Item 1.01 Entry into a Material Definitive Agreement.
On August 19, 2016, MGM Resorts International (the Company) issued $500,000,000 in aggregate principal amount of its 4.625%
Senior Notes due 2026 (the Notes). The Notes were issued pursuant to the Indenture, dated as of March 22, 2012 (the Base Indenture), between the Company and U.S. Bank National Association, as trustee (the
Trustee), as supplemented by a fifth supplemental indenture, dated as of August 19, 2016 (the Fifth Supplemental Indenture), among the Company, the subsidiary guarantors named therein and the Trustee. A copy of the Fifth
Supplemental Indenture is filed herewith as Exhibit 4.1.
The Notes were offered and sold pursuant to the Companys automatic
shelf registration statement on Form S-3 (Registration No. 333-202427) (the Registration Statement) filed with the Securities and Exchange Commission (the SEC) on March 2, 2015, as amended by Post-Effective
Amendment No. 1 dated August 15, 2016, as supplemented by the final prospectus supplement, dated August 16, 2016 and filed with the SEC on August 17, 2016.
The Notes will be guaranteed, jointly and severally, on a senior basis by the Companys subsidiaries that guarantee its senior secured
credit facility and the Companys existing notes, except for Nevada Landing Partnership and MGM Elgin Sub, Inc., unless and until the Company obtains Illinois gaming approvals and except for Marina District Development Company, LLC
(MDDC) and Marina District Development Holding Co., LLC, unless and until the Company obtains New Jersey gaming approval in respect of MDDC. The Notes will not be guaranteed by the Companys foreign subsidiaries and certain
domestic subsidiaries, including MGM China Holdings Limited and its subsidiaries, MGM National Harbor, LLC, Blue Tarp reDevelopment, LLC (the subsidiary developing MGM Springfield), MGM Grand Detroit, LLC, MGM Growth Properties LLC and any of their
respective subsidiaries
The Company intends to use the net proceeds from this offering, together with cash on hand, to redeem the $743
million outstanding aggregate principal amount of its 7.625% senior notes due 2017, which are scheduled to mature on January 15, 2017. The Company will redeem the 7.625% senior notes due 2017 at a redemption price equal to 100% of the principal
amount of the notes plus an applicable make-whole premium and accrued and unpaid interest. Pending such use, the Company may invest the net proceeds in short-term interest-bearing accounts, securities or similar investments.
The above description of the Base Indenture, the Fifth Supplemental Indenture and the Notes are summaries only and are qualified in their
entirety by the terms of such agreements and instruments, respectively. The Fifth Supplemental Indenture is incorporated by reference into the Registration Statement.