LAS VEGAS, April 19, 2016 /PRNewswire/ -- MGM Resorts
International (NYSE: MGM) (the "Company") today announced the
pricing of the initial public offering of 50,000,000 Class A common
shares representing limited liability company interests (the "Class
A shares") by its subsidiary MGM Growth Properties LLC ("MGP")
at a public offering price of $21.00
per share (the "IPO") for gross proceeds of $1.05 billion. The Class A shares are
expected to begin trading on the New York Stock Exchange on
April 20, 2016 under the ticker
symbol "MGP." In addition, MGP has granted an option to the
underwriters, exercisable for the next 30 days, to purchase up to
7,500,000 additional Class A shares at the public offering
price, less the underwriting discount. The closing of the offering
is expected to occur on April 25,
2016, subject to the satisfaction of customary closing
conditions.
The proceeds of the offering will be used by MGP to purchase
operating partnership units in a newly formed operating partnership
(the "Operating Partnership") that will acquire the real
estate associated with Mandalay Bay, The Mirage, New York-New York, Luxor, Monte Carlo, Excalibur, The Park, MGM Grand
Detroit, Beau Rivage and Gold Strike Tunica from the Company (the
"Formation Transactions"). The Company will hold a 76% economic
interest in the Operating Partnership (73% if the underwriters'
option is exercised in full) and will hold the single Class B share
of MGP, which represents a majority of the total voting power of
MGP's shares.
In connection with the Formation Transactions, the Operating
Partnership will assume approximately $4.0
billion of bridge facility indebtedness from the Company,
which the Operating Partnership will repay with the proceeds of the
IPO and certain debt financings to be entered into by the Operating
Partnership on the closing date. The Company will use the
proceeds of the bridge facilities to refinance its senior secured
credit facility and repay its senior notes due in 2016.
BofA Merrill Lynch, J.P. Morgan, Morgan Stanley and Evercore ISI
are acting as joint lead book-running managers in the proposed
offering by MGP. Barclays, Citigroup and Deutsche Bank Securities
are also acting as book-running managers in the proposed offering.
BNP Paribas, Fifth Third Securities, SMBC Nikko, SunTrust Robinson
Humphrey, Credit Agricole CIB, Union Gaming, Scotiabank and
Oppenheimer & Co. Inc. are acting as co-managers in the
proposed offering.
A registration statement relating to the securities was declared
effective by the Securities and Exchange Commission. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such an offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
The offering will be made only by means of a prospectus. A copy
of the final prospectus related to the offering may be obtained,
when available, from: BofA Merrill Lynch, 222 Broadway,
New York, NY 10038, Attn:
Prospectus Department, E-mail: dg.prospectus_requests@baml.com;
J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood, New
York 11717, Telephone: (888) 803-9204; Morgan Stanley &
Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attn: Prospectus
Department; and Evercore Group L.L.C., 55 East 52nd Street, 36th
Floor, New York, New York 10055,
Attention: Equity Capital Markets. Toll-free: 1-888-387-3135,
E-mail: ecm.prospectus@evercore.com.
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. 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