Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
May 01 2015 - 05:04PM
Edgar (US Regulatory)
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment
No. __)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant
[x]
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
[X] |
Definitive Additional Materials |
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Soliciting Material Under Rule 14a-12 |
MGM Resorts International
(Name of Registrant as Specified In Its Charter)
Land & Buildings Investment Management,
LLC
Land & Buildings Capital Growth Fund,
L.P.
Jonathan Litt
Matthew J. Hart
Richard Kincaid
Marc A. Weisman
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (check the appropriate
box):
[X] |
No fee required. |
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Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11. |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act |
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the |
filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Land and Buildings Comments on Statement
from Tracinda Corporation
Stamford, CT (May 1, 2015) – Land and Buildings
today issued the following comment on the statement issued by Tracinda Corporation (“Tracinda”) regarding MGM Resorts
International (NYSE: MGM) (“MGM”).
“We are encouraged by Tracinda’s
comments regarding their support of evaluating all avenues to deliver value at MGM, including a potential REIT conversion, as well
as their commitment to the highest standard of compensation practices. It has been our stance all along that unlocking value needs
to be a focus of MGM’s board, and based on our analysis in consultation with advisors, we believe the net asset value of
MGM is in the range of $30-$33 a share – representing significant upside to the current share price. However, we also believe
that with their deep experience our board nominees are uniquely positioned to help drive a credible review of the options at MGM
and ensure that the best ideas prevail. Given the lack of urgency MGM has demonstrated to date around exploring ways to enhance
shareholder value, we believe that the addition of new voices and skill sets to the board of MGM is needed, and needed now.”
About Land and Buildings:
Land and Buildings is a registered investment manager specializing
in publicly traded real estate and real estate related securities. Land and Buildings seeks to deliver attractive risk adjusted
returns by opportunistically investing in securities of global real estate and real estate related companies, leveraging its investment
professionals' deep experience, research expertise and industry relationships.
Investor Contact:
Scott Winter / Jonathan Salzberger
Innisfree M&A Incorporated
212-750-5833
Media Contact:
Elliot Sloane / Dan Zacchei
Sloane & Company
212-486-9500
Esloane@sloanepr.com or
Dzacchei@sloanepr.com
LAND & BUILDINGS CAPITAL GROWTH FUND, L.P., LAND & BUILDINGS
INVESTMENT MANAGEMENT, LLC AND JONATHAN LITT (COLLECTIVELY, "LAND & BUILDINGS") AND MATTHEW J. HART, RICHARD KINCAID
AND MARC A. WEISMAN (TOGETHER WITH LAND & BUILDINGS, THE "PARTICIPANTS") FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
(THE "SEC") ON APRIL 16, 2015 A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING FORM OF PROXY CARD TO BE USED IN CONNECTION
WITH THE PARTICIPANTS' SOLICITATION OF PROXIES FROM THE STOCKHOLDERS OF MGM RESORTS INTERNATIONAL (THE "COMPANY") FOR
USE AT THE COMPANY'S 2015 ANNUAL MEETING OF STOCKHOLDERS (THE "PROXY SOLICITATION"). ALL STOCKHOLDERS OF THE COMPANY
ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE PROXY SOLICITATION BECAUSE THEY
CONTAIN
IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS. THE DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING
PROXY CARD HAVE BEEN FURNISHED TO SOME OR ALL OF THE COMPANY'S STOCKHOLDERS AND ARE, ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE
AT NO CHARGE ON THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV/. IN ADDITION, INNISFREE M&A INCORPORATED, LAND & BUILDING'S PROXY
SOLICITOR, WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD WITHOUT CHARGE UPON REQUEST.
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