Welcome!

Microsoft Cloud Authors: Janakiram MSV, Yeshim Deniz, David H Deans, Andreas Grabner, Stackify Blog

News Feed Item

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 [email protected] 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

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

@ThingsExpo Stories
SYS-CON Events announced today that Interface Corporation will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Interface Corporation is a company developing, manufacturing and marketing high quality and wide variety of industrial computers and interface modules such as PCIs and PCI express. For more information, visit http://www.i...
SYS-CON Events announced today that MIRAI Inc. will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. MIRAI Inc. are IT consultants from the public sector whose mission is to solve social issues by technology and innovation and to create a meaningful future for people.
SYS-CON Events announced today that Fusic will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Fusic Co. provides mocks as virtual IoT devices. You can customize mocks, and get any amount of data at any time in your test. For more information, visit https://fusic.co.jp/english/.
SYS-CON Events announced today that Taica will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Taica manufacturers Alpha-GEL brand silicone components and materials, which maintain outstanding performance over a wide temperature range -40C to +200C. For more information, visit http://www.taica.co.jp/english/.
Smart cities have the potential to change our lives at so many levels for citizens: less pollution, reduced parking obstacles, better health, education and more energy savings. Real-time data streaming and the Internet of Things (IoT) possess the power to turn this vision into a reality. However, most organizations today are building their data infrastructure to focus solely on addressing immediate business needs vs. a platform capable of quickly adapting emerging technologies to address future ...
Join IBM November 1 at 21st Cloud Expo at the Santa Clara Convention Center in Santa Clara, CA, and learn how IBM Watson can bring cognitive services and AI to intelligent, unmanned systems. Cognitive analysis impacts today’s systems with unparalleled ability that were previously available only to manned, back-end operations. Thanks to cloud processing, IBM Watson can bring cognitive services and AI to intelligent, unmanned systems. Imagine a robot vacuum that becomes your personal assistant th...
In his session at @ThingsExpo, Greg Gorman is the Director, IoT Developer Ecosystem, Watson IoT, will provide a short tutorial on Node-RED, a Node.js-based programming tool for wiring together hardware devices, APIs and online services in new and interesting ways. It provides a browser-based editor that makes it easy to wire together flows using a wide range of nodes in the palette that can be deployed to its runtime in a single-click. There is a large library of contributed nodes that help so...
SYS-CON Events announced today that Daiya Industry will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Daiya Industry specializes in orthotic support systems and assistive devices with pneumatic artificial muscles in order to contribute to an extended healthy life expectancy. For more information, please visit https://www.daiyak...
What is the best strategy for selecting the right offshore company for your business? In his session at 21st Cloud Expo, Alan Winters, U.S. Head of Business Development at MobiDev, will discuss the things to look for - positive and negative - in evaluating your options. He will also discuss how to maximize productivity with your offshore developers. Before you start your search, clearly understand your business needs and how that impacts software choices.
SYS-CON Events announced today that SIGMA Corporation will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. uLaser flow inspection device from the Japanese top share to Global Standard! Then, make the best use of data to flip to next page. For more information, visit http://www.sigma-k.co.jp/en/.
SYS-CON Events announced today that Yuasa System will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Yuasa System is introducing a multi-purpose endurance testing system for flexible displays, OLED devices, flexible substrates, flat cables, and films in smartphones, wearables, automobiles, and healthcare.
SYS-CON Events announced today that B2Cloud will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. B2Cloud specializes in IoT devices for preventive and predictive maintenance in any kind of equipment retrieving data like Energy consumption, working time, temperature, humidity, pressure, etc.
SYS-CON Events announced today that NetApp has been named “Bronze Sponsor” of SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. NetApp is the data authority for hybrid cloud. NetApp provides a full range of hybrid cloud data services that simplify management of applications and data across cloud and on-premises environments to accelerate digital transformation. Together with their partners, NetApp em...
SYS-CON Events announced today that Ryobi Systems will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Ryobi Systems Co., Ltd., as an information service company, specialized in business support for local governments and medical industry. We are challenging to achive the precision farming with AI. For more information, visit http:...
SYS-CON Events announced today that mruby Forum will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. mruby is the lightweight implementation of the Ruby language. We introduce mruby and the mruby IoT framework that enhances development productivity. For more information, visit http://forum.mruby.org/.
SYS-CON Events announced today that Mobile Create USA will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Mobile Create USA Inc. is an MVNO-based business model that uses portable communication devices and cellular-based infrastructure in the development, sales, operation and mobile communications systems incorporating GPS capabi...
SYS-CON Events announced today that Enroute Lab will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Enroute Lab is an industrial design, research and development company of unmanned robotic vehicle system. For more information, please visit http://elab.co.jp/.
Real IoT production deployments running at scale are collecting sensor data from hundreds / thousands / millions of devices. The goal is to take business-critical actions on the real-time data and find insights from stored datasets. In his session at @ThingsExpo, John Walicki, Watson IoT Developer Advocate at IBM Cloud, will provide a fast-paced developer journey that follows the IoT sensor data from generation, to edge gateway, to edge analytics, to encryption, to the IBM Bluemix cloud, to Wa...
SYS-CON Events announced today that Nihon Micron will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Nihon Micron Co., Ltd. strives for technological innovation to establish high-density, high-precision processing technology for providing printed circuit board and metal mount RFID tags used for communication devices. For more inf...
SYS-CON Events announced today that Suzuki Inc. will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Suzuki Inc. is a semiconductor-related business, including sales of consuming parts, parts repair, and maintenance for semiconductor manufacturing machines, etc. It is also a health care business providing experimental research for...