covenants, including that MGM China maintains compliance with a maximum
leverage ratio and a minimum interest coverage ratio. The financial covenants
under the MGM China first revolving credit facility are waived through
December 31,2024 and become effective beginning on March 31, 2025.
MGM China was in compliance with its applicable MGM China first revolvingcredit
facility covenants at June 30, 2024.
MGM China Second Revolving Credit Facility
At June 30, 2024, the MGM China second revolving credit facility consisted of
a HK$5.85 billion (approximately $749 million)unsecured revolving credit
facility. An option to increase the amount of the facility was further
exercised in May 2024, increasing the facility by HK$1.26 billion
(approximately $161 million) to its full capacity of HK$5.85 billion.At June
30, 2024, no amounts were drawn on the MGM China second revolving credit
facility.
The MGM China second revolving creditfacility contains customary representations
and warranties, events of default, and positive, negative and financial
covenants, including that MGM China maintains compliance with a maximum
leverage ratio and a minimum interest coverage ratio. Thefinancial covenants
under the MGM China second revolving credit facility are waived through
December 31, 2024 and become effective beginning on March 31, 2025.
MGM China was in compliance with its applicable MGM China second credit
facility covenants at June 30, 2024.
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DESCRIPTION OF NOTES
You can find the definitions of certain terms used in this description under
the heading "Certain Definitions." In this description,the words "MGM Resorts
International," "we," "us" and "our" refer only to the single corporation MGM
Resorts International, a Delaware corporation, and not to any of its
Subsidiaries.
MGM Resorts International will issue the % senior notes due 2029, which we
refer to as the "Notes," pursuant to thisprospectus supplement. The Notes will
be issued under the Indenture dated as of April 9, 2024 (the "Base
Indenture"), as supplemented by a second supplemental indenture to be dated as
of , 2024 among MGMResorts International, the Subsidiary Guarantors (as
defined below) and U.S. Bank, Trust Company, National Association, as trustee
(the "Trustee"); the Base Indenture as so supplemented, the "Indenture." The
terms of the Notesinclude those provisions contained in the Indenture and
certain provisions of the Trust Indenture Act of 1939, as amended (the "TIA"),
incorporated by the terms of the Indenture.
The following description is a summary of the material provisions of the
Indenture. This summary does not restate the Indenture in itsentirety. We urge
you to read the Indenture because the Indenture, and not this description,
defines your rights as a holder of the Notes. Copies of the Indenture may be
obtained from MGM Resorts International.
Ranking
The Notes will be:
. general senior unsecured obligations of MGM Resorts International, pari passu or senior
in right of payment toall existing and future Indebtedness of MGM Resorts International;
. guaranteed on a senior basis by each of the Subsidiary Guarantors
(as defined below) (other than MDDC and MGMYonkers and any other
future Subsidiaries that require approval from a Gaming Authority
in order to execute and deliver a Subsidiary Guarantee), unless
and until regulatory approval for their Subsidiary Guarantees (as
defined below) is obtained,and, with respect to MDDHC, unless and
until regulatory approval for the Subsidiary Guarantee of MDDC is
approved, with each such Subsidiary Guarantee being unsecured;
. senior in right of payment to future Indebtedness that may be subordinated to the Notes and the SubsidiaryGuarantees;
. effectively junior to our secured Indebtedness, including (a) Indebtedness under the Credit Facility
andrelated guarantees (which are secured by the Operating Partnership units held by loan parties under the
Credit Facility) and (b) any future secured Indebtedness permitted to be incurred in accordance with the
terms of the Notes, in each case,to the extent of the value of the assets securing such Indebtedness; and
. effectively subordinated to all
Indebtedness and other
obligations of the
non-guarantor
Subsidiaries, including (a) until regulatory approval for its Subsidiary Guarantee
is obtained, all Indebtedness of MDDC and MGM Yonkers (and any other future
Subsidiaries that requireapproval from a Gaming Authority in order to execute
and deliver a Subsidiary Guarantee), (b) until regulatory approval for the
Subsidiary Guarantee of MDDC is obtained, MDDHC, (c) all Indebtedness of MGM China,
MGM Grand Paradise and theirrespective Subsidiaries and (d) any indebtedness
incurred by MGM National Harbor, MGM Springfield, MGM Detroit, MGM CEE Holdco,
MGM Sports & Interactive Gaming, and any of their respective Subsidiaries.
As of June 30, 2024,
non-guarantor
Subsidiaries had approximately $3.1 billion aggregateprincipal amount of
indebtedness (excluding intercompany indebtedness). As of June 30, 2024,
neither MDDC nor MDDHC had any indebtedness, other than intercompany
indebtedness and their guarantees of the senior credit facility, the
ExistingSenior Notes and, in the case of MDDC, indebtedness incurred in the
ordinary course of business. As of the date hereof, MGM Yonkers had no
Indebtedness other than intercompany indebtedness and their guarantees of the
senior credit facility and theExisting Senior Notes.
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The Indenture does not contain any limitation on the amount of Indebtedness
MGM ResortsInternational or its Subsidiaries may Incur, but limits liens
securing Indebtedness of MGM Resorts International and the Subsidiary
Guarantors as set forth below under "Additional Covenants of MGM Resorts
International-- Limitation onLiens" and "Exempted Liens and Sale and
Lease-Back Transactions."
Except as described under "--Merger,Consolidation or Sale of Assets" or
"--Additional Covenants of MGM Resorts International" below, the Indenture
does not contain any provisions that would afford holders of the Notes
protection in the event of (i) a highlyleveraged or similar transaction
involving MGM Resorts International or any of its Subsidiaries, or (ii) a
reorganization, restructuring, merger or similar transaction involving MGM
Resorts International or any of its Subsidiaries that mayadversely affect the
holders of the Notes. In addition, subject to the limitations set forth under
"-- Merger, Consolidation or Sale of Assets" and "--Additional Covenants of
MGM Resorts International" below and certainrestrictions under instruments
governing our Credit Facility, MGM Resorts International or any of its
Subsidiaries may, in the future, enter into certain transactions that would
increase the amount of Indebtedness of MGM Resorts International or
itsSubsidiaries or substantially reduce or eliminate the assets of MGM Resorts
International or its Subsidiaries, which may have an adverse effect on MGM
Resorts International's ability to service its Indebtedness, including the
Notes. Foradditional information regarding subsidiary guarantors, see the
guarantor financial information included in our Quarterly Report on Form
10-Q
for the quarterly period ended June 30, 2024 incorporated byreference herein.
Principal, Maturity and Interest
The Notes will be issued in an initial aggregate principal amount of
$675,000,000 and will mature on , 2029. Inaddition, we may issue an unlimited
amount of additional notes under the indenture from time to time after this
offering. We may create and issue additional notes with the same terms as the
Notes offered hereby so that the additional notes will forma single class with
the Notes offered hereby. We will issue the Notes in minimum denominations of
$2,000 and integral multiples of $1,000.
Interest on the Notes will accrue at the rate of % per annum. Interest on the
Notes will be payable semiannually in arrears on and of each year until
maturity, beginning on , 2025. MGM Resorts International will make each
interest payment to the holders of record of the Notes on theimmediately
preceding and . Interest will be computed on the basis of a
360-day
year comprised of twelve
30-
daymonths.
Principal of, premium, if any, and interest on the Notes will be payable at
the office or agency of MGM Resorts Internationalmaintained for such purpose
within the City and State of New York or, at the option of MGM Resorts
International, payment of interest may be made by check mailed to the holders
of the Notes at their respective addresses set forth in the register ofholders;
provided
that all payments of principal, premium, if any, and interest with respect to
the Notes represented by one or more global notes registered in the name of or
held by DTC (as defined below) or its nominee will be made by wiretransfer of
immediately available funds to the accounts specified by the holder or holders
thereof. Until otherwise designated by MGM Resorts International, MGM Resorts
International's office or agency in New York will be the office of theTrustee
maintained for such purpose.
Subsidiary Guarantees
MGM Resorts International's payment Obligations under the Notes will be
jointly and severally guaranteed (the "SubsidiaryGuarantees") by each of the
Subsidiaries that is a guarantor under any series of our Existing Senior Notes
and the Credit Facility (the "Subsidiary Guarantors"). In the event that any
Subsidiary Guarantor is no longer designated as aguarantor under any series of
the Existing Notes, the Credit Facility or any of our future capital markets
Indebtedness ("Reference Indebtedness"), that Subsidiary Guarantor will be
released and relieved of its obligations under itsSubsidiary Guarantee of the
Notes;
provided
that any transaction related to such release is carried out pursuant to and in
accordance with all other applicable provisions of the Indenture.
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Our Subsidiaries that are not guarantors under our Existing Senior Notes or
Credit Facilitywill not guarantee the Notes. The
non-guarantor
Subsidiaries include all of our
non-U.S.
Subsidiaries (including MGM China, MGM Grand Paradise, and any of
theirrespective Subsidiaries) and their U.S. holding companies. The
non-guarantor
Subsidiaries will also include: (a) certain domestic Subsidiaries that do not
guarantee the Reference Indebtedness (such as MGMNational Harbor, MGM
Springfield, MGM Detroit, MGM CEE Holdco, MGM Sports & Interactive Gaming, and
any of their respective Subsidiaries); (b) the Insurance Subsidiaries; (c)
until such time when we have received approval from the NewJersey Division of
Gaming Enforcement, MDDC (and any other Subsidiary Guarantors subject to the
oversight of the New Jersey Division of Gaming Enforcement); (d) until such
time when we have received approval from the New Jersey Division of
GamingEnforcement in respect of MDDC, MDDHC; (e) until such time when we have
received approval from the New York State Gaming Commission, MGM Yonkers (and
any other Subsidiary Guarantor subject to the oversight of the New York State
GamingCommission); and (f) until such time when we have received approval from
the relevant Gaming Authority, such other Subsidiaries that may be formed or
acquired after the date of the Indenture that are subject to the jurisdiction
of a GamingAuthority that requires approval prior to the execution and
delivery of a guarantee.
The Subsidiary Guarantee of each SubsidiaryGuarantor will be:
. senior in right of payment to the guarantees of, or obligations under future Indebtedness of
the SubsidiaryGuarantor that may be subordinated to its Subsidiary Guarantee of the Notes;
. effectively junior to our secured Indebtedness, including (a) Indebtedness under the Credit Facility and
therelated guarantees (which are secured by the Operating Partnership units held by loan parties under the
Credit Agreement) and (b) any future secured Indebtedness permitted to be incurred in accordance with the
terms of the Notes, in each case,to the extent of the value of the assets securing such Indebtedness; and
. effectively subordinated to all
Indebtedness and other
obligations of the
non-guarantor
Subsidiaries, including (a) until regulatory approval for their respective Subsidiary Guarantees is obtained,
MDDC and MGM Yonkers (and any other future Subsidiaries that require approvalfrom a Gaming Authority in order to
execute and deliver a Subsidiary Guarantee), (b) until regulatory approval for the Subsidiary Guarantee of MDDC is
obtained, MDDHC, (c) all indebtedness of MGM China, MGM Grand Paradise, and their respectiveSubsidiaries, (d) any
indebtedness incurred by MGM National Harbor, MGM Springfield, MGM Detroit, MGM CEE Holdco, MGM Sports & Interactive
Gaming, and any of their respective Subsidiaries and (e) until regulatory approval from therelevant Gaming
Authority, such other Subsidiaries that may be formed or acquired after the date of the Indenture that are subject
to the jurisdiction of a Gaming Authority that requires approval prior to the execution and delivery of a guarantee.
Until such time as we have obtained such approval from the New Jersey Division
of Gaming Enforcement, the New YorkState Gaming Commission or any other Gaming
Authority under whose jurisdiction approval is required in order to execute
and deliver a Subsidiary Guarantee, which approvals may not be obtained at
all, MDDC, MGM Yonkers and any other SubsidiaryGuarantors formed or acquired
after the date of the Indenture that are subject to the oversight of the New
Jersey Division of Gaming Enforcement, the New York State Gaming Commission or
such other Gaming Authority are prohibited from issuing aguarantee of the
Notes. In addition, MDDHC, the parent holding company of MDDC, will not issue
a guarantee of the Notes until the New Jersey Division of Gaming Enforcement
approves the issuance of a Subsidiary Guarantee by MDDC. See "RiskFactors--Risks
Relating to the Notes-- Until we receive the necessary approvals from the New
Jersey Division of Gaming Enforcement and the New York State Gaming
Commission, as applicable, MDDC, MGM Yonkers, and any other subsidiaryguarantors
subject to the oversight of the New Jersey Division of Gaming Enforcement or
the New York State Gaming Commission, or for whom the issuance of a subsidiary
guarantee is conditioned on approvals to be issued by such authorities, will
notbe able to guarantee the notes." The Indenture will provide that we will
use commercially reasonable efforts to obtain such approval. See "Regulation
and Licensing."
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The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee
will be limitedso as not to constitute a fraudulent conveyance under
applicable law. This may not be effective to protect the Subsidiary Guarantee
from being voided under fraudulent transfer law, or may eliminate the
Subsidiary Guarantors' obligations orreduce such obligations to an amount that
effectively makes the Subsidiary Guarantee worthless.
No Subsidiary Guarantor will be permittedto consolidate with or merge with or
into (whether or not such Subsidiary Guarantor is the surviving Person)
another corporation or other Person, whether or not affiliated with such
Subsidiary Guarantor unless:
. subject to the provisions of the following paragraph, the Person formed by or surviving any such
consolidation ormerger (if other than such Subsidiary Guarantor) assumes all the obligations
of such Subsidiary Guarantor under the Subsidiary Guarantee and the Indenture pursuant to
a supplemental indenture in form and substance reasonably satisfactory to thetrustee; and
. immediately after giving effect to such transaction, no Default or Event of Default exists.
The Indenture will provide that in the event of (a) a sale or other
disposition of all or substantially all of theassets of any Subsidiary
Guarantor, by way of merger, consolidation or otherwise or (b) a sale or other
disposition of all or substantially all of the capital stock of any Subsidiary
Guarantor, then the Subsidiary Guarantor (in the event of asale or other
disposition, by way of such a merger, consolidation or otherwise, of all or
substantially all of the capital stock of such Subsidiary Guarantor) or the
corporation acquiring the property (in the event of a sale or other
disposition ofall or substantially all of the assets of the Subsidiary
Guarantor) will be released and relieved of any obligations under its
Subsidiary Guarantee, except in the event of a sale or other disposition to
MGM Resorts International or any otherSubsidiary Guarantor. Notwithstanding
the foregoing, any Subsidiary Guarantor will automatically be released from
all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee
shall thereupon terminate and be discharged and of nofurther force and effect,
upon the merger or consolidation of any Subsidiary Guarantor with and into MGM
Resorts International or another Subsidiary Guarantor that is the surviving
Person in such merger or consolidation, or upon the liquidation ordissolution
of such Subsidiary Guarantor following the transfer of all of its assets to
MGM Resorts International or another Subsidiary Guarantor.
Optional Redemption
On and after, 2026, we may on any one or more occasions redeem the Notes, in
whole or in part, upon not less than 10 nor more than 60 days' notice mailed
or otherwise delivered to each holder of Notes in accordance with
theapplicable procedures of DTC, at the redemption prices (expressed as a
percentage of principal amount of the Notes to be redeemed) set forth below,
plus accrued and unpaid interest on the Notes, if any, to the applicable date
of redemption, ifredeemed during the twelve-month period beginning on of each
of the years indicated below:
Year Percentage
2026 %
2027 %
2028 and thereafter 100.000 %
In addition, the Notes are redeemable at our election, in whole or in part, at
any time or from time to timeprior to , 2026, at a redemption price equal to
the greater of:
. 100% of the principal amount of the Notes to be redeemed; or
. (a) the sum of the present values of the remaining scheduled payments of principal and interest thereondiscounted
to the redemption date (assuming the notes matured on , 2026) on a semi-annual basis (assuming a
360-day
year consisting of twelve
30-day
months) at the Treasury Rate plus 50 basis points
less (b) interest accrued to the date of redemption,
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plus
, in either of the above cases, accrued and unpaid interest to the date
ofredemption on the Notes to be redeemed.
Prior , 2026, we may also on any one or more occasions redeem in theaggregate
up to 40% of the aggregate principal amount of the Notes (calculated after
giving effect to any issuance of additional notes under the Indenture) with
the net cash proceeds of one or more Equity Offerings, upon not less than 10
nor morethan 60 days' notice mailed or otherwise delivered to each Holder in
accordance with the applicable procedures of DTC, at a redemption price equal
to % of the principal amount of the Notes to be redeemed, plus accrued and
unpaidinterest, if any, to the applicable date of redemption; provided that:
(1) at least 50% of the original aggregate principal amount of the Notes remains outstanding after each suchredemption; and
(2) such redemption occurs within 120 days after the closing of such Equity Offering.
Except as described in this "--Optional Redemption" and as set forth under
"--Mandatory Disposition Pursuant to GamingLaws," the Notes will not be
redeemable at our option prior to , 2026.
We will mail or otherwise deliverany notices of redemption at least 10 days
but not more than 60 days before the redemption date to each holder of Notes
to be redeemed. Any notice to holders of a redemption will state, among other
things, the redemption price (or how the redemptionprice will be calculated if
not a fixed amount or subject to change) and date. In connection with any
redemption of the Notes, a notice of redemption may provide that the optional
redemption described in such notice is conditioned upon theoccurrence of
certain events before the redemption date. Such notice of conditional
redemption will be of no effect unless all such conditions to the redemption
have occurred before the redemption date or have been waived by us. If any of
theseevents fail to occur and are not waived by us, we will be under no
obligation to redeem the notes or pay the holders any redemption proceeds and
our failure to so redeem the notes will not be considered a default or event
of default. In the eventthat any of these conditions fail to occur or are not
waived by us, we will promptly notify the trustee in writing that the
conditions precedent to such redemption have failed to occur and the notes
will not be redeemed.
In connection with any tender offer or other offer to purchase for all of the
Notes, if holders of not less than 90% of the aggregateprincipal amount of the
then outstanding Notes validly tender and do not validly withdraw such Notes
in such tender offer and we, or any third party making such tender offer in
lieu of us, purchases all of the Notes validly tendered and not validlywithdrawn
by such holders, we or such third party will have the right, upon not less
than 10 nor more than 60 days' notice following such purchase date, to redeem
all Notes that remain outstanding following such purchase at a price equal to
theprice paid to each other holder in such tender offer, plus, to the extent
not included in the tender offer payment, accrued and unpaid interest, if any,
thereon, to, but excluding, the date of such redemption.
If we elect to partially redeem the Notes, the trustee will select the Notes
to be redeemed consistent with the procedures of DTC (as definedbelow).
Unless we default in payment of the redemption price (or, in the case of a
conditional redemption, all of the conditions have notbeen met or waived by
us), on and after the redemption date, interest will cease to accrue on the
Notes or portion thereof called for redemption.
Mandatory Redemption
MGM ResortsInternational will not be required to make any mandatory redemption
or sinking fund payments in respect of the Notes.
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Mandatory Disposition Pursuant to Gaming Laws
Each holder, by accepting a Note, shall be deemed to have agreed that if the
gaming authority of any jurisdiction in which MGM ResortsInternational or any
of its Subsidiaries conducts or proposes to conduct gaming requires that a
person who is a holder or the beneficial owner of Notes be licensed, qualified
or found suitable under applicable gaming laws, such holder or beneficialowner,
as the case may be, shall apply for a license, qualification or a finding of
suitability within the required time period. If such Person fails to apply or
become licensed or qualified or is found unsuitable, MGM Resorts International
shallhave the right, at its option:
. to require such Person to dispose of its Notes or beneficial interest therein within 30 days of receipt of noticeof MGM
Resorts International's election or such earlier date as may be requested or prescribed by such gaming authority; or
. to redeem such Notes, which redemption may be less than 30 days following the notice of redemption
if sorequested or prescribed by the applicable gaming authority, at a redemption price equal to:
(1) the lesser of:
(a) the Person's cost, plus accrued and unpaid interest, if any, to the earlier of the
redemption date or thedate of the finding of unsuitability or failure to comply; and
(b) 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the earlier
of theredemption date or the date of the finding of unsuitability or failure to comply; or
(2) such other amount as may be required by applicable law or order of the applicable gaming authority.
MGM Resorts International shall notify the trustee in writing of any such
redemption as soon as practicable. MGMResorts International shall not be
responsible for any costs or expenses any holder of Notes may incur in
connection with its application for a license, qualification or a finding of
suitability.
Additional Covenants of MGM Resorts International
Limitation on Liens
Other than asprovided below under "--Exempted Liens and Sale and Lease-Back
Transactions," neither MGM Resorts International nor any of the Subsidiary
Guarantors may issue, assume or guarantee any Indebtedness secured by a Lien
upon any PrincipalProperty or on any evidences of Indebtedness or shares of
capital stock of, or other ownership interests in, any Subsidiaries that own
any Principal Property (regardless of whether the Principal Property,
Indebtedness, capital stock or ownershipinterests were acquired before or
after the date of the Indenture) without effectively providing that the Notes
shall be secured equally and ratably with (or prior to) such Indebtedness so
long as such Indebtedness shall be so secured, except thatthis restriction
will not apply to:
(a) Liens existing on the Issue Date;
(b) Liens affecting property of a corporation or other entity existing at the time it becomes a SubsidiaryGuarantor
or at the time it is merged into or consolidated with MGM Resorts International or a Subsidiary
Guarantor (provided that such Liens do not extend to or cover property of MGM Resorts International or any
Subsidiary Guarantor other thanproperty of the entity so acquired or which becomes a Subsidiary Guarantor);
(c) Liens (including purchase money Liens) existing at the time of acquisition thereof on property acquired afterthe date hereof
or to secure Indebtedness Incurred prior to, at the time of, or within 24 months after the acquisition for the purpose of
financing all or part of the purchase price of property acquired after the date hereof (provided that suchLiens do not extend
to or cover any property of MGM Resorts International or any Subsidiary Guarantor other than the property so acquired);
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(d) Liens on any property to secure all or part of the cost of improvements or construction thereon or IndebtednessIncurred
to provide funds for such purpose in a principal amount not exceeding the cost of such improvements or construction;
(e) Liens which secure Indebtedness of a Subsidiary of MGM Resorts International to MGM Resorts International or
toa Subsidiary Guarantor or which secure Indebtedness of MGM Resorts International to a Subsidiary Guarantor;
(f) Liens on the stock, partnership or other equity interest of MGM Resorts International
or a Subsidiary Guarantorin any Joint Venture or any Subsidiary that owns an
equity interest in such Joint Venture to secure Indebtedness, provided the amount
of such Indebtedness is contributed and/or advanced solely to such Joint Venture;
(g) Liens to government entities, including pollution control or industrial revenue bond financing;
(h) Liens required by any contract or statute in order to permit MGM Resorts International or a Subsidiary of MGMResorts
International to perform any contract or subcontract made by it with or at the request of a governmental entity;
(i) mechanic's, materialman's, carrier's or other like Liens, arising in the ordinary course ofbusiness;
(j) Liens for taxes or assessments and similar charges;
(k) zoning restrictions, easements, licenses, covenants, reservations, restrictions
on the use of real property andcertain other minor irregularities of title; and
(l) any extension, renewal, replacement or refinancing of any Indebtedness
secured by a Lien permitted by any ofthe foregoing clauses (a) through (k).
Notwithstanding the foregoing,
(a) if any of the Existing Senior Notes are hereafter secured by any Liens on any of the assets of
MGM ResortsInternational or any Subsidiary Guarantor (the "Initial Liens"), then MGM Resorts
International and each Subsidiary Guarantor shall, substantially concurrently with the granting
of any such Liens, subject to all necessary gaming regulatoryapprovals, grant perfected Liens
in the same collateral to secure the Notes, equally, ratably and on a pari passu basis (the
"Pari Passu Liens"). The Pari Passu Liens granted pursuant to this provision shall be (i)
grantedconcurrently with the granting of any such Initial Liens, and (ii) granted pursuant to
instruments, documents and agreements which are no less favorable to the trustee and the holders of the
Notes than those granted to secure the ExistingSenior Notes. In connection with the granting of
any such Pari Passu Liens, MGM Resorts International and each Subsidiary Guarantor shall provide
to the trustee (y) policies of title insurance on customary terms and conditions, to the
extentthat policies of title insurance on the corresponding property are provided to the holders
of the Existing Senior Notes or their trustee (and in an insured amount that bears the same
proportion to the principal amount of the outstanding Notes as theinsured amount in the policies
provided to the holders of the Existing Senior Notes bears to the aggregate outstanding amount
thereof), and (z) legal opinions and other assurances as the trustee may reasonably request; and
(b) if MGM Resorts International and the Subsidiary Guarantors become entitled
to the release of all of suchInitial Liens securing the Existing Senior
Notes and Subsidiary guarantees related thereto, and provided that no
default or event of default has then occurred and remains continuing,
MGM Resorts International and the Subsidiary Guarantors may intheir sole
discretion request that the collateral agent release any such Initial
Liens securing the Notes and the Existing Senior Notes, and in such
circumstances the collateral agent shall so release such Initial Liens.
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Limitation on Sale and Lease-Back Transactions
Other than as provided below under "--Exempted Liens and Sale and Lease-Back
Transactions," neither MGM Resorts International norany Subsidiary Guarantor
will enter into any Sale and Lease-Back Transaction unless either:
(i) MGM Resorts International or such Subsidiary Guarantor would be entitled,
pursuant to the provisions describedin clauses (a) through (m) under
"--Limitation on Liens" above, to create, assume or suffer to exist a Lien
on the property to be leased without equally and ratably securing the Notes;
(ii) such Sale and Lease-Back Transaction is executed at the time of, or within 12 months after the latest of, theacquisition, the
completion of construction or improvement, or the commencement of commercial operation of the applicable Principal Property;
(iii) an amount equal to the net cash proceeds of such sale is applied within 180 days to
the retirement, discharge,repurchase, repayment or prepayment of its Funded Debt; or
(iv) an amount equal to the net cash proceeds of such sale is applied within 180 days to
the purchase, construction,development, expansion or improvement of other property.
Exempted Liens and Sale and Lease-Back Transactions
Notwithstanding the restrictions set forth in "--Limitation on Liens" and
"--Limitation on Sale and Lease-BackTransactions" above, MGM Resorts
International or any Subsidiary Guarantor may create, assume or suffer to
exist Liens or enter into Sale and Lease-Back Transactions not otherwise
permitted as described above, provided that at the time of suchevent, and
after giving effect thereto, the sum of outstanding Indebtedness secured by
such Liens (not including Liens permitted under "--Limitation on Liens" above)
plus all Attributable Debt in respect of such Sale and Lease- BackTransactions
entered into (not including Sale and Lease-Back Transactions permitted under
"--Limitation on Sale and Lease-Back Transactions" above), measured, in each
case, at the time any such Lien is incurred or any such Sale andLease-Back
Transaction is entered into, by MGM Resorts International and the Subsidiary
Guarantors does not exceed 15% of Consolidated Net Tangible Assets and Liens
securing Indebtedness in excess of such amount to the extent such Lien is
incurredin connection with an extension, renewal, replacement or refinancing
of Indebtedness (not to exceed the principal amount of such extended, renewed,
replaced or refinanced Indebtedness plus fees, expenses and premium payable
thereon) secured by aLien incurred pursuant to the provisions of this
"Exempted Liens and Sale Lease-Back Transactions" paragraph or any previous
extension, renewal, replacement or refinancing of any such Indebtedness (which
extended, renewed, replaced orrefinanced Indebtedness shall, for the avoidance
of doubt, thereafter be included in the calculation of such amount), provided
that the foregoing shall not apply to any Liens that may at any time secure
any of the Existing Senior Notes.
Merger, Consolidation or Sale of Assets
The Indenture does not allow us to consolidate or merge with or into, or sell,
assign, convey, transfer or lease our properties and assets,substantially in
their entirety, as computed on a consolidated basis, to another corporation,
person or entity unless:
. either we are the surviving person, in the case of a merger or consolidation, or the successor or
transferee is acorporation organized under the laws of the United States, or any state thereof
or the District of Columbia and the successor or transferee corporation expressly assumes, by
supplemental indenture, all of our obligations under the Indenture,including under the Notes; and
. no default or event of default exists immediately after such transaction.
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Subsidiary Guarantees
The Indenture will provide that any of our existing and future domestic
Subsidiaries that are wholly owned, directly or indirectly, by us willbe
required to become a Subsidiary Guarantor if such Subsidiary grants a
guarantee in respect of any Reference Indebtedness as described under "--
Subsidiary Guarantees" above.
Events of Default
Events of default means any of thefollowing:
1) default in the payment of any interest upon any Notes when it becomes due
and payable, and continuance of suchdefault for a period of 30 days;
2) default in the payment of principal of or premium, if any, on any Notes when due;
3) the acceleration of the maturity of any Indebtedness of MGM
Resorts International or any Subsidiary Guarantor(other than
Non-recourse
Indebtedness), at any one time, in an amount in excess of the greater of (a) $250 million and (b) 5% of Consolidated Net
Tangible Assets, if such acceleration is not annulledwithin 30 days after written notice as provided in the Indenture;
4) entry of final judgments against MGM Resorts International or any Subsidiary Guarantor
which remainundischarged for a period of 60 days, provided that the aggregate
of all such judgments exceeds $250 million and judgments exceeding $250 million
remain undischarged for 60 days after notice as provided in the Indenture;
5) default in the performance, or breach, of any covenants or warranties in the
Indenture if the default continuesuncured for a period of 60 days after written
notice to us by the trustee or to us and the trustee by the holders of at least 25%
in principal amount of the outstanding Notes as provided in the Indenture; and
6) certain events of bankruptcy, insolvency or reorganization.
The failure to redeem any Notes subject to a conditional redemption is not an
event of default if any event on which such redemption is soconditioned does
not occur before the redemption date.
If an event of default occurs and continues, then the trustee or the holders
ofnot less than 25% in principal amount of the outstanding Notes may, by a
notice in writing to us, and to the trustee if given by the holders, declare
to be due and payable immediately the principal of the outstanding Notes.
At any time after a declaration of acceleration with respect to Notes has been
made, but before a judgment or decree for payment of the moneydue has been
obtained by the trustee, the holders of a majority in principal amount of the
outstanding Notes may, subject to our having paid or deposited with the
trustee a sum sufficient to pay overdue interest and principal which has
become dueother than by acceleration and certain other conditions, rescind and
annul such acceleration if all events of default, other than the nonpayment of
accelerated principal and premium, if any, with respect to the Notes have been
cured or waived asprovided in the Indenture. For information as to waiver of
defaults see the discussion set forth below under "Modification and Waiver."
The Indenture provides that the trustee is not obligated to exercise any of
its rights or powers under the Indenture at the request of anyholder of Notes,
unless the trustee receives indemnity satisfactory to it against any loss,
liability or expense. Subject to certain rights of the trustee and applicable
law, the holders of a majority in principal amount of the outstanding
Notesshall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the trustee or exercising any trust
or power conferred on the trustee with respect to such Notes.
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No holder of any Notes will have any right to institute any proceeding,
judicial orotherwise with respect to the Indenture or for the appointment of a
receiver or trustee, or for any remedy under the Indenture, unless such holder
shall have previously given to the trustee written notice of a continuing
event of default withrespect to the Notes and the holders of at least 25% in
principal amount of the outstanding Notes shall have made written request and
offered reasonable indemnity to the trustee to institute such proceeding as
trustee, and the trustee shall not havereceived from the holders of a majority
in principal amount of the outstanding Notes direction inconsistent with such
request and shall have failed to institute such proceeding within 60 days.
However, the holder of any Notes will have an absoluteand unconditional right
to receive payment of the principal of, premium, if any, and any interest on
such Notes on or after the due dates expressed in such Notes and to institute
suit for the enforcement of any such payment.
We are required by the Indenture, within 120 days after the end of each fiscal
year, to furnish to the trustee an officer's certificateas to compliance with
the Indenture. The Indenture provides that the trustee may withhold notice to
the holders of Notes of any default or event of default (except a default in
payment on Notes) with respect to Notes if and so long as the trustee,in good
faith, determines that withholding such notice is in the interest of the
holders of Notes.
Notwithstanding clause (5) of thefirst paragraph above or any other provision
of the Indenture, except as provided in the final sentence of this paragraph,
the sole remedy for any failure to comply by MGM Resorts International with
the requirements described under the caption"--Reports" below shall be the
payment of liquidated damages as described in the following sentence, such
failure to comply shall not constitute an Event of Default, and holders of the
Notes shall not have any right under the Indentureor the Notes to accelerate
the maturity of the Notes as a result of any such failure to comply. If a
failure to comply by MGM Resorts International with the covenant described
under the caption "--Reports" below continues for 60 daysafter MGM Resorts
International receives notice of such failure to comply in accordance with
clause (5) of the first paragraph above (such notice, the "Reports Default
Notice"), and is continuing on the 60th day following MGM ResortsInternational's
receipt of the Reports Default Notice, MGM Resorts International will pay
liquidated damages to all holders of Notes at a rate per annum equal to 0.25%
of the principal amount of the Notes from the 60th day following MGM
ResortsInternational's receipt of the Reports Default Notice to but not
including the earlier of (x) the 121st day following MGM Resorts International's
receipt of the Reports Default Notice and (y) the date on which the failure
tocomply by MGM Resorts International with the requirements described under
the caption "--Reports" below shall have been cured or waived. On the earlier
of the date specified in the immediately preceding clauses (x) and (y),
suchliquidated damages will cease to accrue. If the failure to comply by MGM
Resorts International with the requirements described under the caption
"--Reports" below shall not have been cured or waived on or before the 121st
day followingMGM Resorts International's receipt of the Reports Default
Notice, then the failure to comply by MGM Resorts International with the
requirements described under the caption "--Reports" shall on such 121st day
constitute an Eventof Default. A failure to comply with the requirements
described under the caption "--Reports" below automatically shall cease to be
continuing and shall be deemed cured at such time as MGM Resorts International
furnishes to the trusteethe applicable information or report (it being
understood that the availability of such information or report on the
Commission's EDGAR service (or any successor thereto) shall be deemed to
satisfy MGM Resorts International's obligation tofurnish such information or
report to the trustee).
Modification and Waiver
We and the trustee, at any time and from time to time, may modify the
Indenture without prior notice to or consent of any holder of the Notesfor any
of the following purposes:
. to permit a successor corporation to assume our covenants and obligations under
the Indenture and in the Notes inaccordance with the terms of the Indenture;
. to add to our covenants for the benefit of the holders of the Notes;
. to surrender any of our rights or powers conferred in the Indenture;
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. to add any additional events of default;
. to supplement any of the provisions of the Indenture to the extent needed to permit or facilitate the defeasanceand discharge
of the Notes in a manner that will not adversely affect the interests of the holders of the Notes in any material respect;
. to provide for the acceptance of appointment by a successor trustee and to add to or change any of the provisionsof
the Indenture as is necessary to provide for the administration of the trust by more than one trustee;
. to comply with the requirements of the Commission in connection with qualification of the Indenture under theTIA;
. to cure any ambiguity;
. to correct or supplement any provision in the Indenture which may be
defective or inconsistent with any otherprovision in the Indenture;
. to conform the text of the Indenture or the Notes to the "Description of Notes"
set forth in thisprospectus supplement to the extent that such provision
in the Description of Notes was intended to be a verbatim, or substantially
verbatim, recitation of a provision of the Indenture or the Notes;
. to eliminate any conflict between the terms of the Indenture and the Notes and the TIA; or
. to make any other provisions with respect to matters or questions arising
under the Indenture which will not beinconsistent with any provision
of the Indenture as long as the new provisions do not adversely affect
in any material respect the interests of the holders of the Notes.
We may also modify the Indenture for any other purpose if we receive the
written consent of the holders of not less than a majority inprincipal amount
of the outstanding Notes. We may not, however, without the consent of the
holder of each Note effected thereby:
. change the stated maturity or reduce the principal amount or the rate of interest, or extend the time
for paymentof interest of the Notes or any premium payable upon the redemption of the Notes, or impair
. the right to institute suit for the enforcement of any payment on or
after the due date thereof (including, inthe case of redemption, on or
after the redemption date), or alter any redemption provisions in a
manner adverse to the holders of the Notes or release any Subsidiary
Guarantor under any Subsidiary Guarantee (except in accordance with
the terms ofthe Indenture or the Subsidiary Guarantee) or collateral,
if any, securing the Notes (except in accordance with the terms of
the Indenture or the documents governing such collateral, if any);
. reduce the percentage in principal amount of the Notes where the consent of the holder is required
for any suchamendment, supplemental indenture or waiver which is provided for in the Indenture; or
. modify any of the waiver provisions, except to increase any required percentage or to provide that certain otherprovisions of
the Indenture cannot be modified or waived without the consent of the holder of each outstanding Note which would be affected.
The Indenture provides that the holders of not less than a majority in
aggregate principal amount of the Notes, by notice to the trustee, mayon
behalf of the holders of the Notes waive any default and its consequences
under the Indenture, except (1) a continuing default in the payment of
interest on, premium, if any, or the principal of, any Note held by a
nonconsenting holder or(2) a default in respect of a covenant or provision
hereof which cannot be modified or amended without the consent of the holder
of each Note.
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Defeasance of Notes or Certain Covenants in Certain Circumstances
Legal Defeasance and Discharge
TheIndenture provides that we may be discharged from any and all obligations
under the Notes other than:
. certain obligations to pay additional amounts, if any, upon the occurrence of certain
tax, assessment orgovernmental charge events regarding payments on the Notes;
. to register the transfer or exchange of the Notes;
. to replace stolen, lost or mutilated Notes; or
. to maintain paying agencies and to hold money for payment in trust.
We may only defease and discharge all of our obligations under the Notes if:
. we irrevocably deposit with the trustee, in trust, the amount, as certified by an officers' certificate, ofmoney and/or
U.S. government obligations that, through the payment of interest and principal in respect thereof in accordance
with their terms, will be sufficient to pay and discharge each installment of principal and premium, if any and
anyinterest on, and any mandatory sinking fund payments in respect of, the Notes on the dates such payments are due; and
. With respect to legal defeasance only, we deliver to the trustee an
opinion of independent counsel (which opinionmust refer to and be based
upon a published ruling of the United States Internal Revenue Service
or a change in applicable United States federal income tax laws) or a
ruling directed to the Trustee from the United States Internal Revenue
Service, ineither case to the effect that beneficial owners of the Notes
will not recognize income, gain or loss for United States federal income
tax purposes as a result of such deposit, defeasance and discharge.
Defeasance of Certain Covenants
Uponcompliance with certain conditions, we may omit to comply with certain
restrictive covenants contained in the Indenture. Any omission to comply with
our obligations or covenants shall not constitute a default or event of
default with respect to anyNotes. In that event, you would lose the protection
of these covenants, but would gain the protection of having money and/or U.S.
government obligations set aside in trust to repay the Notes. We may only
defease any covenants if, among otherrequirements:
. we deposit with the trustee money and/or U.S. government obligations that, through the payment of interest
andprincipal in respect to such obligations, in accordance with their terms, will provide money in an amount,
as certified by an officers' certificate, sufficient to pay principal, premium, if any, and any interest
on and any mandatory sinkingfund payments in respect of the Notes on the dates such payments are due; and
. we deliver to the trustee an opinion of counsel or a ruling from the United
States Internal Revenue Service tothe effect that the beneficial owners
of the Notes will not recognize income, gain or loss, for United States
federal income tax purposes, as a result of the covenant defeasance.
Limited Liability of Certain Persons
TheIndenture provides that none of our past, present or future stockholders,
incorporators, employees, officers or directors, or of any successor
corporation or any of our affiliates shall have any personal liability in
respect of our obligations underthe Indenture or the Notes by reason of his,
her or its status as such stockholder, incorporator, employee, officer or
director.
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Compliance with Gaming Laws
Each holder of a Note, by accepting any Note, agrees to be bound by the
requirements imposed on holders of debt securities of MGM ResortsInternational
by the gaming authority of any jurisdiction in which MGM Resorts International
or any of its Subsidiaries conducts or proposes to conduct gaming activities.
For a description of the regulatory requirements applicable to MGM
ResortsInternational, see "Regulation and Licensing" herein.
Reports
Whether or not required by the Commission, so long as any Notes are
outstanding, MGM Resorts International will furnish to the trustee, within15
days after the time periods specified in the Commission's rules and
regulations: (1) all quarterly and annual financial information that would be
required to be contained in a filing with the Commission on Forms
10-Q
and
10-K,
including a "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and, with respect to the annual informationonly, a
report on the annual financial statements by MGM Resorts International's
certified independent accountants; and (2) all current reports that would be
required to be filed with the Commission on Form
8-K
(it being understood that the availability of such information or report on
the Commission's EDGAR service (or any successor thereto) shall be deemed to
satisfy MGM Resorts International'sobligation to furnish the information or
report referenced in clauses (1) and (2) to the trustee). In addition, whether
or not required by the Commission, MGM Resorts International will file a copy
of all of the information and reports referredto in clauses (1) and (2) above
with the Commission for public availability within the time periods specified
in the Commission's rules and regulations (unless the Commission will not
accept such a filing) and make such informationavailable to securities
analysts and prospective investors upon request.
Delivery of reports, information and documents to the trustee isfor
informational purposes only, and the trustee's receipt of the foregoing shall
not constitute constructive notice of any information contained therein or
determinable from information contained therein, including our compliance with
any ofthe covenants in the indenture (as to which the trustee is entitled to
rely on officers' certificates).
Concerning the Trustee
If the trustee becomes a creditor of MGM Resorts International, the Indenture
limits its right to obtain payment of claims in certain cases, orto realize on
certain property received in respect of any such claim as security or
otherwise. The trustee will be permitted to engage in other transactions;
however, if it acquires any conflicting interest it must eliminate such
conflict within 90days, apply to the Commission for permission to continue or
resign.
The holders of a majority in aggregate principal amount of the thenoutstanding
Notes will have the right to direct the time, method and place of conducting
any proceeding for exercising any remedy available to the trustee, subject to
certain exceptions. The Indenture provides that in case an Event of Default
shalloccur and be continuing, the trustee will be required, in the exercise of
its power, to use the degree of care of a prudent person in the conduct of his
own affairs. Subject to such provisions, the trustee will be under no
obligation to exercise anyof its rights or powers under the Indenture at the
request of any holder of such Notes, unless such holder shall have offered to
the trustee security and indemnity satisfactory to it against any loss,
liability or expense.
Book-Entry; Delivery and Form
DTC, whichwe refer to along with its successors in this capacity as the
"depositary," will act as securities depositary for the Notes. The Notes will
be issued as fully registered securities registered in the name of Cede & Co.,
thedepositary's nominee. One or more fully registered global security
certificates, representing the total aggregate principal amount of each series
of Notes, will be issued and will be deposited with the depositary or its
custodian and will beara legend regarding the restrictions on exchanges and
registration of transfer referred to below.
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Investors may elect to hold beneficial interests in the global Notes through
either DTC, inthe United States, or Clearstream Banking, soci6t6 anonyme
("Clearstream"), or Euroclear Bank S.A./N.V ("Euroclear"), in Europe, if they
are participants of such systems, or indirectly through organizations that are
participantsin such systems. Clearstream and Euroclear will hold interests on
behalf of their participants through customers' securities accounts in
Clearstream's and Euroclear's names on the books of their respective
depositaries, which in turnwill hold such interests in customers' securities
accounts in the depositaries' names on the books of DTC.
DTC has advised usthat it is a limited-purpose trust company organized under
the New York Banking Law, a "banking organization" within the meaning of the
New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" withinthe meaning of the New York Uniform Commercial Code and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. DTC holds securities that its participants ("Direct
Participants") depositwith DTC and facilitates the post-trade settlement among
Direct Participants of sales and other securities transactions in deposited
securities through electronic computerized book-entry transfers and pledges
between Direct Participants'accounts, thereby eliminating the need for
physical movement of securities certificates. Direct Participants include both
U.S. and
non-U.S.
securities brokers and dealers, banks, trust companies, clearingcorporations
and certain other organizations. DTC is a wholly owned subsidiary of The
Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company
for DTC, National Securities Clearing Corporation and Fixed IncomeClearing
Corporation, all of which are registered clearing agencies. DTCC is owned by
the users of its regulated subsidiaries. Access to the DTC system is also
available to others such as both U.S. and
non-U.S.
securities brokers and dealers, banks, trust companies and clearing
corporations that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly. TheDTC rules applicable to
its participants are on file with the Commission.
Clearstream advises that it is incorporated under the laws ofLuxembourg as a
professional depositary. Clearstream holds securities for its participating
organizations ("Clearstream Participants") and facilitates the clearance and
settlement of securities transactions between Clearstream Participantsthrough
electronic book-entry changes in accounts of Clearstream Participants, thereby
eliminating the need for physical movement of certificates. Clearstream
provides to Clearstream Participants, among other things, services for
safekeeping,administration, clearance and settlement of internationally traded
securities and securities lending and borrowing. Clearstream interfaces with
domestic markets in several countries. As a registered bank in Luxembourg,
Clearstream is subject toregulation by the Luxembourg Commission for the
Supervision of the Financial Sector (Commission de Surveillance du Secteur
Financier). Clearstream Participants are recognized financial institutions
around the world, including underwriters,securities brokers and dealers,
banks, trust companies, clearing corporations and certain other organizations,
and may include the underwriters. Indirect access to Clearstream is also
available to others, such as banks, brokers, dealers and trustcompanies that
clear through or maintain a custodial relationship with a Clearstream
Participant, either directly or indirectly.
Distributions with respect to interests in the Notes held beneficially through
Clearstream will be credited to cash accounts of ClearstreamParticipants in
accordance with its rules and procedures.
Euroclear advises that it was created in 1968 to hold securities forparticipants
of Euroclear ("Euroclear Participants") and to clear and settle transactions
between Euroclear Participants through simultaneous electronic book-entry
delivery against payment, thereby eliminating the need for physicalmovement of
certificates and any risk from lack of simultaneous transfers of securities
and cash. Euroclear includes various other services, including securities
lending and borrowing, and interfaces with domestic markets in several
countries.Euroclear is operated by Euroclear Bank S.A./N.V. (the "Euroclear
Operator"). All operations are conducted by the Euroclear Operator, and all
Euroclear securities clearance accounts and Euroclear cash accounts are
accounts with theEuroclear Operator. Euroclear Participants include banks
(including central banks), securities brokers and dealers and other
professional financial intermediaries, and may include the underwriters.
Indirect access to Euroclear is also available toother firms that clear
through or maintain a custodial relationship with a Euroclear Participant,
either directly or indirectly.
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Securities clearance accounts and cash accounts with the Euroclear Operator
are governed bythe Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of Euroclear, and applicable Belgian law
(collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cashwithin Euroclear, withdrawals of securities
and cash from Euroclear, and receipts of payments with respect to securities
in Euroclear. All securities in Euroclear are held on a fungible basis without
attribution of specific certificates to specificsecurities clearance accounts.
The Euroclear Operator acts under the Terms and Conditions only on behalf of
Euroclear Participants, and has no records of or relationship with persons
holding through Euroclear Participants.
Distributions with respect to the Notes held beneficially through Euroclear
will be credited to the cash accounts of Euroclear Participants inaccordance
with the Terms and Conditions.
We will issue Notes in definitive certificated form in exchange for beneficial
interests in theapplicable global security certificates if the depositary
notifies us that it is unwilling or unable to continue as depositary for the
Notes, the depositary ceases to maintain certain qualifications under the
Exchange Act and a successor depositaryis not appointed by us within 90 days,
or we determine, in our sole discretion, that the global security certificates
shall be exchangeable. If we determine at any time that the Notes shall no
longer be represented by global security certificates,we will inform the
depositary of such determination who will, in turn, notify participants of
their right to withdraw their beneficial interest from the global security
certificates, and if such participants elect to withdraw their beneficialinteres
ts, we will issue certificates in definitive form in exchange for such
beneficial interests in the global security certificates. Any global Note, or
portion thereof, that is exchangeable pursuant to this paragraph will be
exchangeable forsecurity certificates, as the case may be, registered in the
names directed by the depositary. We expect that these instructions will be
based upon directions received by the depositary from its participants with
respect to ownership of beneficialinterests in the global security
certificates.
As long as the depositary or its nominee is the registered owner of the global
securitycertificates, the depositary or its nominee, as the case may be, will
be considered the sole owner and holder of the global security certificates
and all Notes represented by these certificates for all purposes under the
indenture. Except in thelimited circumstances referred to above, owners of
beneficial interests in global security certificates:
. will not be entitled to have the Notes represented by these global security certificates registered in theirnames, and
. will not be considered to be owners or holders of the global security certificates or any Notes
represented bythese certificates or have any rights for any purpose under the Notes or the indenture.
All payments on the Notesrepresented by global security certificates and all
transfers and deliveries of related Notes will be made to the depositary or
its nominee, as the case may be, as the holder of such securities.
Ownership of beneficial interests in the global security certificates will be
limited to participants or persons that may hold beneficialinterests through
institutions that have accounts with the depositary or its nominee.
Ownership of beneficial interests in globalsecurity certificates will be shown
only on, and the transfer of those ownership interests will be effected only
through, records maintained by the depositary or its nominee, with respect to
participants' interests, or any participant, withrespect to interests of
persons held by the participant on their behalf. Payments, transfers,
deliveries, exchanges and other matters relating to beneficial interests in
global security certificates may be subject to various policies and
proceduresadopted by the depositary from time to time. Neither we nor the
trustee will have any responsibility or liability for any aspect of the
depositary's or any participant's records relating to, or for payments made on
account of, beneficialinterests in global security certificates, or for
maintaining, supervising or reviewing any of the depositary's records or any
participant's records relating to these beneficial ownership interests.
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Although the depositary has agreed to the foregoing procedures in order to
facilitatetransfers of interests in the global security certificates among
participants, the depositary is under no obligation to perform or continue to
perform these procedures, and these procedures may be discontinued at any
time. We will not have anyresponsibility for the performance by the depositary
or its direct participants or indirect participants under the rules and
procedures governing the depositary.
The information in this section concerning the depositary, its book-entry
system, Clearstream and Euroclear has been obtained from sourcesthat we
believe to be reliable, but we have not attempted to verify the accuracy of
this information.
Global Clearance and Settlement Procedures
Initial settlement for the Notes will be made in immediately available funds.
Secondary market trading between DTC Participants willoccur in the ordinary
way in accordance with DTC rules and will be settled in immediately available
funds using DTC's
Same-Day
Funds Settlement System.
Secondary market trading between Clearstream Participants and/or Euroclear
Participants will occur in the ordinary way in accordance with theapplicable
rules and operating procedures of Clearstream and Euroclear, as applicable.
Cross-market transfers between persons holdingdirectly or indirectly through
DTC, on the one hand, and directly or indirectly through Clearstream
Participants or Euroclear Participants, on the other, will be effected through
DTC in accordance with DTC rules; however, such cross-markettransactions will
require delivery of instructions to the relevant European international
clearing system by the counterparty in such system in accordance with its
rules and procedures and within its established deadlines (European time).
Because of time-zone differences, credits of the Notes received in Clearstream
or Euroclear as a result of a transaction with a DTCParticipant will be made
during subsequent securities settlement processing and dated the business day
following the DTC settlement date. Such credits or any transactions in such
Notes settled during such processing will be reported to the relevantEuroclear
Participant or Clearstream Participant on such business day. Cash received in
Clearstream or Euroclear as a result of sales of the Notes by or through a
Clearstream Participant or a Euroclear Participant to a DTC Participant will
bereceived with value on the DTC settlement date but will be available in the
relevant Clearstream or Euroclear cash account only as of the business day
following settlement in DTC.
Although DTC, Clearstream, and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of Notes among participantsof DTC,
Clearstream, and Euroclear, they are under no obligation to perform or
continue to perform such procedures and such procedures may be discontinued or
changed at any time.
Paying Agent and Registrar for the Notes
MGM Resorts International will maintain one or more paying agents for the
Notes in the Borough of Manhattan, City of New York. The initialpaying agent
for the Notes will be the Trustee.
MGM Resorts International will also maintain a registrar with offices in the
Borough ofManhattan, City of New York. The initial registrar will be the
Trustee. The registrar will maintain a register reflecting ownership of the
Notes outstanding from time to time and will make payments on and facilitate
transfers of Notes on behalf ofMGM Resorts International.
MGM Resorts International may change the paying agents or the registrars
without prior notice to the holdersof the Notes. MGM Resorts International or
any of its Subsidiaries may act as a paying agent or registrar.
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Governing Law
The Indenture will be governed by New York law.
Certain Definitions
Set forth below arecertain defined terms used in the Indenture. Reference is
made to the Indenture for a full disclosure of all such terms, as well as any
other capitalized terms used herein for which no definition is provided.
"
Attributable Debt
" with respect to any Sale and Lease-Back Transaction that is subject to the
restrictions described under"--Additional Covenants of MGM Resorts
International--Limitation on Sale and Lease-Back Transactions" means the
present value of the minimum rental payments called for during the terms of
the lease (including any period for whichsuch lease has been extended),
determined in accordance with generally accepted accounting principles,
discounted at a rate that, at the inception of the lease, the lessee would
have incurred to borrow over a similar term the funds necessary topurchase the
leased assets.
"
Consolidated Net Tangible Assets
" means the total amount of assets (including investmentsin Joint Ventures) of
MGM Resorts International and its Subsidiaries (less applicable depreciation,
amortization and other valuation reserves) after deducting therefrom (a) all
current liabilities of MGM Resorts International and itsSubsidiaries
(excluding (i) the current portion of long-term Indebtedness or current
obligations under operating leases, (ii) intercompany liabilities and any
liabilities which are by their terms renewable or extendible at the option
ofthe obligor thereon to a time more than 12 months from the time as of which
the amount thereof is being computed) and (b) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and any other like
intangibles ofMGM Resorts International and its Subsidiaries, all as set forth
on the consolidated balance sheet of MGM Resorts International for the most
recently completed fiscal quarter for which financial statements are available
and computed in accordancewith generally accepted accounting principles.
"
Credit Facility
" means the Credit Agreement, dated as ofNovember 24, 2021 among MGM Resorts
International, the lenders and letters of credit issuers party thereto and
Bank of America, N.A., as administrative agent, as amended by the First
Amendment, dated August 31, 2023, by and among MGMResorts International, Bank
of America, N.A., as administrative agent, and certain lenders party thereto,
the Second Amendment, dated as of February 9, 2024, by and among MGM Resorts
International, Bank of America, N.A., as administrativeagent, and certain
lenders party thereto, and as such agreement may be further amended,
supplemented, waived or otherwise modified from time to time or refunded,
refinanced, restructured, replaced, renewed, repaid, increased or extended
from time totime (whether in whole or in part).
"
Equity Offering
" means any public sale or private issuance by MGM ResortsInternational of its
common stock, or options, warrants or rights with respect to its common stock,
other than (1) public offerings with respect to MGM Resorts International's
common stock, or options, warrants or rights, registeredpursuant to a
Registration Statement on Form
S-8
and (2) any issuance by MGM Resorts International of its common stock to any
Subsidiary.
"
Existing Senior Notes
" means (i) MGM Resorts International's 5.750% senior notes due 2025, (ii) MGM
ResortsInternational's 4.625% senior notes due 2026, (iii) MGM Resorts
International's 5.50% senior notes due 2027, (iv) MGM Resorts International's
4.750% senior notes due 2028, (v) MGM Resorts International's 6.500% senior
notesdue 2032 and (vi) the Mandalay Notes.
"
Funded Debt
" means all Indebtedness of MGM Resorts International or anySubsidiary
Guarantor which (i) matures by its terms on, or is renewable at the option of
any obligor thereon to, a date more than one year after the date of original
issuance of such Indebtedness and (ii) ranks at least pari passu with theNotes
or the applicable Subsidiary Guarantee.
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"
Gaming Authority
" means any governmental agency, authority, board, bureau,commission,
department, office or instrumentality with regulatory, licensing or permitting
authority or jurisdiction over any gaming business or enterprise or any Gaming
Facility or with regulatory, licensing or permitting authority or
jurisdictionover any gaming operation (or proposed gaming operation) owned,
managed or operated by the Issuer or the Subsidiary Guarantors.
"
Gaming Facility
" means any casino, hotel, resort, race track,
off-track
wageringsite, venue at which gaming or wagering is conducted, and all related
or ancillary property and assets.
"
GovernmentalAuthority
" means any nation or government, any state or other political subdivision
thereof and any entity exercising executive, legislative, judicial, regulatory
or administrative functions of government.
"
Incur
" means, with respect to any Indebtedness, to incur, create, issue, assume,
guarantee or otherwise become liable for orwith respect to, or become
responsible for, the payment of, contingently or otherwise, such Indebtedness;
provided that the accrual of interest shall not be considered an Incurrence of
Indebtedness.
"
Indebtedness
" of any Person means (i) any indebtedness of such Person, contingent or
otherwise, in respect of borrowedmoney (whether or not the recourse of the
lender is to the whole of the assets of such Person or only to a portion
thereof), or evidenced by notes, bonds, debentures or similar instruments or
letters of credit, or representing the balance deferredand unpaid of the
purchase price of any property, including any such indebtedness Incurred in
connection with the acquisition by such Person or any of its Subsidiaries of
any other business or entity, if and to the extent such indebtedness
wouldappear as a liability upon a balance sheet of such Person prepared in
accordance with generally accepted accounting principles, including for such
purpose obligations under finance leases and (ii) any guarantee, endorsement
(other than forcollection or deposit in the ordinary course of business),
discount with recourse, or any agreement (contingent or otherwise) to
purchase, repurchase or otherwise acquire or to supply or advance funds with
respect to, or to become liable withrespect to (directly or indirectly) any
indebtedness of any Person, but shall not include indebtedness or amounts owed
for compensation to employees, or for goods or materials purchased, or
services utilized, in the ordinary course of business ofsuch Person.
"
Insurance Subsidiaries
" means MGMM Insurance Company and any other Subsidiaries established from
time totime by us or our Subsidiaries for the primary purpose of insuring the
business, facilities and/or employees of MGM Resorts International and its
Subsidiaries.
"
Issue Date
" means the date on which the Notes offered hereby are issued.
"
Joint Venture
" means any partnership, corporation or other entity, in which up to and
including 50% of the partnershipinterests, outstanding voting stock or other
equity interests is owned, directly or indirectly, by MGM Resorts
International and/or one or more of its Subsidiaries.
"
Lien
" means any mortgage, deed of trust, pledge, hypothecation, assignment for
security, security interest, encumbrance orlien of any kind, whether
voluntarily incurred or arising by operation of law or otherwise, affecting
any property, including any agreement to grant any of the foregoing, any
conditional sale or other title retention agreement, any lease in thenature of
a security interest, and/or the filing of or agreement to give any financing
statement (other than a precautionary financing statement with respect to a
lease that is not in the nature of a security interest) under the Universal
CommercialCode as in effect in the State of New York or comparable law of any
jurisdiction with respect to any property; provided that in no event shall an
operating lease be deemed to constitute a Lien.
"
Mandalay Notes
" means Mandalay Resort Group's 7.0% Debentures due 2036.
"
MDDC
" means Marina District Development Company, LLC, a New Jersey limited
liability company.
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"
MDDHC
" means Marina District Development Holding Co., LLC, a New Jerseylimited
liability company. "
MGM Yonkers
" means MGM Yonkers, Inc., a New York corporation.
"
Non-recourse
Indebtedness
" means Indebtedness the terms of which provide that the lender's claim for
repayment of such Indebtedness is limited solely to a claim against the
property which secures suchIndebtedness.
"
Obligations
" means any principal, interest, premium, if any, penalties, fees,
indemnifications,reimbursements, expenses, damages or other liabilities or
amounts payable under the documentation governing or otherwise in respect of
any Indebtedness.
"
Person
" means any individual, corporation, limited liability company, partnership,
joint venture, association, joint-stockcompany, trust, estate, unincorporated
organization or government or any agency or political subdivision thereof or
any other entity.
"
Principal Property
" means any real estate or other physical facility or depreciable asset the
net book value of which on thedate of determination exceeds the greater of
$250 million and 2% of Consolidated Net Tangible Assets.
"
Sale and Lease-BackTransaction
" means any arrangement with a person (other than MGM Resorts International or
any of its Subsidiaries), or to which any such person is a party, providing
for the leasing to MGM Resorts International or any of its SubsidiaryGuarantors
for a period of more than three years of any Principal Property, which has
been or is to be sold or transferred by MGM Resorts International or any of
its Subsidiary Guarantors to such person, or to any other person (other than
MGMResorts International of any of its Subsidiaries) to which funds have been
or are to be advanced by such person on the security of the leased property.
"
Subsidiary
" of any specified Person means any corporation, partnership or limited
liability company of which at least amajority of the outstanding stock (or
other equity interests) having by the terms thereof ordinary voting power for
the election of directors (or the equivalent) of such Person (irrespective of
whether or not at the time stock (or other equityinterests) of any other class
or classes of such Person shall have or might have voting power by reason of
the happening of any contingency) is at the time directly or indirectly owned
by such Person, or by one or more other Subsidiaries, or by suchPerson and one
or more other Subsidiaries.
"
Treasury Rate
" means, with respect to any redemption date, the yielddetermined by the
Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by us after 4:15 p.m.,New York City time
(or after such time as yields on U.S. government securities are posted daily
by the Board of Governors of the Federal Reserve System), on the third
business day preceding the redemption date based upon the yield or yields for
themost recent day that appear after such time on such day in the most recent
statistical release published by the Board of Governors of the Federal Reserve
System designated as "Selected Interest Rates (Daily)
-H.15"
(or any successor designation or publication) ("H.15") under the caption "U.S.
government securities-Treasury constant maturities-Nominal" (or any successor
caption orheading) ("H.15 TCM"). In determining the Treasury Rate, we shall
select, as applicable: (1) the yield for the Treasury constant maturity on
H.15 exactly equal to the period from the redemption date to ,2026 (the
"Remaining Life"); or (2) if there is no such Treasury constant maturity on
H.15 exactly equal to the Remaining Life, the two yields - one yield
corresponding to the Treasury constant maturity on H.15 immediatelyshorter
than and one yield corresponding to the Treasury constant maturity on H.15
immediately longer than the Remaining Life - and shall interpolate to , 2026
on a straight-line basis (using the actual number ofdays) using such yields
and rounding the result to three decimal places; or (3) if there is no such
Treasury constant maturity on H.15 shorter than or longer than the Remaining
Life, the yield for the single Treasury constant maturity on H.15closest to
the Remaining Life. For purposes of
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this paragraph, the applicable Treasury constant maturity or maturities on
H.15 shall be deemed to have a maturity date equal to the relevant number of
months or years, as applicable, of suchTreasury constant maturity from the
redemption date.
If on the third business day preceding the redemption date H.15 TCM is no
longerpublished, we shall calculate the Treasury Rate based on the rate per
annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New
York City time, on the second business day preceding such redemption date of
the United StatesTreasury security maturing on, or with a maturity that is
closest to, , 2026, as applicable. If there is no United States Treasury
security maturing on , 2026 but there are two or more UnitedStates Treasury
securities with a maturity date equally distant from , 2026, one with a
maturity date preceding , 2026 and one with a maturity date following ,
2026,we shall select the United States Treasury security with a maturity date
preceding , 2026. If there are two or more United States Treasury securities
maturing on , 2026 or two or more UnitedStates Treasury securities meeting the
criteria of the preceding sentence, we shall select from among these two or
more United States Treasury securities the United States Treasury security
that is trading closest to par based upon the average ofthe bid and asked
prices for such United States Treasury securities at 11:00 a.m., New York City
time. In determining the Treasury Rate in accordance with the terms of this
paragraph, the semi-annual yield to maturity of the applicable United
StatesTreasury security shall be based upon the average of the bid and asked
prices (expressed as a percentage of principal amount) at 11:00 a.m., New York
City time, of such United States Treasury security, and rounded to three
decimal places.
Our actions and determinations in determining the redemption price shall be
conclusive and binding for all purposes, absent manifest error.
"
Treasury Securities
" mean any obligations issued or guaranteed by the United States government or
any agency thereof.
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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following is a general discussion based upon present law of certain U.S.
federal income tax considerations for prospective purchasers ofthe notes. The
discussion addresses only notes that are purchased in the original offering
for cash at the initial offering price and held as capital assets. The
discussion does not consider the circumstances of particular purchasers, some
of which(such as banks or other financial institutions, insurance companies,
regulated investment companies, real estate investment trusts, tax exempt
entities, dealers, traders who elect to mark their investment to market, U.S.
expatriates or formerlong-term permanent residents, partnerships and other
pass through entities (or investors therein), persons required to accelerate
the recognition of any item of gross income as a result of such income being
recognized on an "applicablefinancial statement," U.S. Holders (as defined
below) that have a functional currency other than the U.S. dollar, U.S.
Holders that hold notes through a
non-United
States broker or other
non-United
States intermediary and persons holding the notes as part of a hedge,
straddle, conversion, constructive sale or integrated transaction) are subject
to special tax regimes. The discussion does not addressany state, local or
non-U.S.
taxes, the Medicare tax on net investment income, any alternative minimum tax
or any U.S. federal tax laws other than U.S. federal income tax laws (such as
U.S. federal estate andgift tax laws).
This discussion is based upon the Internal Revenue Code of 1986 as amended
(the "Code"), existing and proposedTreasury regulations promulgated
thereunder, administrative pronouncements and judicial decisions, all as in
effect on the date hereof, and all of which are subject to change, possibly
with retroactive effect, and any such change could affect thecontinuing
validity of this discussion. Prospective investors should note that no rulings
have been, or are expected to be, sought from the U.S. Internal Revenue
Service (the "IRS") with respect to any of the U.S. federal income
taxconsequences discussed below, and no assurance can be given that the IRS or
a court will not take contrary positions.
EACH PROSPECTIVEPURCHASER SHOULD CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX
CONSEQUENCES OF AN INVESTMENT IN THE NOTES, INCLUDING UNDER THE FEDERAL, STATE
AND LOCAL LAWS OF THE UNITED STATES AND THE LAWS OF ANY OTHER JURISDICTION
WHERE THE PURCHASER MAY BE SUBJECTTO TAXATION.
For purposes of this discussion, "U.S. Holder" means a beneficial owner of a
note that, for U.S. federal incometax purposes, is:
. an individual who is a citizen or resident of the United States,
. a corporation organized or created under the laws of the United States, any state thereof or the District ofColumbia,
. a trust subject to the control of one or more U.S. persons and the primary supervision
of a U.S. court or thathas a valid election in place to be treated as a U.S. person, or
. an estate the income of which is subject to U.S. federal income taxation regardless of its source.
For purposes of this discussion, a
"Non-U.S.
Holder" means abeneficial owner of a note that is, for United States federal
income tax purposes, an individual, corporation, trust or estate that is not a
U.S. Holder.
The treatment of partners in a partnership that owns notes may depend on the
status of such partners and the status and activities of thepartnership.
Partnerships considering an investment in the notes (and their partners)
should consult their own tax advisors about the consequences of an investment
in the notes.
Potential Contingent Payment Debt Instrument Treatment
In certain circumstances we may be required to make payments on a note that
would change the yield of the note or the timing of a payment. See,e.g.,
"Description of Notes--Optional Redemption" and "--Mandatory
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Disposition Pursuant to Gaming Laws." This obligation may implicate the
provisions of Treasury regulations relating to contingent payment debt
instruments ("CPDIs"). According tothe applicable Treasury regulations,
certain contingencies will not cause a debt instrument to be treated as a CPDI
if such contingencies in the aggregate, as of the date of issuance, are
"remote or incidental" or certain othercircumstances apply. We intend to take
the position that the notes are not CPDIs. Our position is binding on a
holder, unless the holder discloses in the proper manner to the IRS that it is
taking a different position. This determination, however,is not binding on the
IRS and if the IRS were to challenge this determination, a holder may be
required to accrue ordinary interest income on the notes at a rate in excess
of the stated interest rate, and to treat as ordinary income rather
thancapital gain any income recognized on a taxable disposition of such notes.
If the notes are not CPDIs but such contingent payments were required to be
made, it may affect the amount and timing of the income that a U.S. Holder
recognizes. U.S.Holders should consult their own tax advisors regarding the
potential application to the notes of the CPDI rules and other rules above and
the consequences thereof. The remainder of this discussion assumes that the
notes will not be treated asCPDIs.
Consequences to U.S. Holders
StatedInterest
. Stated interest will be includible in a U.S. Holder's gross income as
ordinary income at the time such interest is received or accrued in accordance
with the U.S. Holder's regular method of accounting for U.S. federal incometax
purposes.
Sale
,
Exchange or Other Taxable Disposition
. Upon the sale, exchange or other taxable disposition (including a retirement
orredemption) of a note, a U.S. Holder generally will recognize taxable gain
or loss equal to the difference, if any, between the amount realized on such
disposition (other than any amount attributable to accrued but unpaid stated
interest, which willbe taxable as interest to the extent not previously so
taxed) and the U.S. Holder's adjusted tax basis in the note. A U.S. Holder's
adjusted tax basis in a note generally will be equal to the amount that the
U.S. Holder paid for the note.Any such gain or loss generally will be capital
gain or loss and generally will be long-term capital gain or loss if the note
has been held for more than one year at the time of its sale, exchange or
other taxable disposition.
Non-corporate
U.S. Holders (including individuals) generally will be eligible for
preferential rates of U.S. federal income tax in respect of long-term capital
gains. The deductibility of capital losses is subjectto limitations.
Consequences to
Non-U.S.
Holders
Interest
. Subject to the discussion of backup withholding and FATCA below, interest on
a note paid to a
Non-U.S.
Holder is not subject to U.S. federal income tax, including withholding tax,
provided that:
. such interest is not effectively connected with the
Non-U.S.
Holder's conduct of a trade or business in the United States;
. the
Non-U.S.
Holder does not actually or constructively own stockpossessing 10% or
more of the total combined voting power of all classes of our stock;
. the
Non-U.S.
Holder is not a controlled foreign corporation that isrelated to us (actually or constructively) through stock ownership; and
. the
Non-U.S.
Holder satisfies certain certification requirements. A
Non-U.S.
Holder can satisfy these certification requirements by providing IRS Form
W-8BEN,
W-8BEN-E,
W-8EXP
or
W-8IMY
(attaching any other required attachments) or any applicablesuccessor forms.
In the event that a
Non-U.S.
Holder does not meet theforegoing requirements, interest on the notes paid to
such
Non-U.S.
Holder that is not effectively connected with such
Non-U.S.
Holder's conduct of a trade orbusiness in the United States will be subject to
U.S. federal withholding tax at 30% unless reduced by an applicable income tax
treaty. Unless an applicable income tax treaty provides otherwise, interest
that is
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effectively connected with a
Non-U.S.
Holder's conduct of a trade or business in the United States generally will be
exempt from U.S. federalwithholding tax. Such effectively connected interest
will be subject to U.S. federal income tax on a net income basis generally in
the same manner as if it were received by a U.S. Holder, unless an applicable
income tax treaty provides otherwise. Ifa
Non-U.S.
Holder is a corporation, it may also be subject to branch profits tax at a
rate of 30% (or a reduced rate under an applicable income tax treaty) on its
effectively connected earnings and profits(subject to certain adjustments).
Sale
,
Exchange or Other Taxable Disposition
. A
Non-U.S.
Holdergenerally will not be subject to U.S. federal income tax, including
withholding tax, on any gain from the sale, exchange or other taxable
disposition (including a retirement or redemption) of a note, unless that gain
is effectively connected withthe conduct by the
Non-U.S.
Holder of a trade or business within the United States (in which case such
gain generally will be subject to U.S. federal income tax (and possibly branch
profits tax) in the samemanner as is effectively connected interest as
described above) or, in the case of gain recognized by an individual
Non-U.S.
Holder, the
Non-U.S.
Holder is present inthe United States for 183 days or more in the taxable year
of the disposition and certain other conditions are met (in which case such
gain (net of certain U.S. source losses (if any)) will be subject to U.S.
federal income tax at a rate of 30% (ora reduced rate under an applicable
income tax treaty)).
U.S. Backup Withholding and Information Reporting
Information reporting generally will apply to payments of interest on notes,
and to proceeds from the sale, exchange or other taxabledisposition (including
retirement or redemption) of notes, to a holder (other than an exempt
recipient). Backup withholding may be required (currently at a rate of 24%) on
reportable payments if the holder fails to furnish its correct taxpayeridentific
ation number or otherwise fails to comply with, or establish an exemption
from, information reporting and backup withholding.
Non-U.S.
Holders generally will be required to comply with applicablecertification
procedures to establish that they are not U.S. persons in order to avoid the
application of backup withholding. Backup withholding is not an additional
tax. A holder of notes generally will be entitled to credit any amounts
withheldunder the backup withholding rules against its U.S. federal income tax
liability or to obtain a refund of the amounts withheld provided the required
information is furnished to the IRS in a timely manner.
FATCA Withholding
Sections 1471 to 1474of the Code and Treasury regulations thereunder
(provisions commonly referred to as "FATCA") impose a U.S. federal withholding
tax of 30% on certain interest payments on obligations that produce U.S.
source interest when paid to"foreign financial institutions" and certain other
non-U.S.
entities (regardless of whether such institutions or entities hold the
obligations as a beneficial owner or intermediary) that fail tocomply with
specified certification, information reporting and withholding requirements.
Because the notes will produce U.S. source interest, interest payments on the
notes by or through certain foreign entities could become subject to
withholdingtax under FATCA. Holders should consult their own tax advisors on
how these rules may apply to their investment in the notes. In the event any
withholding under FATCA is imposed with respect to any payments on the notes,
no additional amounts willbe paid to compensate for the withheld amount.
The above description is not intended to constitute a complete analysis of all
U.S.federal income tax consequences relating to the ownership of the notes.
Prospective purchasers of notes should consult their own tax advisors
concerning the tax consequences of their particular situations.
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UNDERWRITING
BofA Securities, Inc. is acting as representative of the underwriters of this
offering. Under the terms of an underwriting agreement, each ofthe
underwriters named below has severally and not jointly agreed to purchase from
us, the principal amount of the notes set forth opposite their names below:
Underwriters Principal
Amount of Notes
BofA Securities, Inc. $
J.P. Morgan Securities LLC $
Barclays Capital Inc. $
BNP Paribas Securities Corp. $
Citigroup Global Markets Inc. $
Citizens JMP Securities, LLC $
Deutsche Bank Securities Inc. $
Fifth Third Securities, Inc. $
Morgan Stanley & Co. LLC $
Scotia Capital (USA) Inc. $
SMBC Nikko Securities America, Inc. $
Truist Securities, Inc. $
Goldman Sachs & Co. LLC $
PNC Capital Markets LLC $
U.S. Bancorp Investments, Inc. $
Wells Fargo Securities, LLC $
CBRE Capital Advisors, Inc. $
Valtus Capital Group, LLC $
Total $ 675,000,000
The underwriting agreement provides that the underwriters' obligation to
purchase the notes depends onthe satisfaction of the conditions contained in
the underwriting agreement including:
. the obligation to purchase all of the notes offered hereby, if any of the notes are purchased;
. the representations and warranties made by us and the guarantors to the underwriters are true;
. there is no material adverse change in our or our subsidiaries' business or the financial markets; and
. we and the guarantors deliver customary closing documents to the underwriters.
Commissions and Expenses
Theunderwriters will purchase the notes at a customary discount from the
offering price indicated on the cover of this prospectus supplement and
propose initially to offer and sell the notes at the offering price set forth
on the front of thisprospectus supplement. After the initial offering of the
notes, the offering price at which the notes are being offered may be changed
at any time without notice. The underwriters may offer and sell notes through
certain of their affiliates.
The following table shows the underwriting discount that we will pay to the
underwriters in connection with this offering, expressed as apercentage of the
principal amount of the notes and in total:
Underwriters Per Total
Note
Underwriting discount. % $
We estimate that our share of the total expenses of the offering, excluding
the underwriting discount, will beapproximately $.
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Lock-Up
We and our subsidiaries have agreed not to, directly or indirectly, offer,
pledge, sell, contract to sell, sell any option or contract topurchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, lend, or otherwise transfer or dispose of, directly or indirectly,
any of our or our subsidiaries'(excluding MGM China and any of itssubsidiaries)
debt securities similar to the notes or securities exchangeable or convertible
into debt securities similar to the notes for a period from the date of this
prospectus supplement until the closing of this offering, in each case
withoutthe prior written consent of BofA Securities, Inc., on behalf of the
underwriters.
Indemnification
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act, and to contribute topayments
that the underwriters may be required to make in respect of those liabilities.
Stabilization and Short Positions
The notes are a new issue of securities with no established trading market.
The notes will not be listed on any securities exchange or on anyautomated
dealer quotation system. The underwriters may make a market in the notes after
completion of the offering, but will not be obligated to do so and may
discontinue any market making activities at any time without notice. No
assurance can begiven as to the liquidity of the trading market for the notes
or that an active public market for the notes will develop. If an active
public market for the notes does not develop, the market price and liquidity
of the notes may be adverselyaffected.
In connection with this offering, the underwriters may engage in certain
transactions that stabilize, maintain or otherwiseaffect the price of the
notes. Specifically, the underwriters may overallot in connection with the
offering of the notes, creating a syndicate short position. In addition, the
underwriters may bid for and purchase notes in the open market to
coversyndicate short positions or to stabilize the price of the notes. Any of
these activities may stabilize or maintain the market price of the notes above
what it would be in the absence of such activities. The underwriters are not
required to engagein any of these activities, and they may end any of them at
any time. We and the underwriters make no representation as to the direction
or magnitude of any effect that the transactions described above may have on
the price of the notes. Inaddition, we and the underwriters make no
representation that anyone will engage in such transactions or that such
transactions, once commenced, will not be discontinued without notice.
Settlement
We expect that delivery ofthe notes will be made against payment therefor on
or about , 2024, which will be the tenth business day following the date
hereof (this settlement cycle being referred to as T+10). Under Rule
15c6-1
of the SEC under the Exchange Act, trades in the secondary market generally
are required to settle in one business day, unless the parties to the trade
expressly agree otherwise. Accordingly, purchasers whowish to trade the notes
prior to the initial T+10 settlement may be required, by virtue of the fact
that the notes initially will settle on a delayed basis, to specify an
alternate settlement, and such purchasers should consult their own advisor.
Selling Restrictions
Notice to ProspectiveInvestors in Canada
The notes may be sold in Canada only to purchasers purchasing, or deemed to be
purchasing, as principal that areaccredited investors, as defined in National
Instrument
45-106
Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario),
and are permitted clients, as defined in National
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Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any
resale of the notes must be made in accordance with anexemption from, or in a
transaction not subject to, the prospectus requirements of applicable
securities laws.
Securities legislation incertain provinces or territories of Canada may
provide a purchaser with remedies for rescission or damages if this prospectus
supplement (including any amendment thereto) contains a misrepresentation,
provided that the remedies for rescission ordamages are exercised by the
purchaser within the time limit prescribed by the securities legislation of
the purchaser's province or territory. The purchaser should refer to any
applicable provisions of the securities legislation of thepurchaser's province
or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 ofNational Instrument
33-105
Underwriting Conflicts (NI
33-105),
the underwriters are not required to comply with the disclosure requirements
of NI
33-105
regarding underwriter conflicts of interest in connection with this offering.
European Economic Area
The notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available toany retail
investor in the European Economic Area ("EEA"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU(as amended or
superseded, "MiFID II"); or (ii) a customer within the meaning of Directive
2002/92/EC (as amended, the "Insurance Mediation Directive"), where that
customer would not qualify as a professional client asdefined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in
Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation").
Consequently no key information document required byRegulation (EU) No
1286/2014 (as amended or superseded, the "PRIIPs Regulation") for offering or
selling the notes or otherwise making them available to retail investors in
the EEA has been prepared and therefore offering or selling thenotes or
otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPS Regulation. This prospectus supplement has been
prepared on the basis that any offer of notes in any Member State of the EEA
will be madepursuant to an exemption under the Prospectus Regulation from the
requirement to publish a prospectus for offers of notes. This prospectus
supplement is not a prospectus for the purposes of the Prospectus Regulation
or any relevant implementingmeasure in each Member State of the EEA.
Notice to Prospective Investors in the United Kingdom
The notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available toany retail
investor in the United Kingdom (the "UK"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as itforms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018
(the "EUWA"); (ii) a customer within the meaning of the provisions of the
Financial Services and Markets Act 2000 (as amended, the "FSMA") and anyrules
or regulations made under the FSMA to implement Directive (EU) 2016/97, where
that customer would not qualify as a professional client, as defined in point
(8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
domesticlaw by virtue of the EUWA; or (iii) not a qualified investor as
defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic
law by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently no
key informationdocument required by Regulation (EU) No 1286/2014 as it forms
part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail
investors in the UK hasbeen prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the UK may
be unlawful under the UK PRIIPs Regulation. This prospectus supplement has
been prepared on the basis that any offer ofNotes in the UK will be made
pursuant to an exemption under the UK Prospectus Regulation and the FSMA from
the requirement to publish a prospectus for offers of Notes. This prospectus
supplement is not a prospectus for the purposes of the UKProspectus Regulation
or the FSMA.
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This document is for distribution only to persons who (i) have professional
experiencein matters relating to investments and who qualify as investment
professionals within the meaning of Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the
"Financial PromotionOrder"), (ii) are persons falling within Article 49(2)(a)
to (d) ("high net worth companies, unincorporated associations etc.") of the
Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are
persons towhom an invitation or inducement to engage in investment activity
(within the meaning of Section 21 of the Financial Services and Markets Act
2000, as amended ("FSMA")) in connection with the issue or sale of any
securities mayotherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as "relevant persons"). This
document is directed only at relevant persons and must not be acted on or
relied on by persons whoare not relevant persons. Any investment or investment
activity to which this document relates is available only to relevant persons
and will be engaged in only with relevant persons.
Notice to Prospective Investors in Hong Kong
The notes have not been offered or sold and will not be offered or sold in
Hong Kong, by means of any document, other than (a) to"professional investors"
as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and
any rules made under that Ordinance; or (b) in other circumstances which do
not result in the document being a"prospectus" as defined in the Companies
Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the
public within the meaning of that Ordinance. No advertisement, invitation or
document relating to the notes has been ormay be issued or has been or may be
in the possession of any person for the purposes of issue, whether in Hong
Kong or elsewhere, which is directed at, or the contents of which are likely
to be accessed or read by, the public of Hong Kong (except ifpermitted to do
so under the securities laws of Hong Kong) other than with respect to notes
which are or are intended to be disposed of only to persons outside Hong Kong
or only to "professional investors" as defined in the Securities andFutures
Ordinance and any rules made under that Ordinance.
Notice to Prospective Investors in Japan
The notes have not been and will not be registered under the Financial
Instruments and Exchange Law of Japan (Law No. 25 of 1948, asamended) and,
accordingly, will not be offered or sold, directly or indirectly, in Japan, or
for the benefit of any Japanese Person or to others for
re-offering
or resale, directly or indirectly, in Japan orto any Japanese Person, except
in compliance with all applicable laws, regulations and ministerial guidelines
promulgated by relevant Japanese governmental or regulatory authorities in
effect at the relevant time. For the purposes of this paragraph,"Japanese
Person" shall mean any person resident in Japan, including any corporation or
other entity organized under the laws of Japan.
Notice to Prospective Investors in Singapore
Neither this prospectus supplement nor the accompanying prospectus has been
registered as a prospectus with the Monetary Authority ofSingapore.
Accordingly, this prospectus supplement and any other document or material in
connection with the offer or sale, or invitation for subscription or purchase,
of the notes may not be circulated or distributed, nor may the notes be
offeredor sold, or be made the subject of an invitation for subscription or
purchase, whether directly or indirectly, to persons in Singapore other than
(a) to an institutional investor under Section 274 of the Securities and
Futures Act (Chapter289) (the "SFA"), (b) to a relevant person, or any person
pursuant to Section 275(1A), and in accordance with the conditions, specified
in Section 275 of the SFA or (c) otherwise pursuant to, and in accordance with
theconditions of, any other applicable provision of the SFA.
Where the notes are subscribed or purchased under Section 275 by arelevant
person which is: (a) a corporation (which is not an accredited investor (as
defined in Section 4A of the SFA)) the sole business of which is to hold
investments and the entire share capital of which is owned by one or
moreindividuals, each of whom is an accredited investor; or (b) a trust (where
the trustee is not an accredited investor) whose sole purpose
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is to hold investments and each beneficiary of the trust is an individual who
is an accredited investor, shares, debentures and units of shares and
debentures of that corporation or thebeneficiaries' rights and interest
(howsoever described) in that trust shall not be transferred within six months
after that corporation or that trust has acquired the notes pursuant to an
offer made under Section 275 of the SFA except:(i) to an institutional
investor (for corporations, under Section 274 of the SFA) or to a relevant
person defined in Section 275(2) of the SFA, or to any person pursuant to an
offer that is made on terms that such shares, debenturesand units of shares
and debentures of that corporation or such rights and interest in that trust
are acquired at a consideration of not less than S$200,000 (or its equivalent
in a foreign currency) for each transaction, whether such amount is to bepaid
for in cash or by exchange of securities or other assets, and further for
corporations, in accordance with the conditions specified in Section 275 of
the SFA; (ii) where no consideration is or will be given for the transfer;(iii)
by operation of law; (iv) as specified in Section 276(7) of the SFA; or (v) as
specified in Regulation 37A of the Securities and Futures (Offers of
Investments) (Securities and Securities-based Derivatives Contracts)Regulations
2018 of Singapore.
Singapore Securities and Futures Act Product Classification
Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and
309B(1)(c) of the SFA, the Issuer has determined, and herebynotifies all
relevant persons (as defined in Section 309A of the SFA) that the notes are
"prescribed capital markets products" (as defined in the Securities and
Futures (Capital Markets Products) Regulations 2018) and ExcludedInvestment
Products (as defined in MAS Notice SFA
04-N12:
Notice on the Sale of Investment Products and MAS Notice
FAA-N16:
Notice on Recommendations on InvestmentProducts).
Notice to Prospective Investors in Switzerland
This prospectus supplement is not intended to constitute an offer or
solicitation to purchase or invest in the notes. The notes may not bepublicly
offered, directly or indirectly, in Switzerland within the meaning of the
Swiss Financial Services Act ("FinSA") and no application has or will be made
to admit the notes to trading on any trading venue (exchange or multilateraltrad
ing facility) in Switzerland. Neither this prospectus supplement nor any other
offering or marketing material relating to the notes constitutes a prospectus
pursuant to the FinSA, and neither this prospectus supplement nor any other
offering ormarketing material relating to the notes may be publicly
distributed or otherwise made publicly available in Switzerland.
Other Relationships
The underwriters and certain of their affiliates are full service financial
institutions engaged in various activities, which may includesecurities
trading, commercial and investment banking, financial advisory, investment
management, investment research, principal investment, hedging, financing and
brokerage activities. The underwriters and certain of their affiliates have,
fromtime to time, performed, and may in the future perform, various commercial
and investment banking and financial advisory services for the issuer and its
affiliates, for which they received or may in the future receive customary
fees and expenses.Certain of the underwriters and/or their respective
affiliates are lenders and/or agents under our Revolving Credit Facility and
receive customary compensation in connection therewith.
Certain of the underwriters and/or their respective affiliates may hold our
5.75% notes due 2025, and accordingly, may receive a portion ofthe proceeds
from this offering. See "Use of Proceeds." In addition, U.S. Bancorp
Investments, Inc., one of the underwriters, is an affiliate of the Trustee,
registrar and paying agent.
In the ordinary course of their various business activities, the underwriters
and certain of their affiliates may make or hold a broad arrayof investments
and actively trade debt and equity securities (or related derivative
securities) and financial instruments (including bank loans) for their own
account and for the accounts of their customers, and such investment and
securitiesactivities may involve securities and/or instruments of the issuer or
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its affiliates. If the underwriters or their affiliates have a lending
relationship with us, certain of the underwriters or their affiliates
routinely hedge, certain other of those underwritersor their affiliates are
likely to hedge and certain other of those underwriters or their affiliates
may hedge or otherwise reduce, their credit exposure to us consistent with
their customary risk management policies. The underwriters and theiraffiliates
may hedge such exposure by entering into transactions which consist of either
the purchase of credit default swaps or the creation of short positions in our
securities or the securities of our affiliates, including potentially the
notesoffered hereby. Any such short credit default swaps positions could
adversely affect future trading prices of the notes offered hereby. The
underwriters and certain of their affiliates may also communicate independent
investment recommendations,market color or trading ideas and/or publish or
express independent research views in respect of such securities or
instruments and may at any time hold, or recommend to clients that they
acquire, long and/ or short positions in such securities andinstruments.
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LEGAL MATTERS
The validity of the notes offered hereby will be passed upon for us by Milbank
LLP, New York, New York. Certain matters in connection withthis offering will
be passed upon for the underwriters by Cahill Gordon & Reindel LLP, New York,
New York.
EXPERTS
The financial statements of MGM Resorts International as of December 31, 2023
and 2022, and for each of the three years in the periodended December 31,
2023, incorporated by reference in this prospectus by reference to MGM Resorts
International's annual report on Form
10-K
for the year ended December 31, 2023, and theeffectiveness of MGM Resorts
International's internal control over financial reporting, have been audited
by Deloitte & Touche LLP, an independent registered public accounting firm, as
stated in their reports. Such financial statementsare incorporated by
reference in reliance upon the reports of such firm, given their authority as
experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information withthe Commission. The Commission maintains an Internet web site
that contains reports, proxy and information statements, and other information
regarding issuers, including us, that file electronically with the Commission.
The public can obtain anydocuments that we file electronically with the
Commission at http://www.sec.gov.
We also make available, free of charge, on or throughour Internet web site
(http://www.mgmresorts.com) our Annual Reports on Form
10-K,
Quarterly Reports on Form
10-Q,
Current Reports on Form
8-K,
Proxy Statements on Schedule 14A and, if applicable, amendments to those
reports filed or furnished pursuant to Section 13(a) of the Exchange Act, as
soon as reasonably practicable after weelectronically file such material with,
or furnish it to, the Commission. Our web site and the information contained
on our web site, or connected to our web site, are not incorporated into and
are not a part of this prospectus supplement. Inaddition, you may request
copies of these filings at no cost through our Secretary: John McManus,
Executive Vice President, General Counsel and Secretary, MGM Resorts
International, 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109;
telephonenumber: (702)
693-7120.
We filed a registration statement and related exhibits on Form
S-3
relating to the securities covered by this prospectus. You may obtain the
registration statement and its exhibits without charge at http://www.sec.gov.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We incorporate by reference the documents listed below and any future filings
made with the Commission by us under Sections 13(a), 13(c), 14or 15(d) of the
Exchange Act, until the completion of this offering (except any portions of
such filings that are not deemed to be filed under such sections):
. our Annual Report on
Form
10-K
for the fiscal year ended December 31, 2023;
. the information responsive to Part III of Form
10-K
for the fiscal yearended December 31, 2023 provided in our Proxy Statement on
Schedule 14A
filed on March 22, 2024;
. our Quarterly Report on
Form 10-Q
for the quarter endedMarch 31, 2024, filed on
May 1, 2024
, and Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2024, filed on
July 31, 2024
; and
. our Current Reports on Form
8-K
filed on
February 14, 2024
,
April 3, 2024
,
April 9, 2024
,
May 3, 2024
,
June 26, 2024
, and
August 21, 2024
.
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All documents and reports filed by us pursuant to Sections 13(a), 13(c), 14 or
15(d) of theExchange Act after the date of this prospectus supplement and on
or before the time that our offering of the notes is completed are deemed to
be incorporated by reference in this prospectus supplement from the date of
filing of such documents orreports, except as to any portion of any future
document or report which is not deemed to be filed under those sections.
Any statementcontained in a document incorporated or deemed to be incorporated
by reference in this prospectus supplement will be deemed to be modified or
superseded for purposes of this prospectus supplement to the extent that any
statement contained herein orin any other subsequently filed document which
also is or is deemed to be incorporated by reference in this prospectus
supplement modifies or supersedes such statement. Any statement so modified or
superseded will not be deemed, except as somodified or superseded, to
constitute a part of this prospectus supplement.
Any person receiving a copy of this prospectus supplement mayobtain, without
charge, upon written or oral request, a copy of any of the documents
incorporated by reference except for the exhibits to such documents (other
than the exhibits expressly incorporated in such documents by reference). To
obtaincopies of these filings, see "Where You Can Find More Information."
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PROSPECTUS
MGM RESORTS INTERNATIONAL
Common Stock
DebtSecurities
Guarantees
Warrants
Units
Rights to Purchase Common Stock
Securities Purchase Contracts
We and theselling securityholders identified in any prospectus supplement may,
from time to time, offer to sell shares of our common stock, par value $0.01
per share, debt securities, which may be senior, senior subordinated or
subordinated and which may beconvertible into shares of our common stock or
other debt securities, warrants, rights to purchase common stock or securities
purchase contracts. This prospectus also covers guarantees, if any, of our
obligations under any debt securities, which maybe given by one or more of our
subsidiaries. Our common stock is listed and traded on the New York Stock
Exchange under the symbol "MGM."
We may offer the securities separately or as units, in separate series or
classes and in amounts, at prices and on terms to be described inone or more
supplements to this prospectus as well as the documents incorporated or deemed
to be incorporated by reference in this prospectus. We will describe in a
prospectus supplement, which must accompany this prospectus, the securities we
areoffering and selling, as well as the specifications of the securities.
Investing inour securities involves risks. You should carefully read and
consider the risk factors included in our periodic reports, in any prospectus
supplement relating to any specific offering of securities and in other
documents that we file with theSecurities and Exchange Commission. See "
Risk Factors
" on page 6 of this prospectus.
Thisprospectus describes only some of the general terms that may apply to
these securities. The specific terms of any securities to be offered, and any
other information relating to a specific offering, will be set forth in a
supplement to thisprospectus, in other offering material related to the
securities or in one or more documents incorporated or deemed to be
incorporated by reference in this prospectus. You should read this prospectus
and any prospectus supplement, as well as thedocuments incorporated or deemed
to be incorporated by reference in this prospectus and any prospectus
supplement, carefully before you invest.
We or any selling security holder may offer and sell these securities to or
through one or more underwriters, dealers and agents, or directlyto
purchasers, on a continuous or delayed basis.
Our principal executive offices are located at 3600 Las Vegas Boulevard South,
LasVegas, Nevada, 89109. Our telephone number is (702)
693-7120.
Neither the Securities andExchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
None of the Nevada Gaming Commission, the Nevada State Gaming Control Board,
the New Jersey Casino Control Commission, the New Jersey Divisionof Gaming
Enforcement, the Michigan Gaming Control Board, the Mississippi Gaming
Commission, the Maryland Lottery and Gaming Control Commission, the
Massachusetts Gaming Commission, the New York State Gaming Commission, the
Ohio State RacingCommission, the Ohio Lottery Commission nor any other gaming
authority has passed upon the accuracy or adequacy of this prospectus or the
investment merits of the securities offered. Any representation to the
contrary is unlawful. The AttorneyGeneral of the State of New York has not
passed upon or endorsed the merits of this offering. Any representation to the
contrary is unlawful.
The date ofthis prospectus is February 23, 2024
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TABLE OF CONTENTS
Page
About This Prospectus 1
Cautionary Statement Concerning Forward-Looking Statements 2
Business 5
Risk Factors 6
Use of Proceeds 7
Description of Securities 8
Selling Security Holders 9
Plan of Distribution 10
Legal Matters 11
Experts 12
Where You Can Find More Information 13
Incorporation of Certain Information By Reference 14
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ABOUT THIS PROSPECTUS
This prospectus is part of an automatic shelf registration statement on Form
S-3
that we filed withthe Securities and Exchange Commission (the "SEC"), as a
"well-known seasoned issuer" as defined in Rule 405 under the Securities Act
of 1933, as amended (the "Securities Act"). By using a shelf registration
statement,we may sell, at any time and from time to time, in one or more
offerings, one or any combination of the securities described in this
prospectus and any accompanying prospectus supplement. As allowed by the SEC
rules, this prospectus and anyaccompanying prospectus supplement does not
contain all of the information included in the registration statement. For
further information, we refer you to the registration statement, including its
exhibits, as well as any accompanying prospectussupplement and any documents
incorporated by reference herein or therein. Statements contained in this
prospectus and any accompanying prospectus supplement about the provisions or
contents of any agreement or other document are not necessarilycomplete. If
the SEC's rules and regulations require that an agreement or document be filed
as an exhibit to the registration statement, please see that agreement or
document for a complete description of the related matters.
You should read this prospectus and any prospectus supplement together with
any documents incorporated by reference and any additionalinformation you may
need to make your investment decision. You should also read and carefully
consider the information in the documents we have referred you to in "Where
You Can Find More Information" and "Incorporation byReference" below.
Information incorporated by reference after the date of this prospectus is
considered a part of this prospectus and may add, update or change information
contained in this prospectus. The information in this prospectus,
anyaccompanying prospectus supplement or any document incorporated by
reference herein or therein by reference is accurate only as of the date
contained on the cover of such documents. Neither the delivery of this
prospectus nor any accompanyingprospectus supplement, nor any sale made under
this prospectus and any accompanying prospectus supplement will, under any
circumstances, imply that the information in this prospectus or any
accompanying prospectus supplement is correct as of anydate after this
prospectus or any accompanying prospectus supplement. Our business, financial
condition and results of operations may have changed since that date. Any
information in such subsequent filings that is inconsistent with this
prospectusor any accompanying prospectus supplement will supersede the
information in this prospectus or any accompanying prospectus supplement.
You should rely only on the information incorporated by reference or provided
in this prospectus and any accompanying prospectus supplement.
We have not authorized anyone else to provide you with other information. We
are not making an offer to sell these securities in anyjurisdiction where the
offer or sale is not permitted.
Unless otherwise stated, or the context otherwise requires, references in
thisprospectus to "we," "us," "our," "our company" or "the company" are to MGM
Resorts International and its consolidated subsidiaries.
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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus includes or incorporates by reference "forward-looking
statements" within the meaning of the U.S. PrivateSecurities Litigation Reform
Act of 1995, Section 27A of the Securities Act and Section 21E of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act").
Forward-looking statements can be identified by words suchas "anticipates,"
"intends," "plans," "seeks," "believes," "estimates," "expects," "will," "may"
and similar references to future periods. Examples offorward-looking
statements include, but are not limited to: expectations regarding the impact
of macroeconomic trends on our business; our ability to execute on ongoing and
future strategic initiatives, including the development of an integratedresort
in Japan, a commercial gaming facility in New York, expectations regarding the
potential opportunity for gaming expansion in Dubai, and investments we make
in online sports betting and iGaming, the expansion of LeoVegas and the MGM
digitalbrand; positioning BetMGM as a leader in sports betting and iGaming;
amounts we will spend on capital expenditures and investments; our
expectations with respect to future share repurchases and cash dividends on
our common stock; dividends anddistributions we will receive from MGM China;
amounts projected to be realized as deferred tax assets; our ability to
achieve our public social impact and sustainability goals; the impact to our
business, operations and reputation from, and expensesand uncertainties
associated with, the cybersecurity issue; and the availability of
cybersecurity insurance proceeds and the nature and scope of any claims,
litigation or regulatory proceedings that may be brought against us. The
foregoing is not acomplete list of all forward-looking statements we make.
Forward-looking statements are based on our current expectations and
assumptionsregarding our business, the economy and other future conditions.
Because forward-looking statements relate to the future, they are subject to
inherent uncertainties, risks, and changes in circumstances that are difficult
to predict. Our actualresults may differ materially from those contemplated by
the forward-looking statements. They are neither statements of historical fact
nor guarantees or assurances of future performance. Therefore, we caution you
against relying on any of theseforward-looking statements. Important factors
that could cause actual results to differ materially from those in the
forward-looking statements include, but are not limited to, regional, national
or global political, economic, business, competitive,market, and regulatory
conditions and the following:
. our substantial indebtedness and significant financial commitments,
including the fixed component of our rentpayments under our
triple-net
leases and guarantees we provide of the indebtedness of the landlords of Bellagio, Mandalay Bay and MGM Grand Las Vegas
could adversely affect our development options andfinancial results and impact our ability to satisfy our obligations;
. current and future economic, capital and credit market conditions
could adversely affect our ability to serviceour substantial
indebtedness and significant financial commitments, including the fixed
components of our rent payments, and to make planned expenditures;
. restrictions and limitations in the agreements governing our senior credit facility and other senior indebtednesscould
significantly affect our ability to operate our business, as well as significantly affect our liquidity;
. the fact that we are required to pay a significant portion of our cash flows as rent, which could adverselyaffect our ability
to fund our operations and growth, service our indebtedness and limit our ability to react to competitive and economic changes;
. significant competition we face with respect to destination travel locations
generally and with respect to ourpeers in the industries in which we compete;
. the impact on our business of economic and market conditions in the jurisdictions
in which we operate and in thelocations in which our customers reside;
. the fact that we suspended our payment of ongoing regular dividends to our stockholders,
and may not elect toresume paying dividends in the foreseeable future or at all;
. all of our domestic gaming facilities are leased and could experience risks associated with leased
property,including risks relating to lease termination, lease extensions, charges and our relationship
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with the lessor, which could have a material adverse effect on our business, financial position or results of operations;
. financial, operational, regulatory or other potential challenges that may arise with
respect to landlords underour master leases, may adversely impair our operations;
. the concentration of a significant number of our major gaming resorts on the Las Vegas Strip;
. the fact that we extend credit to a large portion of our customers and we may not be able to collect such gamingreceivables;
. the occurrence of impairments to goodwill, indefinite-lived intangible
assets or long-lived assets which couldnegatively affect future profits;
. the fact that
co-investing
in properties or businesses, including ourinvestment in BetMGM, decreases our ability to manage risk;
. the fact that future construction, development, or expansion projects
will be subject to significant developmentand construction risks;
. the fact that our insurance coverage may not be adequate to cover all possible losses that our properties couldsuffer,
our insurance costs may increase and we may not be able to obtain similar insurance coverage in the future;
. the fact that a failure to protect our intellectual property could have a
negative impact on the value of ourbrand names and adversely affect our business;
. the fact that a significant portion of our labor force is covered by collective bargaining agreements;
. the sensitivity of our business to energy prices and a rise in energy prices could harm our operating results;
. the failure of future efforts to expand through investments in other businesses and properties
or throughalliances or acquisitions, or to divest some of our properties and other assets;
. the failure to maintain the integrity of our information and other
systems and internal customer informationcould result in damage
to our reputation and/or subject us to fines, payment of damages,
lawsuits or other restrictions on our use or transfer of data;
. reputational harm as a result of increased scrutiny related to our corporate social responsibility efforts;
. we may not achieve our social impact and sustainability related goals or that our social
impact andsustainability initiatives may not result in their intended or anticipated benefits;
. extreme weather conditions or climate change may cause property damage or interrupt business;
. water scarcity could negatively impact our operations;
. the fact that our businesses are subject to extensive regulation and the cost of
compliance or failure to complywith such regulations could adversely affect our business;
. the risks associated with doing business outside of the United States and the impact of any
potential violationsof the Foreign Corrupt Practices Act or other similar anti-corruption laws;
. increases in taxes and fees, including gaming taxes in the jurisdictions in which we operate;
. our ability to recognize our foreign tax credit deferred tax asset and the
variability of the valuation allowancewe may apply against such deferred tax asset;
. changes to fiscal and tax policies;
. risks related to pending claims that have been, or future claims that may be brought against us;
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. disruptions in the availability of our information and other systems (including
our website and digital platform)or those of third parties on which we rely,
through cyber-attacks or otherwise, which could adversely impact our ability
to service our customers and affect our sales and the results of operations;
. impact to our business, operations, and reputation from, and expenses and uncertainties associated with, acybersecurity
incident, including the cybersecurity issue that occurred in September 2023 where we identified a cybersecurity issue
involving unauthorized access to certain of our U.S. systems by criminal actors, and any related legal proceedings,other
claims or investigations, and costs of remediation, restoration, or enhancement of information technology systems;
. the availability of cybersecurity insurance proceeds;
. restrictions on our ability to have any interest or involvement in gaming businesses
in mainland China, Macau,Hong Kong and Taiwan, other than through MGM China;
. the ability of the Macau government to (i) terminate MGM Grand
Paradise's concession under certaincircumstances without
compensating MGM Grand Paradise, (ii) from the eighth year of MGM
Grand Paradise's concession, redeem the concession by providing
MGM Grand Paradise at least one year's prior notice and subject
to the payment ofreasonable and fair damages or indemnity
to MGM Grand Paradise, or (iii) refuse to grant MGM Grand
Paradise an extension of the concession prior to its expiry; and
. the potential for conflicts of interest to arise because certain of our directors and officers are also directorsof MGM China.
The forward-looking statements included or incorporated herein are made only
as of the date of thisprospectus, any prospectus supplement or as of the date
of the documents incorporated by reference. Other factors or events not
identified above could also cause our actual results to differ materially from
those projected. Most of those factors andevents are difficult to predict
accurately and are generally beyond our control. A detailed discussion of
these and other risks and uncertainties that could cause actual results and
events to differ materially from such forward-looking statements isincluded in
Part I, Item 1A of our Annual Report on Form
10-K
for the fiscal year ended December 31, 2023 in the section titled "Risk
Factors" and as may be included from time to time in ourreports filed with the
SEC. We undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future developments or
otherwise, except as may be required by law. If we update one or moreforward-loo
king statements, no inference should be made that we will make additional
updates with respect to those or other forward-looking statements.
You should also be aware that while we from time to time communicate with
securities analysts, we do not disclose to them any material
non-public
information, internal forecasts or other confidential business information.
Therefore, you should not assume that we agree with any statement or report
issued by any analyst, irrespective of the contentof the statement or report.
To the extent that reports issued by securities analysts contain projections,
forecasts or opinions, those reports are not our responsibility and are not
endorsed by us.
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BUSINESS
MGM Resorts International is a Delaware corporation incorporated in 1986 is a
global gaming and entertainment company with domestic andinternational
locations featuring hotels and casinos, convention, dining, and retail
offerings, and sports betting and online gaming operations.
As of December 31, 2023, our domestic casino resorts include the following
integrated casino, hotel and entertainment resorts in LasVegas, Nevada: Aria
(including Vdara), Bellagio, The Cosmopolitan of Las Vegas, MGM Grand Las
Vegas (including The Signature), Mandalay Bay, Luxor, New
York-New
York, Park MGM, and Excalibur. We also operateMGM Grand Detroit in Detroit,
Michigan, MGM National Harbor in Prince George's County, Maryland, MGM
Springfield in Springfield, Massachusetts, Borgata in Atlantic City, New
Jersey, Empire City in Yonkers, New York, MGM Northfield Park inNorthfield
Park, Ohio, and Beau Rivage in Biloxi, Mississippi. Additionally, we operate
The Park, a dining and entertainment district located between New
York-New
York and Park MGM. We lease the real estateassets of our domestic properties
pursuant to
triple-net
lease agreements.
We have an approximate56% controlling interest in MGM China Holdings Limited
(together with its subsidiaries, "MGM China"), which owns MGM Grand Paradise,
S.A. ("MGM Grand Paradise"). MGM Grand Paradise owns and operates MGM Macau
and MGM Cotai, twointegrated casino, hotel and entertainment resorts in Macau,
as well as the related gaming concession and land concessions.
We also ownLV Lion Holding Limited ("LeoVegas"), a consolidated subsidiary
that has global online gaming operations headquartered in Sweden and Malta.
Additionally, we and our venture partner, Entain plc, each have a 50%
ownership interest in BetMGM,LLC ("BetMGM"), an unconsolidated affiliate,
which provides online sports betting and gaming in certain jurisdictions in
the United States. We also have a 50% ownership interest in Osaka IR KK, an
unconsolidated affiliate, which, inSeptember 2023, signed an agreement with
Osaka Prefecture and Osaka City to implement an area development plan for the
development of an integrated resort in Osaka, Japan.
Our corporate office is located at 3600 Las Vegas Boulevard South in Las
Vegas, Nevada and our phone number is (702)
693-7120.
Our website address is http://www.mgmresorts.com. The information on, or
accessible through, our website is not part of or incorporated by reference
into this prospectus.
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RISK FACTORS
Investing in our securities involves a high degree of risk. You should
carefully consider the risks described under "Risk Factors"in Item 1A of our
most recent Annual Report on Form
10-K
and Item 1A of each subsequently filed Quarterly Report on Form
10-Q
and in the other documents incorporated byreference into this prospectus, as
well as the other information contained or incorporated by reference in this
prospectus and in any accompanying prospectus supplement before making a
decision to invest in our securities. See "Where You CanFind More Information"
and "Incorporation by Reference."
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USE OF PROCEEDS
Except as otherwise provided in the applicable prospectus supplement, we
expect to use the net proceeds from the sale of the securities forgeneral
corporate purposes, which may include reducing our outstanding indebtedness,
increasing our working capital, or funding acquisitions and capital
expenditures, subject to the terms of our senior credit facility and our other
indebtedness.Additional information on the use of net proceeds from the sale
of securities offered by this prospectus may be set forth in the applicable
prospectus supplement relating to such offering.
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DESCRIPTION OF SECURITIES
We will set forth in the applicable prospectus supplement a description of the
debt securities, guarantees of debt securities, common stock,warrants, units,
rights to purchase common stock and securities purchase contracts that may be
offered under this prospectus.
Debtsecurities will be governed by and issued under one or more indentures
between us and U.S. Bank National Association, as trustee, or another trustee
named in the prospectus supplement, which may include the indenture between us
and U.S. BankNational Association, as trustee, the form of which is filed as
an exhibit to the registration statement of which this prospectus is a part
(the "Indenture"). Unless we specify otherwise in the applicable prospectus
supplement, theIndenture is a contract between us, as obligor, U.S. Bank
National Association, as trustee, or another trustee chosen by us and
qualified to act under the Trust Indenture Act of 1939, and any of our
subsidiaries which guarantee our obligations underthe applicable indenture.
Any supplemental indenture relating to the Indenture will be filed in the
future with the SEC. See "Where You Can Find Additional Information" for
information on how to obtain a copy.
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SELLING SECURITY HOLDERS
Information about selling securityholders, where applicable, will be set forth
in an accompanying prospectus supplement, in a post-effectiveamendment, or in
filings we make with the SEC under the Exchange Act that are incorporated by
reference into this prospectus.
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PLAN OF DISTRIBUTION
We and the selling securityholders may offer and sell these securities to or
through one or more underwriters, dealers and agents, or directlyto
purchasers, on a continuous or delayed basis. We will provide the specific
plan of distribution for any securities to be offered in an accompanying
prospectus supplement.
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LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for us by
Milbank LLP, New York, New York.
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EXPERTS
The financial statements of MGM Resorts International incorporated by
reference in this prospectus, and the effectiveness of MGM ResortsInternational'
s internal control over financial reporting, have been audited by Deloitte &
Touche LLP, an independent registered public accounting firm, as stated in
their reports. Such financial statements are incorporated byreference in
reliance upon the reports of such firm, given their authority as experts in
accounting and auditing.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. The SEC maintains an Internet web sitethat contains
reports, proxy and information statements, and other information regarding
issuers, including us, that file electronically with the SEC. The public can
obtain any documents that we file electronically with the SEC athttp://www.sec.g
ov.
We also make available, free of charge, on or through our Internet web site
(http://www.mgmresorts.com) our AnnualReports on Form
10-K,
Quarterly Reports on Form
10-Q,
Current Reports on Form
8-K,
Proxy Statements on Schedule 14A and, ifapplicable, amendments to those
reports filed or furnished pursuant to Section 13(a) of the Exchange Act, as
soon as reasonably practicable after we electronically file such material
with, or furnish it to, the SEC. Our web site and theinformation contained on
our web site, or connected to our web site, are not incorporated into and are
not a part of this prospectus. In addition, you may request copies of these
filings at no cost through our Secretary: John McManus, Chief Legaland
Administrative Officer and Secretary, MGM Resorts International, 3600 Las
Vegas Boulevard South, Las Vegas, Nevada 89109; telephone number: (702)
693-7120.
We filed a registration statement and related exhibits on Form
S-3
relating to the securities coveredby this prospectus. You may obtain the
registration statement and its exhibits without charge at http://www.sec.gov.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We incorporate by reference the documents listed below and any future filings
made with the SEC by us under Sections 13(a), 13(c), 14 or 15(d)of the
Exchange Act, until the completion of this offering (except any portions of
such filings that are not deemed to be filed under such sections):
. Our Annual Report on
Form
10-K
for the fiscal year ended December 31, 2023 filed on February 23, 2024;
. The information responsive to Part III of Form
10-K
for the fiscal yearended December 31, 2022 provided in our Proxy Statement on
Schedule 14A
filed on March 23, 2023;
. Our Current Report on Form
8-K
filed on
February
14, 2024
; and
. The description of our common stock
contained in our Registration Statement on
Form
8-A/A
filed with the SEC on May 11, 2005, including any amendments or reports filed for the purpose
of updating such description (including the "Description of MGM Common Stock" included as
Exhibit 4.3
to our Annual Report on
Form
10-K
for the fiscal year ended December 31,
2023 filed on February 23, 2024).
All documents and reports filed by us pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this prospectus and on or
beforethe time that an offering of securities is complete are deemed to be
incorporated by reference in this prospectus from the date of filing of such
documents or reports, except as to any portion of any future document or
report which is not deemed tobe filed under those sections. Any statement
contained in a document incorporated or deemed to be incorporated by reference
in this prospectus will be deemed to be modified or superseded for purposes of
this prospectus to the extent that anystatement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference in this prospectus modifies or supersedes such
statement. Any statement so modified or superseded will not be deemed,except
as so modified or superseded, to constitute a part of this prospectus.
Any person receiving a copy of this prospectus may obtain, without charge,upon
written or oral request, a copy of any of the documents incorporated by
reference except for the exhibits to such documents (other than the exhibits
expressly incorporated in such documents by reference). To obtain copies of
these filings, see"Where You Can Find More Information."
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$675,000,000
MGM Resorts International
% Senior Notes due 2029
ProspectusSupplement
Joint Bookrunners
BofA Securities
J.P.Morgan
Barclays
BNP PARIBAS
Citigroup
Citizens Capital Markets
Deutsche Bank Securities
Fifth Third Securities
Morgan Stanley
Scotiabank
SMBC Nikko
Truist Securities
Co-Managers
Goldman Sachs & Co. LLC
PNC Capital Markets LLC
US Bancorp
Wells FargoSecurities
CBRE
Valtus Capital Group
, 2024
{graphic omitted}
{graphic omitted}