LAS VEGAS, April 6, 2016 /PRNewswire/ -- MGM Resorts
International (NYSE: MGM) (the "Company") today announced that its
indirect wholly-owned subsidiaries, MGP Escrow Issuer, LLC (the
"Issuer") and MGP Escrow Co-Issuer, Inc. (the "Co-Issuer" and,
together with the Issuer, the "Issuers"), have priced $1.05 billion in aggregate principal amount of
5.625% senior notes due 2024 (the "notes") in a private placement
at par. The notes have been offered in connection with
the formation of MGM Growth Properties LLC ("MGP"), a real estate
investment trust that will be a subsidiary of the Company.
Following the consummation of certain formation transactions, the
Issuer will be merged with and into MGM Growth Properties Operating
Partnership LP (the "OP"). The offering is expected to close on
April 20, 2016, subject to customary
closing conditions.
The Issuers plan to use the net proceeds, together with the
proceeds from other anticipated financings in connection with the
formation transactions, to refinance indebtedness assumed by the OP
from the Company in connection with the formation transactions, and
to pay related fees and expenses.
The notes proposed to be offered will not be registered under
the Securities Act of 1933, as amended (the "Securities Act"), or
any state securities laws and may not be offered or sold in
the United States or to any U.S.
persons absent registration under the Securities Act, or pursuant
to an applicable exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and
applicable state securities laws. The notes have been offered
only to "qualified institutional buyers" under Rule 144A of
the Securities Act or, outside the United
States, to persons other than "U.S. persons" in compliance
with Regulation S under the Securities Act.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the notes, nor shall there be any
offer, solicitation or sale of any notes in any jurisdiction in
which such offer, solicitation or sale would be unlawful. The
Company gives no assurance that the proposed offering can be
completed on any terms.
Statements in this release that are not historical facts are
"forward-looking" statements and "safe harbor statements" within
the meaning of the Private Securities Litigation Reform Act of 1995
that involve risks and/or uncertainties, including those described
in the Company's public filings with the Securities and Exchange
Commission. The Company has based forward-looking statements
on management's current expectations and assumptions and not on
historical facts. Examples of these statements include, but are not
limited to, the completion of the formation transactions associated
with MGP and the related financing transactions, including the
closing of the private placement. These forward-looking statements
involve a number of risks and uncertainties. Among the important
factors that could cause actual results to differ materially from
those indicated in such forward-looking statements include effects
of economic conditions and market conditions in the markets in
which the Company operates and competition with other destination
travel locations throughout the United
States and the world, the design, timing and costs of
expansion projects, risks relating to international operations,
permits, licenses, financings, approvals and other contingencies in
connection with growth in new or existing jurisdictions and
additional risks and uncertainties described in the Company's Form
10-K, Form 10-Q and Form 8-K reports (including all amendments to
those reports). In providing forward-looking statements, the
Company is not undertaking any duty or obligation to update these
statements publicly as a result of new information, future events
or otherwise, except as required by law. If the Company updates one
or more forward-looking statements, no inference should be drawn
that it will make additional updates with respect to those other
forward-looking statements.
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SOURCE MGM Resorts International