Current Report Filing (8-k)
February 01 2016 - 4:52PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 28, 2016
MGM RESORTS INTERNATIONAL
(Exact name of registrant as specified in its charter)
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DELAWARE |
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001-10362 |
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88-0215232 |
(State or other jurisdiction
of incorporation) |
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(Commission
file number) |
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(I.R.S. employer
identification no.) |
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3600 Las Vegas Boulevard South,
Las Vegas, Nevada |
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89109 |
(Address of principal executive offices) |
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(Zip code) |
(702) 693-7120
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report.)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On January 28, 2016, MGM National Harbor, LLC (the Company), a subsidiary of MGM Resorts International, entered into a credit agreement (the
Credit Agreement), by and among the Company, certain lenders party thereto and Bank of America, N.A., as administrative agent. The Credit Agreement is comprised of a $425 million term loan A facility and a $100 million revolving
facility. The revolving and term loan A facilities will initially bear interest at a LIBOR rate plus an additional rate ranging from 2.00% to 2.25% per annum (determined based on a consolidated total leverage ratio). The term loan A and
revolving facilities are scheduled to mature in January 2021.
The Credit Agreement contains customary representations and warranties, events of default,
affirmative covenants and negative covenants, which impose restrictions on, among other things, the ability of the Company and its restricted subsidiaries to make investments, pay dividends, sell assets, and to incur additional debt and additional
liens. In addition, the Credit Agreement requires the Company and its restricted subsidiaries to maintain a maximum consolidated total leverage ratio and a minimum consolidated interest coverage ratio. In addition, borrowings under the Credit
Agreement are subject to a customary in balance test (as defined in the Credit Agreement), which looks to the sufficiency of the Companys available resources to complete the MGM National Harbor casino resort.
The Credit Agreement is secured by a leasehold mortgage on MGM National Harbor and substantially all of the existing and future property of MGM National
Harbor.
Mandatory prepayments of the Credit Agreement will be required upon the occurrence of certain events, including sales of certain assets, casualty
events and the incurrence of certain additional indebtedness, subject to certain exceptions and reinvestment rights. In addition, to the extent the Company generates excess cash flow (as defined in the Credit Agreement), a percentage of such excess
cash flow (ranging from 0% to 50% based on a consolidated total leverage ratio) will be required to prepay the Credit Agreement.
The representations,
warranties and covenants contained in the Agreement were made only for purposes of the Credit Agreement and as of the specific date (or dates) set forth therein, and were solely for the benefit of the parties to the Credit Agreement and are subject
to certain limitations as agreed upon by the contracting parties. In addition, the representations, warranties and covenants contained in the Credit Agreement may be subject to standards of materiality applicable to the contracting parties that
differ from those applicable to investors. Investors are not third-party beneficiaries of the Credit Agreement and should not rely on the representations, warranties and covenants contained therein, or any descriptions thereof, as characterizations
of the actual state of facts or conditions of MGM Resorts International or the Company.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by reference into this
Item 2.03.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: February 1, 2016
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MGM Resorts International |
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By: |
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/s/ Andrew Hagopian III |
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Name: Andrew Hagopian III
Title: Senior Vice President, Assistant General Counsel & Assistant Secretary |
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