Obligation MGM International Resorts 6.75% ( US552953CG49 ) en USD

MGM International Resorts

100 % ▼

Etas-Unis

US552953CG49 ( en USD )

6.75% par an ( paiement semestriel )

30/04/2025 - Obligation échue

Prospectus brochure de l'obligation MGM Resorts International US552953CG49 en USD 6.75%, échue

1 000 USD

750 000 000 USD

552953CG4

B+ ( Très spéculatif )

Ba3 ( Spéculatif )

MGM Resorts International est une société américaine de jeux et de divertissement qui possède et exploite des casinos, des hôtels, des lieux de divertissement et des centres de villégiature dans plusieurs États américains et dans le monde.

L'Obligation émise par MGM International Resorts ( Etas-Unis ) , en USD, avec le code ISIN US552953CG49, paye un coupon de 6.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/04/2025

L'Obligation émise par MGM International Resorts ( Etas-Unis ) , en USD, avec le code ISIN US552953CG49, a été notée Ba3 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par MGM International Resorts ( Etas-Unis ) , en USD, avec le code ISIN US552953CG49, a été notée B+ ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-223375
CALCULATION OF REGISTRATION FEE

Maximum
Title of each class of
aggregate
Amount of
securities offered

offering price

registration fee
6.750% Senior Notes due 2025

$750,000,000

$97,350(1)
Guarantees of 6.750% Senior Notes due 2025(2)

--

--

(1)
The filing fee of $97,350 is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
(2)
Pursuant to Rule 457(n), no separate fee is payable for the registration of the guarantees.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated March 1, 2018)
$750,000,000

6.750% Senior Notes due 2025

We are offering $750,000,000 of 6.750% Senior Notes due 2025 (the "notes"). Interest on the notes will accrue from May 4, 2020 and be payable semi-annually on May 1 and
November 1 of each year, commencing on November 1, 2020. The notes will mature on May 1, 2025.
We may redeem some or all of the notes at any time or from time to time on or after May 1, 2022, at the redemption prices set forth in this prospectus supplement, together with
accrued and unpaid interest, if any, to the date of redemption. At any time prior to May 1, 2022, we may also redeem up to 35% of the original aggregate principal amount of the
notes with the proceeds of certain equity offerings at a redemption price equal to 106.750% of the principal amount of the notes to be redeemed, together with accrued and unpaid
interest, if any, to the date of redemption. In addition, at any time prior to May 1, 2022, we may redeem some or all of the notes at a redemption price equal to 100% of the
principal amount of the notes to be redeemed plus an applicable make-whole premium and accrued and unpaid interest, if any, to the date of redemption. We may also redeem, at
any time prior to 120 days after the issue date of the notes, up to 35% of the aggregate principal amount of the notes using an amount of cash equal to the principal amount of any
loans or other proceeds received pursuant to Government Assistance Indebtedness (as defined herein), at the redemption price set forth in this prospectus supplement, together with
accrued and unpaid interest, if any, to the date of redemption. The notes are subject to redemption requirements imposed by gaming laws and regulations of the State of Nevada and
other gaming authorities.
The notes will be guaranteed, jointly and severally, on a senior basis by our subsidiaries that guarantee our senior credit facility and our existing notes, except for Marina District
Development Company, LLC ("MDDC"), and Marina District Development Holding Co., LLC ("MDDHC"), unless and until we obtain New Jersey gaming approval, and except for
MGM Yonkers, Inc. ("MGM Yonkers"), unless and until we obtain New York gaming approval. The notes will not be guaranteed by our foreign subsidiaries and certain domestic
subsidiaries, including, among others, MGM China Holdings Limited ("MGM China"), MGM National Harbor, LLC ("MGM National Harbor"), Blue Tarp redevelopment, LLC
("MGM Springfield"), MGM Grand Detroit, LLC ("MGM Detroit"), MGM Growth Properties LLC ("MGP") and any of their respective subsidiaries.
The notes will be general senior unsecured obligations of MGM Resorts International and each guarantor, respectively, and will rank equally in right of payment with all existing
and future senior indebtedness of MGM Resorts International and each guarantor. The notes and the guarantees will be effectively subordinated to our and the guarantors' existing
and future secured obligations, to the extent of the value of the assets securing such obligations. The notes will also be effectively subordinated to all indebtedness of our
subsidiaries that do not guarantee the notes, including, among others, MGM China, MGM National Harbor, MGM Springfield, MGM Detroit and MGP and any of their respective
subsidiaries (and MDDC, MDDHC and MGM Yonkers unless and until they receive the respective gaming approvals). See "Description of Notes--Ranking."
The notes will not be listed on any securities exchange. There are currently no public markets for the notes.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-16 of this prospectus supplement to read about certain risks you should consider
before investing in the notes.

Per

Note
Total

Public offering price(1)

100.000%
$ 750,000,000
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Underwriting discounts and commissions

1.125%
$
8,437,500
Proceeds to MGM Resorts International

98.875%
$ 741,562,500
1 Plus accrued interest, if any, from May 4, 2020 if settlement occurs after that date.
Neither the Securities and Exchange Commission (the "Commission") nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
None of the Nevada Gaming Commission, the Nevada State Gaming Control Board, the New Jersey Casino Control Commission, the New Jersey Division of Gaming Enforcement,
the Michigan Gaming Control Board, the Mississippi Gaming Commission, the Maryland Lottery and Gaming Control Commission, the Massachusetts Gaming Commission, the
New York State Gaming Commission, the Ohio State Racing Commission, the Ohio Lottery Commission nor any other gaming authority has passed upon the accuracy or adequacy
of this prospectus supplement or the investment merits of the securities offered. Any representation to the contrary is unlawful. The Attorney General of the State of New York has
not passed upon or endorsed the merits of this offering. Any representation to the contrary is unlawful.
We expect delivery of the notes to be made to investors on or about May 4, 2020 only in book-entry form through the facilities of The Depository Trust Company ("DTC").

Joint Book-Running Managers

J.P. Morgan

BofA Securities
Barclays

Citigroup
BNP PARIBAS

Citizens Capital Markets

Fifth Third Securities

Scotiabank
SMBC Nikko
Co-Managers

Credit Agricole CIB

Morgan Stanley

SunTrust Robinson Humphrey
Prospectus Supplement dated April 23, 2020
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-ii
Use of Non-GAAP Financial Information
S-ii
Cautionary Statement Concerning Forward-Looking Statements
S-ii
Summary
S-1
Risk Factors
S-16
Use of Proceeds
S-39
Capitalization
S-40
Regulation and Licensing
S-42
Description of Long-Term Debt
S-43
Description of Notes
S-48
Certain U.S. Federal Income Tax Considerations
S-68
Underwriting
S-71
Legal Matters
S-75
Experts
S-75
Where You Can Find More Information
S-75
Incorporation of Certain Information by Reference
S-76
Prospectus

Page
About This Prospectus

1
Cautionary Statement Concerning Forward-Looking Statements

2
Business

4
Risk Factors

5
Use of Proceeds

5
Ratio of Earnings to Fixed Charges

5
Description of Securities

6
Selling Security Holders

6
Plan of Distribution

6
Legal Matters

6
Experts

6
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Where You Can Find More Information

7
Incorporation of Certain Information by Reference

7

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ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement is a supplement to the accompanying base prospectus that is also a part of this document. This prospectus supplement
and the accompanying base prospectus are part of a "shelf" registration statement that we filed with the Commission. The shelf registration statement was
declared effective by the Commission upon filing on March 1, 2018. By using a shelf registration statement, we may sell any combination of the securities
described in the base prospectus from time to time in one or more offerings. In this prospectus supplement, we provide you with specific information about
the terms of this offering. You should rely only on the information or representations incorporated by reference or provided in this prospectus supplement
and the accompanying base prospectus or in any free writing prospectus filed by us with the Commission. We have not authorized anyone to provide you
with different information. If anyone provides you with different or inconsistent information, you should not rely on it. If the description of this offering
varies between this prospectus supplement and the accompanying base prospectus, you should rely on the information contained in or incorporated by
reference in this prospectus supplement. You may obtain copies of the shelf registration statement, or any document which we have filed as an exhibit to
the shelf registration statement or to any other Commission filing, either from the Commission or from the Secretary of MGM Resorts International as
described under "Where You Can Find More Information" in the accompanying prospectus. We are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement and the accompanying base
prospectus is accurate as of any date other than the date printed on their respective covers.
USE OF NON-GAAP FINANCIAL INFORMATION
This prospectus supplement and the documents incorporated by reference herein include certain non-GAAP financial measures, including Adjusted
EBITDAR and Adjusted Property EBITDAR. For a discussion of the limitations of Adjusted EBITDAR and Adjusted Property EBITDAR, the rationales
for using Adjusted EBITDAR and Adjusted Property EBITDAR and reconciliations of Adjusted EBITDAR and Adjusted Property EBITDAR to the most
directly comparable GAAP measures, see "Summary--Summary Consolidated Financial Information and Other Data."
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus supplement includes or incorporates by reference "forward-looking statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements can be identified by words such as "anticipates," "intends," "plans,"
"seeks," "believes," "estimates," "expects," "will," "may" and similar references to future periods. Examples of forward-looking statements include, but
are not limited to, statements we make regarding the impact of COVID-19 on our business, our estimated monthly cash outflows while our domestic
properties remain closed as a result of the COVID-19 pandemic, execution of the MGM 2020 Plan and our asset light strategy, our ability to generate
significant cash flow and execute on ongoing and future projects, including the development of an integrated resort in Japan, amounts we will spend in
capital expenditures and investments, our expectations with respect to future share purchases and cash dividends on our common stock, dividends and
distributions we will receive from MGM China, MGM Growth Properties Operating Partnership LP (the "Operating Partnership") or CityCenter Holdings,
LLC ("CityCenter") and amounts projected to be realized as deferred tax assets. The foregoing is not a complete list of all forward-looking statements we
make.
Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions.
Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks. and changes in circumstances that are difficult to
predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact
nor guarantees or assurances of future performance. Therefore, we caution you

S-ii
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against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-
looking statements include, but are not limited to, regional, national or global political, economic, business, competitive, market, and regulatory conditions
and the following:

·
the global COVID-19 pandemic has materially impacted our business, financial results and liquidity, and such impact could worsen and last
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for an unknown period of time;

·
all of our domestic properties are currently closed, and we are unable to predict when all, or any of, such properties will re-open to the public,

or the period of time required for the ramp-up of operations upon re-opening;

·
we have undertaken aggressive actions to reduce costs and improve efficiencies to mitigate losses as a result of the COVID-19 pandemic,

which could negatively impact guest loyalty and our ability to attract and retain employees;

·
current and future economic, capital and credit market conditions could adversely affect our ability to service our substantial indebtedness

and significant financial commitments, including the fixed components of our rent payments, and to make planned expenditures;

·
our substantial indebtedness and significant financial commitments, including the fixed component of our rent payments to MGP, rent
payments to the Bellagio BREIT Venture and to the MGP BREIT Venture (each as defined herein), and guarantees we provide of the

indebtedness of the Bellagio BREIT Venture and the MGP BREIT Venture, could adversely affect our development options and financial
results and impact our ability to satisfy our obligations;

·
restrictions and limitations in the agreements governing our senior credit facility and other senior indebtedness could significantly affect our

ability to operate our business, as well as significantly affect our liquidity;

·
the fact that we are required to pay a significant portion of our cash flows as rent, which could adversely affect our ability to fund our

operations and growth, service our indebtedness and limit our ability to react to competitive and economic changes;

·
significant competition we face with respect to destination travel locations generally and with respect to our peers in the industries in which

we compete;

·
the fact that our businesses are subject to extensive regulation and the cost of compliance or failure to comply with such regulations could

adversely affect our business;

·
the impact on our business of economic and market conditions in the jurisdictions in which we operate and in the locations in which our

customers reside;

·
the possibility that we may not realize all of the anticipated benefits of our MGM 2020 Plan or our asset light strategy;

·
nearly all of our domestic gaming facilities are leased and could experience risks associated with leased property, including risks relating to

lease termination, lease extensions, charges and our relationship with the lessor, which could have a material adverse effect on our business,
financial position or results of operations;

·
financial, operational, regulatory or other potential challenges that may arise with respect to MGP, as the lessor for a significant portion of our

properties, may adversely impair our operations;

·
the fact that MGP has adopted a policy under which certain transactions with us, including transactions involving consideration in excess of

$25 million, must be approved in accordance with certain specified procedures;

·
restrictions on our ability to have any interest or involvement in gaming businesses in China, Macau, Hong Kong and Taiwan, other than

through MGM China;

·
the ability of the Macau government to terminate the subconcession of MGM Grand Paradise, S.A. ("MGM Grand Paradise") under certain

circumstances without compensating MGM Grand Paradise,

S-iii
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exercise its redemption right with respect to the subconcession, or refuse to grant MGM Grand Paradise an extension of the subconcession

in 2022;

·
the dependence of MGM Grand Paradise upon gaming promoters for a significant portion of gaming revenues in Macau;

·
changes to fiscal and tax policies;

·
our ability to recognize our foreign tax credit deferred tax asset and the variability of the valuation allowance we may apply against such

deferred tax asset;

·
extreme weather conditions or climate change may cause property damage or interrupt business;

·
the concentration of a significant number of our major gaming resorts on the Las Vegas Strip;

·
the fact that we extend credit to a large portion of our customers and we may not be able to collect such gaming receivables;

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·
the potential occurrence of impairments to goodwill, indefinite-lived intangible assets or long-lived assets which could negatively affect

future profits;

·
the susceptibility of leisure and business travel, especially travel by air, to global geopolitical events, such as terrorist attacks, other acts of

violence, acts of war or hostility or outbreaks of infectious disease (including the coronavirus disease 2019 ("COVID-19") pandemic);

·
the fact that co-investing in properties, including our investment in CityCenter, decreases our ability to manage risk;

·
the fact that future construction, development, or expansion projects will be subject to significant development and construction risks;

·
the fact that our insurance coverage may not be adequate to cover all possible losses that our properties could suffer, our insurance costs may

increase and we may not be able to obtain similar insurance coverage in the future;

·
the fact that a failure to protect our trademarks could have a negative impact on the value of our brand names and adversely affect our

business;

·
the risks associated with doing business outside of the United States and the impact of any potential violations of the Foreign Corrupt

Practices Act or other similar anti-corruption laws;

·
risks related to pending claims that have been, or future claims that may be brought against us;

·
the fact that a significant portion of our labor force is covered by collective bargaining agreements;

·
the sensitivity of our business to energy prices and a rise in energy prices could harm our operating results;

·
the potential that failure to maintain the integrity of our computer systems and internal customer information could result in damage to our

reputation and/or subject us to fines, payment of damages, lawsuits or other restrictions on our use or transfer of data;

·
the potential reputational harm as a result of increased scrutiny related to our corporate social responsibility efforts;

·
the potential failure of future efforts to expand through investments in other businesses and properties or through alliances or acquisitions, or

to divest some of our properties and other assets;

·
increases in gaming taxes and fees in the jurisdictions in which we operate; and

·
the potential for conflicts of interest to arise because certain of our directors and officers are also directors of MGM China.

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Table of Contents
The forward-looking statements included or incorporated by reference in this prospectus supplement are made only as of the date of this prospectus
supplement or as of the date of the documents incorporated by reference. Other factors or events not identified above could also cause our actual results to
differ materially from those projected. Most of those factors and events are difficult to predict accurately and are generally beyond our control. A detailed
discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is
included in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which is incorporated by reference into this
prospectus supplement, in the section entitled "Risk Factors" and as may be included from time to time in our reports filed with the SEC. We undertake no
obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be
required by law. If we update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to
those or other forward-looking statements.
You should also be aware that while we from time to time communicate with securities analysts, we do not disclose to them any material non-public
information, internal forecasts or other confidential business information. Therefore, you should not assume that we agree with any statement or report
issued by any analyst, irrespective of the content of the statement or report. To the extent that reports issued by securities analysts contain projections,
forecasts or opinions, those reports are not our responsibility and are not endorsed by us.

S-v
Table of Contents
SUMMARY
The following summary highlights information contained in or incorporated by reference into this prospectus supplement and the
accompanying base prospectus. It does not contain all of the information that you should consider before investing in the notes. You should carefully
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read this entire prospectus supplement and the accompanying base prospectus, as well as the documents incorporated by reference, for a more
complete understanding of this offer and the notes. In this prospectus supplement, except where the context requires or unless otherwise indicated, we
will collectively refer to MGM Resorts International and our direct and indirect subsidiaries as "MGM Resorts International," "we," "our" and
"us."
MGM Resorts International
We are a Delaware corporation that acts largely as a holding company and, through subsidiaries, owns and operates casino resorts. We own
and/or operate the following integrated casino, hotel and entertainment resorts in Las Vegas, Nevada: Bellagio, MGM Grand Las Vegas, The Mirage,
Mandalay Bay, Luxor, New York-New York, Park MGM and Excalibur. Operations at MGM Grand Las Vegas include management of The Signature
at MGM Grand Las Vegas, a condominium-hotel consisting of three towers. We operate and, along with local investors, own MGM Grand Detroit in
Detroit, Michigan, MGM National Harbor in Prince George's County, Maryland, and MGM Springfield in Springfield, Massachusetts. We also own
and operate Borgata located on Renaissance Pointe in the Marina area of Atlantic City, New Jersey, Empire City in Yonkers, New York, MGM
Northfield Park in Northfield Park, Ohio and the following resorts in Mississippi: Beau Rivage in Biloxi and Gold Strike in Tunica. We also own and
operate The Park, a dining and entertainment district located between New York-New York and Park MGM, Shadow Creek, an exclusive world-class
golf course located approximately ten miles north of our Las Vegas Strip resorts, Primm Valley Golf Club at the California/Nevada state line and
Fallen Oak golf course in Saucier, Mississippi.
MGM Growth Properties LLC ("MGP"), a consolidated subsidiary, is organized as an umbrella partnership REIT (commonly referred to as an
"UPREIT") structure in which substantially all of its assets are owned by, and substantially all of its businesses are conducted through, MGM Growth
Properties Operating Partnership LP (the "Operating Partnership"), its subsidiary. MGP has two classes of authorized and outstanding voting common
shares (collectively, the "shares"): Class A shares and a single Class B share. We own MGP's Class B share, which does not provide its holder any
rights to profits or losses or any rights to receive distributions from operations of MGP or upon liquidation or winding up of MGP. MGP's Class A
shareholders are entitled to one vote per share, while we, as the owner of the Class B share, are entitled to an amount of votes representing a majority
of the total voting power of MGP's shares so long as we and our controlled affiliates' (excluding MGP) aggregate beneficial ownership of the
combined economic interests in MGP and the Operating Partnership does not fall below 30%. We and MGP each hold Operating Partnership units
representing limited partner interests in the Operating Partnership. The general partner of the Operating Partnership is a wholly owned subsidiary of
MGP. The Operating Partnership units held by us are exchangeable into Class A shares of MGP on a one-to-one basis, or cash at the fair value of a
Class A share. The determination of settlement method is at the option of MGP's independent conflicts committee, except as otherwise agreed to in
connection with the waiver agreement discussed below. As of December 31, 2019, we owned 63.7% of the Operating Partnership units, and MGP
held the remaining 36.3% of the Operating Partnership units.
Pursuant to a master lease agreement between a subsidiary of the Company and a subsidiary of the Operating Partnership, the Company leases
the real estate assets of The Mirage, Luxor, New York-New York, Park MGM, Excalibur, The Park, Gold Strike Tunica, MGM Grand Detroit, Beau
Rivage, Borgata, Empire City, MGM National Harbor, and MGM Northfield Park. Pursuant to a lease agreement between a subsidiary of the
Company and a venture owned 5% by such subsidiary and 95% owned by a subsidiary of Blackstone Real Estate Income Trust, Inc. ("BREIT"), the
Company leases the real estate assets of Bellagio from such venture (the

S-1
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"Bellagio BREIT Venture"). Additionally, pursuant to a lease agreement between a subsidiary of the Company and MGP BREIT Venture (as defined
below), the Company leases the real estate assets of Mandalay Bay and MGM Grand Las Vegas from MGP BREIT Venture.
We have an approximate 56% controlling interest in MGM China, which owns MGM Grand Paradise. MGM Grand Paradise owns and operates
the MGM Macau resort and casino and MGM Cotai, an integrated casino, hotel and entertainment resort located on the Cotai Strip in Macau, as well
as the related gaming subconcession and land concessions.
We own 50% of and manage CityCenter, located between Bellagio and Park MGM. The other 50% of CityCenter is owned by Infinity World
Development Corp, a wholly owned subsidiary of Dubai World, a Dubai, United Arab Emirates government decree entity. CityCenter consists of
Aria, an integrated casino, hotel and entertainment resort; and Vdara, a luxury condominium-hotel.
In November 2019, we formed the Bellagio BREIT Venture with a subsidiary of BREIT, which acquired the Bellagio real estate assets from us
and leased such assets back to us pursuant to a long-term lease agreement (the "Bellagio Sale-Leaseback Transaction"). The Bellagio BREIT Venture
lease has an initial term of thirty years with the potential to extend for two ten year terms thereafter and provides for an initial annual base rent of
$245 million, escalating annually at a rate of 2% per annum for the first ten years and thereafter equal to the greater of 2% and the consumer price
index increase during the prior year subject to a cap of 3% during the 11th through 20th years and 4% thereafter. In addition, the Bellagio BREIT
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Venture lease obligates us to spend a specified percentage of net revenues at the property on capital expenditures and that we comply with certain
financial covenants, which, if not met, would require us to maintain cash security or a letter of credit in favor of the landlord in an amount equal to
rent for the succeeding two year period.
In February 2020, we completed a series of transactions ("MGP BREIT Venture Transaction") pursuant to which the real estate assets of MGM
Grand Las Vegas and Mandalay Bay were contributed to a newly formed entity ("MGP BREIT Venture") owned 50.1% by the Operating Partnership
and 49.9% by a subsidiary of BREIT. In connection with the transactions, MGP BREIT Venture entered into a lease with us for the real estate assets
of Mandalay Bay and MGM Grand Las Vegas. The MGP BREIT Venture lease provides for a term of thirty years with two ten-year renewal options
and has an initial annual base rent of $292 million, escalating annually at a rate of 2% per annum for the first fifteen years and thereafter equal to the
greater of 2% and the consumer price index increase during the prior year subject to a cap of 3%. In addition, the MGP BREIT Venture lease will
require us to spend 3.5% of net revenues over a rolling five-year period at the properties on capital expenditures and for us to comply with certain
financial covenants, which, if not met, will require us to maintain cash security or provide one or more letters of credit in favor of the landlord in an
amount equal to the rent for the succeeding one-year period. In connection with the MGP BREIT Venture Transaction, the existing master lease with
MGP was modified to remove the Mandalay Bay property, and the annual rent under the MGP master lease was reduced by $133 million.
In addition, as part of the MGP BREIT Venture Transaction, we entered into an agreement with MGP whereby the Operating Partnership would
provide us with cash for up to $1.4 billion for our Operating Partnership units should we elect to have our Operating Partnership units redeemed prior
to February 14, 2022. The price per unit will equal to a 3% discount to the 10 day average closing price prior to the date of the notice of redemption.

S-2
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Recent Developments
Financial Impact of COVID-19
The spread of COVID-19 and developments surrounding the global pandemic have had, and we expect will continue to have, a significant
impact on our business, results of operations and financial condition. This is an unprecedented public health crisis and we believe that we must do all
we can to assist in mitigating the impact of the epidemic to protect the health and safety of our employees, guests and the communities in which we
operate.
Domestic Operations. As of March 17, 2020, all of our domestic properties were temporarily closed to the public and have remained closed
pursuant to state and local government requirements as a result of the unprecedented public health crisis from the COVID-19 pandemic. As a result,
our properties are effectively generating no revenue. We have also seen high levels of room and convention cancellations through the third quarter of
2020 with some tentative re-bookings in the fourth quarter and into 2021. There have not been meaningful cancellations for 2021 related to the
COVID-19 pandemic. While we are working closely with government officials on plans to re-open our properties when the government restrictions
are lifted, we cannot predict the duration of the shutdowns or any limitations the government may impose on our operations when we are able to
re-open, which may include, among others, restrictions on the number of seats per table game, slot machine spacing, temperature checks, mask
protection as well as other measures at our restaurants and entertainment venues to enforce social distancing measures. In addition, when we are able
to re-open, we expect to see weakened demand at our properties in light of continued domestic and international travel restrictions or warnings,
consumer fears and reduced consumer discretionary spending and general economic uncertainty. In light of the foregoing, we are unable to determine
when our properties will return to pre-pandemic demand or pricing. See "Risk Factors--Risks Related to our Business--The global COVID-19
pandemic has materially impacted our business, financial results and liquidity, and such impact could worsen and last for an unknown period of time."
We expect that our regional properties may open first, with phased re-openings of our Las Vegas strip properties in order to effectively manage
resources in light of demand needs and continued compliance with any government imposed restrictions on our operations or policies we choose to
implement as necessary to mitigate the impact of COVID-19.
While our properties are closed, we still face significant fixed and variable costs. We have engaged in aggressive efforts to reduce expenses
during this time, including:

·
reducing or deferring at least 50% of planned capital expenditures in 2020;

·
reducing employee costs, including through hiring freezes, headcount reductions and substantial furloughs of employees and cancellation

of merit pay increases;

·
initiating a program where certain senior executives and directors voluntarily elected to receive all or a portion of their remaining base

salary during 2020 in the form of restricted stock units in lieu of cash; and

·
starting with its dividend for the second quarter of 2020, management intends to recommend that the Board approve a nominal dividend

of $0.01 per share or less if permitted.
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On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was signed into law. The CARES Act
provides opportunities for additional liquidity, loan guarantees, and other government programs to support companies affected by the COVID-19
pandemic and their employees. Based on our preliminary analysis of the CARES Act, the benefits we expect to recognize include:

·
refund of federal income taxes due to five-year carryback of net operating loss incurred in 2020 when our 2020 tax return is filed;

·
relaxation of interest expense deduction limitation for income tax purposes;

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·
reduction of employer Federal Insurance Contributions Act ("FICA") taxes equal to 50 percent of wages paid and health care coverage

provided to furloughed employees during 2020; and

·
deferral of all employer FICA taxes for the remainder of 2020, 50 percent payable by December 2021 and the remainder payable by

December 2022.
We intend to continue to review and consider any available potential benefits under the CARES Act for which we qualify, including those
described above. We cannot predict the manner in which such benefits or any of the other benefits described herein will be allocated or administered
and we cannot assure you that we will be able to access such benefits in a timely manner or at all. If the U.S. government or any other governmental
authority agrees to provide such aid under the CARES Act or any other crisis relief assistance, it may impose certain requirements on the recipients of
the aid, including restrictions on executive officer compensation, dividends, prepayment of debt, limitations on debt and other similar restrictions that
will apply for a period of time after the aid is repaid or redeemed in full.
International Operations. As previously disclosed, in January 2020, China implemented a temporary suspension of its visa scheme that permits
mainland Chinese to travel to Macau, and on February 4, 2020 the Hong Kong SAR government temporarily closed the Hong Kong Macau Ferry
Terminal in Hong Kong, until further notice. The government of Macau also asked that all casino operators in Macau suspend operations for a 15-day
period commencing on February 5, 2020. As a result, MGM Macau and MGM Cotai suspended all operations at their properties other than operations
that are necessary to provide sufficient non-gaming facilities to serve any remaining hotel guests during that period. While the properties have since
re-opened, several travel and entry restrictions in Macau, Hong Kong and certain cities and regions in mainland China remain in place (including the
temporary suspension of the visa scheme, the temporary suspension of ferry services and other modes of transportation, and bans on entry or enhanced
quarantine requirements), significantly impacting visitation to our Macau properties, which continue to have a material impact on MGM China's
results of operations. Our Macau properties are incurring cash operating expenses, exclusive of rent, interest, variable gaming taxes, corporate expense
and expected capital expenditures, of approximately $1.5 million per day, which is significantly in excess of amounts being earned at those properties.
This estimate is based on current expectations and assumptions, and MGM China's actual level of cash operating expenses could be impacted by
unanticipated developments or by events beyond MGM China's control.
Due to the continued impact of the outbreak of COVID-19, MGM China entered into a further amendment to its credit agreement, effective
April 9, 2020 that provided for a waiver of its maximum leverage ratio extending through the second quarter of 2021, and a waiver of its minimum
interest coverage ratio beginning in the second quarter of 2020 through the second quarter of 2021.
Preliminary First Quarter Financial and Operating Results
The results in this section reflect preliminary expectations of financial results for the quarter ended March 31, 2020, and have not been reviewed
by our auditors and are subject to change.
Based on currently available information, we estimate the following results for the quarter ended March 31, 2020:

·
Consolidated net revenue of $2.3 billion, a 29% decrease from the prior year quarter;

·
Consolidated operating income of $1.3 billion, compared to $370 million in the prior year quarter, primarily driven by a $1.5 billion net

gain related to the MGM Grand Las Vegas/Mandalay Bay real estate transaction;

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·
Net income attributable to MGM Resorts of $807 million, including the gain discussed above net of tax, compared to net income

attributable to MGM Resorts of $31 million in the prior year quarter;

·
Consolidated Adjusted EBITDAR decreased 61% to $295 million in the current quarter, compared to $748 million in the prior year

quarter, primarily attributable to the temporary suspension of casino operations discussed above;

·
Net Revenues at our Las Vegas Strip Resorts of $1.1 billion, a 21% decrease from the prior year quarter;

·
Adjusted Property EBITDAR at our Las Vegas Strip Resorts of $268 million, a 34% decrease from the prior year quarter;

·
Net Revenues at our Regional Operations of $726 million, a 10% decrease from the prior year quarter;

·
Adjusted Property EBITDAR at our Regional Operations of $152 million, a 28% decrease from the prior year quarter;

·
Net Revenues at MGM China of $272 million, a 63% decrease from the prior year quarter;

·
Adjusted Property EBITDAR loss at MGM China of $22 million, compared to Adjusted Property EBITDAR of $193 million in the prior

year quarter; and

·
Corporate expense, including share-based compensation for corporate employees, was $144 million in the first quarter of 2020,

compared to $129 million in the prior year quarter.
See "--Summary Consolidated Financial Information and Other Data" for reconciliations of Adjusted EBITDAR and Adjusted Property
EBITDAR to the most directly comparable GAAP measures.
Financial Position & Liquidity
Based on currently available information, we estimate the following financial position at March 31, 2020:

·
Cash and cash equivalents at March 31, 2020 was $6.0 billion, which included $1.8 billion at the Operating Partnership and $381 million

at MGM China;

·
At March 31, 2020, principal amount of indebtedness outstanding was $11.8 billion, including $4.0 billion outstanding at the Operating

Partnership and $2.3 billion outstanding at MGM China; and

·
At March 31, 2020, $1.5 billion was drawn on the Company's $1.5 billion revolving facility, $1.35 billion was drawn on the $1.35 billion

Operating Partnership revolving credit facility, and $826 million was drawn on the $1.25 billion MGM China revolving credit facility.
Excluding MGP and MGM China, we currently have no debt maturing prior to 2022 and estimate that while all of our domestic properties are
closed, our cash outflows inclusive of net rent, interest, corporate and operating expenses and expected capital expenditures, are approximately
$270 million per month. This estimate is based on current expectations and assumptions, and our actual level of cash outflows could be impacted by
unanticipated developments or by events beyond our control. See "Risk Factors--Risks Related to our Business--The global COVID-19 pandemic
has materially impacted our business, financial results and liquidity, and such impact could worsen and last for an unknown period of time." In
addition to our cash and cash equivalent balance, we have significant real estate assets and other holdings. We own MGM Springfield and a 50%
interest in CityCenter in Las Vegas, an approximate 56% interest in MGM China, and a 60.6% economic interest in MGP. We have also entered into
an agreement with MGP to receive cash for up to $1.4 billion of our existing operating partnership units, which we have not exercised.

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The preliminary estimates presented above are the responsibility of management and have been prepared in good faith on a consistent basis with
prior periods. However, we have not completed our financial closing procedures for the three months ended March 31, 2020, and our actual results
could be materially different from our estimates. In addition, Deloitte & Touche LLP, our independent registered public accounting firm, has not
audited, reviewed, compiled, or performed any procedures with respect to these preliminary estimates and does not express an opinion or any other
form of assurance with respect to these preliminary estimates or their achievability. During the course of the preparation of our consolidated financial
statements and related notes as of and for the three months ended March 31, 2020, we and our auditors may identify items that would require us to
make material adjustments to the preliminary estimates presented above. As a result, prospective investors should exercise caution in relying on this
information and should not draw any inferences from this information regarding financial or operating data not provided. These preliminary estimates
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should not be viewed as a substitute for full financial statements prepared in accordance with GAAP. In addition, these preliminary estimates are not
necessarily indicative of the results to be achieved in any future period. Investors are cautioned not to place undue reliance on such preliminary
estimates.
The COVID-19 pandemic has caused, and is continuing to cause, significant disruption in the financial markets both globally and in the United
States, and will continue to impact, possibly materially, our business, financial condition and results of operations. We cannot predict the degree, or
duration, to which our operations will be affected by the COVID-19 outbreak, and the effects could be material. While we believe our strong liquidity
position, valuable unencumbered assets and aggressive cost reduction initiatives will enable us to fund our current obligations for the foreseeable
future, COVID-19 has resulted in significant disruption of global financial markets, which could have a negative impact on our ability to access
capital in the future.
We continue to monitor the rapidly evolving situation and guidance from international and domestic authorities, including federal, state and
local public health authorities and may take additional actions based on their recommendations. In these circumstances, there may be developments
outside our control requiring us to further adjust our operating plan, including when and how we are able to re-open our properties. Because the
situation is ongoing, and because the duration and severity remain unclear, it is difficult to forecast any impacts on our future results. However, we
currently expect the COVID-19 outbreak to impact our operations for the quarter ending June 30, 2020 more significantly than it has impacted the
quarter ended March 31, 2020, primarily as a result of the continued closure of our domestic properties for all, or a significant portion, of the second
quarter. See "Risk Factors--Risks Related to our Business--The global COVID-19 pandemic has materially impacted our business, financial results
and liquidity, and such impact could worsen and last for an unknown period of time."
Senior Credit Facility
On February 14, 2020, in connection with the MGP BREIT Venture Transaction, we entered into an unsecured revolving credit agreement
among us, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent (the "Credit Agreement"). As a condition
precedent to the effectiveness of the Credit Agreement, certain proceeds of the MGP BREIT Venture Transaction were used to prepay at par the entire
principal amount of the outstanding revolving loans under our prior amended and restated credit agreement, dated as of April 25, 2016, and the
revolving commitments under such prior credit agreement were terminated.
The Credit Agreement provides for a $1.5 billion unsecured revolving facility (the "Revolving Credit Facility"). The interest rate of the
Revolving Credit Facility is determined by reference to a total net leverage ratio-based pricing grid providing for an interest rate of LIBOR plus a
margin ranging from 1.50% to 2.25% per annum or the base rate plus a margin ranging from 0.50% to 1.25% per annum. The Revolving Credit
Facility will mature on February 14, 2025.

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On April 21, 2020 we launched an amendment to the Credit Agreement (the "Amendment") to provide us with certain relief from the effects of
the COVID-19 pandemic. The Amendment would provide us with a waiver of the financial maintenance covenants for the period beginning with the
quarter ending June 30, 2020 through the earlier of (x) the date we deliver to the administrative agent a compliance certificate with respect to the
quarter ending June 30, 2021 and (y) the date we deliver to the administrative agent an irrevocable notice terminating the covenant relief period (such
period, the "covenant relief period"). In connection with the Amendment, we expect to pledge the Operating Partnership units held by loan parties
under the Credit Agreement to the lenders as collateral under the Credit Agreement. We expect to also agree to certain limitations including, among
other things, further restricting our ability to incur debt and liens, make restricted payments, make investments and prepay subordinated debt. In
addition, we will agree to a liquidity test that requires us to maintain a minimum liquidity level of not less than $600.0 million (including unrestricted
cash, cash equivalents and availability under the Revolving Credit Facility), tested at the end of each month during the covenant relief period. There
can be no assurances that the Amendment will be obtained on the terms described herein or at all. The closing of this offering is not conditioned on the
successful completion of the Amendment. See "Description of Long-Term Debt--Senior Credit Facility."
March 2020 Debt Tender Offers
In March 2020, we concluded tender offers to purchase in cash up to $750.0 million in aggregate principal amount of our 5.75% senior notes
due 2025, 5.50% senior notes due 2027 and 4.625% senior notes due 2026. In connection with the tender offers, we accepted for purchase
$325.0 million in aggregate principal amount of 5.75% senior notes due 2025, $325.0 million in aggregate principal amount of 5.50% notes due 2027
and $100.0 million in aggregate principal amount of 4.625% senior notes due 2026, which, in each case, represented the maximum amount of the
tender cap applicable to each series of notes after giving effect to proration for amounts tendered in excess of the tender caps.
Principal Executive Offices
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