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8-K - FORM 8-K - MGM Resorts International | p18803e8vk.htm |
Exhibit 99
PRESS RELEASE
For Immediate Release
For Immediate Release
MGM RESORTS INTERNATIONAL ENTERS INTO AGREEMENTS GOVERNING
PROPOSED INITIAL PUBLIC OFFERING OF MACAU JOINT VENTURE AND
RELATED CONVERTIBLE BOND TRANSACTION
PROPOSED INITIAL PUBLIC OFFERING OF MACAU JOINT VENTURE AND
RELATED CONVERTIBLE BOND TRANSACTION
Las Vegas, Nevada, April 13, 2011 MGM Resorts International (NYSE: MGM) today announced
that it has entered into agreements with Ms. Pansy Ho pursuant to which the proposed initial public
offering of the shares of MGM China Holdings Limited on the Hong Kong Stock Exchange (the IPO)
and related transactions will be structured so that MGM Resorts will obtain 51% ownership, and
management control, of MGM China upon consummation of the offering. As a part of an overall
restructuring of their relationship, Ms. Ho has agreed to invest in MGM Resorts by purchasing $300
million aggregate principal amount of convertible senior notes issued by MGM Resorts on terms
similar to MGM Resorts existing 4.25% convertible senior notes due 2015. These agreements remain
subject to certain conditions, including required approvals of the Hong Kong Stock Exchange, and
there can be no assurance that the proposed transactions will be consummated.
MGM Resorts and Ms. Ho have formed MGM China as a listing vehicle for the proposed IPO. MGM China
will become the owner of MGM Grand Paradise, S.A., the Macau company that owns the MGM Macau resort
and casino and the related gaming sub-concession. Upon consummation of the IPO, MGM China will be
owned (through intermediary companies) 51% by MGM Resorts, 29% by Ms. Ho, and 20% by public
shareholders. An entity controlled by Ms. Ho will grant an over-allotment option to the
underwriters equal to up to 3% of the shares of MGM China, the exercise of which will reduce her
holdings. In the transactions, MGM Resorts will acquire a 1% interest at the same price per share
as the shares sold to public shareholders in the IPO. The net proceeds of the offering and of MGM
Resorts 1% purchase will be remitted to an entity controlled by Ms. Ho. Through an intermediary
entity, she will use a portion of these proceeds to invest in the convertible senior notes. MGM
Resorts will receive the net proceeds from the proposed convertible senior notes, but will not
receive any proceeds from the IPO. The timing or terms of any such listing have not yet been
determined, and there is no assurance as to whether MGM China will ultimately proceed with the IPO,
or whether the application will be approved by the Hong Kong Stock Exchange.
The MGM China ordinary shares proposed to be offered will not be registered under the Securities
Act of 1933, as amended (the Securities Act), or any state securities laws and may not be offered
or sold in the United States absent registration under the Securities Act, or pursuant to an
applicable exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.
The convertible senior notes proposed to be offered, and any shares of MGM Resorts common stock
issuable upon conversion of the notes, will not be registered under the Securities Act, or any
state securities law and may not be offered or sold in the United States absent registration under
the Securities Act, or pursuant to an applicable exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and applicable state securities laws. The
sale of the notes will be exempt from registration under the Securities Act.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the
MGM China ordinary shares or the notes, nor shall there be any offer, solicitation or sale of any
such ordinary shares or notes in any jurisdiction in which such offer, solicitation or sale would
be unlawful.
* * *
Statements in this release that are not historical facts are forward-looking statements and safe
harbor statements within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934,
as amended, and other related laws that involve risks and/or uncertainties, including risks and/or
uncertainties as described in MGM Resorts public filings with the Securities and Exchange
Commission. We have based forward-looking statements on managements current expectations and
assumptions and not on historical facts. Examples of these statements include, but are not limited
to, statements regarding MGM Resorts expectations regarding the IPO and related transactions, the
use of proceeds from the IPO and the offering of the MGM Resorts convertible senior notes. 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 market conditions in Hong Kong and other global markets for equity securities
generally and for equity securities of gaming, hospitality and entertainment companies and of MGM
China in particular. In providing forward-looking statements, MGM Resorts 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.
Contacts:
Investment Community
|
News Media | |
DANIEL J. DARRIGO
|
ALAN M. FELDMAN | |
Executive Vice President,
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Senior Vice President of Public Affairs | |
Chief Financial Officer and Treasurer
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(702) 650-6942 or afeldman@mgmresorts.com | |
(702) 693-8895 |
SOURCE: MGM RESORTS INTERNATIONAL