LAS VEGAS, April 25, 2016 /PRNewswire/ -- MGM Resorts
International (NYSE: MGM) (the "Company") today announced that it
has completed the formation transactions to establish its
subsidiary, MGM Growth Properties LLC (NYSE: MGP, "MGP"), as a
publicly traded real estate investment trust, or REIT (the
"Formation Transactions").
In connection with the Formation Transactions, the Company
entered into a new amended and restated credit agreement and
notified holders that it will redeem for cash all
$1.23 billion aggregate principal
amount of its outstanding 7.50% Senior Notes due 2016 and its
10% Senior Notes due 2016 in accordance with the terms of the
applicable indenture. The Company's new credit facility is
comprised of a $1.2 billion revolving
credit facility and a $250 million
term loan A facility and replaces in its entirety its prior credit
agreement.
"The successful completion of creating this publicly traded
premier triple-net lease REIT has allowed MGM Resorts to highlight
the significant long term value in our real estate assets,
strengthen our balance sheet and financial flexibility, and
ultimately create sustainable shareholder value," said Jim Murren, Chairman and Chief Executive Officer
of MGM Resorts International. "We have achieved a historic
milestone at MGM Resorts, and we look forward to working with MGP
to further solidify our position as the leader in entertainment,
gaming, and hospitality.
MGP closed its initial public offering of 57,500,000 Class A
common shares representing limited liability company interests (the
"Class A shares") (inclusive of the full exercise by the
underwriters of their option to purchase 7,500,000 Class A shares)
at a public offering price of $21.00
per share (the "IPO") for proceeds of approximately $1.1 billion, after deducting underwriting
discounts and estimated offering expenses, which were used to
purchase operating partnership units in a newly formed operating
partnership (the "Operating Partnership") that acquired 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
"Contributed Properties"). The Company will hold a 73% economic
interest in the Operating Partnership and 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 assumed approximately $4.0
billion of bridge facility indebtedness from the Company,
which the Operating Partnership repaid with the proceeds of the IPO
and certain debt financings that were entered into by the Operating
Partnership on April 25, 2016.
Also in connection with the Formation Transactions, a subsidiary of
the Company entered into a master lease with MGP with respect to
the Contributed Properties. In addition, the Company entered
into a corporate services agreement and other related agreements to
provide MGP with financial, administrative and operational services
and a royalty-free intellectual property license agreement with
respect to the use of the "MGM" name, trademark and logo.
BofA Merrill Lynch, J.P. Morgan, Morgan Stanley and Evercore ISI
acted as joint lead book-running managers in MGP's IPO. Barclays,
Citigroup and Deutsche Bank Securities Inc. acted as book-running
managers in the IPO. BNP Paribas, Fifth Third Securities, SMBC
Nikko, SunTrust Robinson Humphrey, Credit Agricole CIB, Union
Gaming, Scotiabank and Oppenheimer & Co. Inc. acted as
co-managers in the IPO.
A registration statement relating to MGP's Class A shares 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 was made only by means of a prospectus. A copy of
the final prospectus related to the IPO may be obtained 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. 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