MGM Resorts International Commences Tender Offers and Consent
Solicitations for Its Senior Secured Notes as Part of Comprehensive
Refinancing Transaction
LAS VEGAS, Dec. 6, 2012 /PRNewswire/ -- MGM Resorts
International (NYSE: MGM) today announced the commencement of a
comprehensive refinancing transaction consisting of:
- Cash tender offers and consent solicitations for any and all of
its outstanding senior secured notes;
- $4.0 billion amended and restated
senior secured credit facility, which will include a revolving
facility, term loan A and term loan B tranches; and
- $1.0 billion of senior unsecured
notes.
The Company announced cash tender offers for any and all of its
$750,000,000 outstanding principal
amount of 13% Senior Secured Notes due 2013 (the "2013 Notes"),
$650,000,000 outstanding principal
amount of 10.375% Senior Secured Notes due 2014 (the "2014 Notes"),
$850,000,000 outstanding principal
amount of 11.125% Senior Secured Notes due 2017 (the "2017 Notes")
and $845,000,000 outstanding
principal amount of 9% Senior Secured Notes due 2020 (the "2020
Notes" and, together with the 2013 Notes, the 2014 Notes and the
2017 Notes, the "Notes") and its solicitation of consents from the
holders of the Notes to adopt certain amendments to the indentures
governing the Notes.
The following table sets forth the Notes subject to the tender
offers and consent solicitations:
CUSIP
No./ISIN
|
Title
of Security
|
Outstanding Principal Amount
|
Tender
Offer Consideration*
|
Consent
Payment*
|
Total
Consideration*
|
552953BE0/
US552953BE00,
USU5928TAH42
|
13% Senior
Secured Notes due 2013
|
$750,000,000
|
$1,080.84
|
$30.00
|
$1,110.84
|
552953BH3/
US552953BH31
|
10.375%
Senior Secured Notes due 2014
|
$650,000,000
|
$1,104.82
|
$30.00
|
$1,134.82
|
552953BJ9/
US552953BJ96
|
11.125%
Senior Secured Notes due 2017
|
$850,000,000
|
$1,067.66
|
$30.00
|
$1,097.66
|
55303QAD2/
US55303QAD25
|
9% Senior
Secured Notes due 2020
|
$845,000,000
|
$1,116.76
|
$30.00
|
$1,146.76
|
* Per
$1,000 principal amount of Notes.
|
The tender offers are scheduled to expire at 11:59 P.M., New York
City time, on January 4, 2013,
unless extended or earlier terminated (the "Expiration
Time"). Holders who validly tender their Notes and deliver
their consents by 5:00 P.M.,
New York City time, on
December 19, 2012, unless extended or
earlier terminated (the "Consent Payment Deadline"), will receive
the Total Consideration defined above if such Notes are accepted
for purchase, which includes a payment of $30.00 per $1,000
principal amount of Notes (the "Consent Payment"). Holders
who validly tender their Notes and deliver their consents after the
Consent Payment Deadline but before the Expiration Time will
receive the Tender Offer Consideration defined above, if such Notes
are accepted for purchase. Holders whose tendered Notes are
accepted for purchase will also receive accrued and unpaid interest
from the last applicable interest payment date to, but not
including, the Initial Settlement Date (as defined below) or the
Final Settlement Date (as defined below), as the case may be, for
the Notes purchased in the tender offers.
Holders who validly tender their Notes and deliver their
consents by the Consent Payment Deadline (and do not validly
withdraw their Notes or revoke their consents) and whose Notes are
accepted for purchase, will, if the Company so elects, receive
their applicable Total Consideration on a business day following
the Consent Payment Deadline and the satisfaction or waiver of the
conditions to the consummation of the tender offers, which date is
expected to be December 20, 2012 (the
"Initial Settlement Date"). Holders who validly tender their
Notes and deliver their consents after the Consent Payment Deadline
but by the Expiration Time, and whose Notes are accepted for
purchase, will receive their applicable Tender Offer Consideration
promptly after the Expiration Time, which date is expected to be
January 7, 2013 (the "Final
Settlement Date"). The consents are being solicited to
eliminate substantially all of the restrictive covenants, certain
related events of default and certain other provisions contained in
the indentures governing the Notes. Holders may not tender their
Notes without delivering consents or deliver consents without
tendering their Notes.
The Company expects to use the net proceeds of the senior
unsecured notes offering and new senior secured credit facility,
together with cash on hand, to pay the Total Consideration.
The tender offers are subject to the satisfaction or waiver of
certain conditions, including the consummation of these financing
transactions and general conditions.
Noteholders may withdraw tenders and revoke consents at any time
prior to the earlier of (1) 5:00
p.m., New York City time,
on December 19, 2012 (which may be
extended by the Company in its sole discretion) and (2) the date on
which a supplemental indenture applicable to their series of Notes
is executed (the "Effective Time"), which is expected to promptly
follow receipt of the consents of a majority of the Notes
outstanding of any applicable class voting together under an
indenture.
The Company has retained J.P. Morgan Securities LLC, Barclays
Capital Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Deutsche Bank Securities Inc., BNP Paribas Securities
Corp. and RBS Securities Inc. to serve as the Joint Dealer Managers
and Solicitation Agents for the tender offers and consent
solicitations. Questions regarding the tender offers and
consent solicitations may be directed either to J.P. Morgan
Securities LLC, 383 Madison Avenue, 3rd Floor, New York, NY 10179, Attention: Syndicate Desk,
or by calling toll free: 1-800-245-8812, or to Barclays Capital
Inc., 745 Seventh Avenue, 5th Floor, New York, NY 10019,
Attention: Liability Management Group, or by calling toll free:
1-800-438-3242 or collect: 1-212-528-7581. You may also contact
your broker, dealer, commercial bank or trust company or other
nominee for assistance.
The senior unsecured notes are being offered pursuant to an
effective shelf registration statement and a prospectus for such
offering may be obtained from either Barclays Capital Inc. at c/o
Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, or by calling
toll free 1-888-603-5847 or by emailing
barclaysprospectus@broadridge.com or J.P. Morgan Securities LLC,
383 Madison Avenue, 3rd Floor, New York,
NY 10179, Attention: Syndicate Desk, or by calling
toll free: 1-800-245-8812.
The complete terms and conditions of the tender offers and
consent solicitations are described in the Offers to Purchase and
Consent Solicitations Statement, dated December 6, 2012, and the related Consent and
Letter of Transmittal, copies of which may be obtained by
contacting Global Bondholder Services Corporation as Tabulation
Agent and Information Agent, at (866) 540-1500 (U.S. toll-free) or
(212) 430-3774 (banks and brokers). The Offer to Purchase and
related Consent and Letter of Transmittal also address certain U.S.
federal income tax consequences. Holders should seek their own
advice based on their particular circumstances from an independent
tax advisor.
None of the Company, the Joint Dealer Managers and Solicitation
Agents, the Information Agent, Global Bondholder Services, as the
Tender Agent, or U.S. Bank National Association, as Trustee, makes
any recommendation as to whether holders should tender their Notes
pursuant to the tender offers or consent to the proposed amendments
to the indentures, and no one has been authorized by any of them to
make such recommendations. Holders must make their own
decisions as to whether to tender Notes and deliver consents, and,
if so, the principal amount of Notes to tender.
This press release is for informational purposes only and does
not constitute an offer to purchase, a solicitation of an offer to
sell nor a solicitation of consents with respect to, any Notes or
other securities, nor shall there be any purchase of Notes or
solicitation of consents in any state or jurisdiction in which such
offer, solicitation or purchase would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction. The tender offers and consent solicitations are
being made solely by the Offers to Purchase and Consent
Solicitations Statement dated December 6,
2012 and the related Consent and Letter of
Transmittal. In any jurisdiction where the laws require the
tender offers and consent solicitations to be made by a licensed
broker or dealer, they will be deemed made on behalf of the Company
by Joint Dealer Managers and Solicitation Agents or one or more
registered brokers or dealers under the laws of such
jurisdiction. The tender offers and consent solicitations are
not being made in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the laws of such
jurisdiction.
About MGM Resorts International
MGM Resorts International (NYSE: MGM) is one of the world's
leading global hospitality companies, operating a peerless
portfolio of destination resort brands, including Bellagio, MGM
Grand, Mandalay Bay and The Mirage. In addition to its 51%
interest in MGM China Holdings, Limited, which owns the MGM Macau
resort and casino and is in the process of developing a gaming
resort in Cotai, the Company has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50% investments in three
other properties in Nevada and
Illinois. One of those investments
is CityCenter, an unprecedented urban resort destination on the Las
Vegas Strip featuring its centerpiece ARIA Resort & Casino.
Leveraging MGM Resorts' unmatched amenities, the M life loyalty
program delivers one-of-a-kind experiences, insider privileges and
personalized rewards for guests at the Company's renowned
properties nationwide. Through its hospitality management
subsidiary, the Company holds a growing number of development and
management agreements for casino and non-casino resort projects
around the world. MGM Resorts International supports responsible
gaming and has implemented the American Gaming Association's Code
of Conduct for Responsible Gaming at its gaming properties. The
Company has been honored with numerous awards and recognitions for
its industry-leading Diversity Initiative, its community
philanthropy programs and the Company's commitment to sustainable
development and operations. For more information about MGM Resorts
International, visit the Company's website at
www.mgmresorts.com.
Statements in this release that are not historical facts are
forward-looking statements involving risks and/or uncertainties,
including those described in the Company's public filings with the
Securities and Exchange Commission. We have 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, statements regarding
the completion of the tender offers. 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 we operate 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 our 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.
SOURCE MGM Resorts International