MGM Resorts Offers Results, Initial Settlement of Tender for Senior Secured Notes
MGM Resorts International (the "Company") (NYSE: MGM) today announced that, in connection with the previously announced tender offers and consent solicitations by the Company to purchase for cash 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"), the early tender period in respect of the tender offers expired at 5:00 p.m., New York City time, on December 19, 2012 (the "Consent Payment Deadline"). As of the Consent Payment Deadline, $537.760 million principal amount of 2013 Notes, or 71.70% of the principal amount outstanding; $417.803 million principal amount of 2014 Notes, or 64.28% of the principal amount outstanding; $707.254 million principal amount of 2017 Notes, or 83.21% of the principal amount outstanding; and $843.419 million principal amount of 2020 Notes, or 99.81% of the principal amount outstanding, had been validly tendered and not withdrawn. Those holders who validly tendered their Notes prior to the Consent Payment Deadline received the total consideration of $1,110.84 per $1,000 principal amount of 2013 Notes tendered, $1,134.82 per $1,000 principal amount of 2014 Notes tendered, $1,097.66 per $1,000 principal amount of 2017 Notes tendered and $1,146.76 per $1,000 principal amount of 2020 Notes tendered, as applicable, each of which includes a consent payment of $30.00 per $1,000 principal amount of Notes tendered, plus any accrued and unpaid interest on the Notes up to, but not including, today, which is the payment date. The withdrawal rights have expired.
The final offer period will expire at 11:59 p.m., New York City time, on January 4, 2013, unless extended (such time and date, as the same may be extended, the "Expiration Time"). Holders who tender their Notes after the Consent Payment Deadline and on or prior to the Expiration Time will be eligible to receive only the tender offer consideration of $1,080.84 per $1,000 principal amount of 2013 Notes tendered, $1,104.82 per $1,000 principal amount of 2014 Notes tendered, $1,067.66 per $1,000 principal amount of 2017 Notes tendered or $1.116.76 per $1,000 principal amount of 2020 Notes tendered, as applicable, plus accrued and unpaid interest to the payment date, but not the consent payment.
As the Company received consents from holders of greater than a majority in aggregate principal amount of each series of Notes, the Company, the subsidiary guarantors thereto and U.S. Bank National Association, as trustee (the "Trustee"), executed a second supplemental indenture to the indenture governing the 2013 Notes (the "2013 Second Supplemental Indenture"), a second supplemental indenture to the indenture governing the 2014 Notes and the 2017 Notes (the "2014/2017 Second Supplemental Indenture") and a first supplemental indenture to the indenture governing the 2020 Notes (the "2020 First Supplemental Indenture" and, together with the 2013 Second Supplemental Indenture and the 2014/2017 Second Supplemental Indenture, the "Supplemental Indentures"), effecting the proposed amendments, which eliminate substantially all of the restrictive covenants contained in the indentures (other than, among other covenants, the covenants to pay interest and premium, if any, on, and principal of, the Notes when due), certain events of default applicable to the Notes and certain other provisions contained in the indentures and the Notes. These changes became operative concurrently with the acceptance for purchase of at least a majority in principal amount of the outstanding Notes of any applicable class voting together under an indenture that were validly tendered (and not validly withdrawn) at or prior to the Consent Payment Deadline.
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