MGM Resorts (MGM) Announces Senior Secured Notes Consent Solicitation
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MGM Resorts International (NYSE: MGM) has commenced a consent solicitation with respect to a proposed amendment to the indenture governing its 10.375% Senior Secured Notes due 2014 and 11.125% Senior Secured Notes due 2017 (CUSIP Nos. 552953BH3 and 552953BJ9).
The Company is soliciting consents from holders of record as of 5:00 p.m., New York City time, on April 10, 2012 to amend the definition of "Change of Control" by removing from the definition the occurrence of a Change of Control event if Tracinda Corporation and its affiliates cease to collectively own more than 15% of the Company's outstanding common stock. As a result of the proposed amendment, if Tracinda Corporation and its affiliates cease to collectively own more than 15% of the Company's common stock, this will not constitute a "Change of Control" under the indenture and the Company will not be required to make an offer to each holder of the Notes to repurchase such holder's Notes for 101% of the principal amount thereof plus accrued and unpaid interest.
The Company is offering to pay each holder who validly delivers, and does not validly revoke, its consent before the consent solicitation expires a cash payment of $1.25 for each $1,000 in principal amount of Notes for which a consent is provided, subject to satisfaction or waiver of certain conditions, including the receipt of valid consents in respect of a majority in aggregate principal amount of the outstanding Notes voting as a single class (excluding Notes owned by the Company or any affiliate of the Company). Holders will not be able to revoke their consents after the execution of the supplemental indenture.
The consent solicitation will expire at 5:00 p.m., New York City time, on April 19, 2012 (as such date may be extended by the Company in its sole discretion). The Company in its sole discretion may terminate the consent solicitation without the obligation to make any cash payment at any time prior to the execution and delivery of the supplemental indenture incorporating the proposed amendment, whether or not the requisite consents have been received. Except for the foregoing amendment to the definition of "Change of Control," all of the existing terms of the indenture and Notes will remain unchanged.
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The Company is soliciting consents from holders of record as of 5:00 p.m., New York City time, on April 10, 2012 to amend the definition of "Change of Control" by removing from the definition the occurrence of a Change of Control event if Tracinda Corporation and its affiliates cease to collectively own more than 15% of the Company's outstanding common stock. As a result of the proposed amendment, if Tracinda Corporation and its affiliates cease to collectively own more than 15% of the Company's common stock, this will not constitute a "Change of Control" under the indenture and the Company will not be required to make an offer to each holder of the Notes to repurchase such holder's Notes for 101% of the principal amount thereof plus accrued and unpaid interest.
The Company is offering to pay each holder who validly delivers, and does not validly revoke, its consent before the consent solicitation expires a cash payment of $1.25 for each $1,000 in principal amount of Notes for which a consent is provided, subject to satisfaction or waiver of certain conditions, including the receipt of valid consents in respect of a majority in aggregate principal amount of the outstanding Notes voting as a single class (excluding Notes owned by the Company or any affiliate of the Company). Holders will not be able to revoke their consents after the execution of the supplemental indenture.
The consent solicitation will expire at 5:00 p.m., New York City time, on April 19, 2012 (as such date may be extended by the Company in its sole discretion). The Company in its sole discretion may terminate the consent solicitation without the obligation to make any cash payment at any time prior to the execution and delivery of the supplemental indenture incorporating the proposed amendment, whether or not the requisite consents have been received. Except for the foregoing amendment to the definition of "Change of Control," all of the existing terms of the indenture and Notes will remain unchanged.
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