MGM Resorts (MGM) to Take Additional 4.95% Stake in MGM China

August 16, 2016 7:36 AM EDT

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MGM Resorts International (NYSE: MGM) announced that it has entered into a definitive agreement to acquire 188,100,000 ordinary shares of its subsidiary MGM China Holdings Limited, from Grand Paradise Macau ("GPM"), a an entity controlled by Ms. Pansy Ho. As a result of the transaction, the Company will acquire an additional 4.95% of the outstanding ordinary common shares of MGM China and will own approximately 56% of MGM China's outstanding common shares.

"MGM Resorts is committed to the long term growth of Macau as a premier international tourism destination and we are pleased that we can build upon our longstanding relationship with Pansy to further work toward our mutual interests," said Jim Murren, Chairman and Chief Executive Officer of MGM Resorts. "Together, we believe in the future of the Macau marketplace and are confident in the success of MGM China as we expand into Cotai next year."

"The transaction represents another important step in expanding this multifaceted relationship with the MGM Resorts, while remaining a significant shareholder in MGM China," said Pansy Ho. "I am excited to deepen my relationship with the MGM family."

As consideration for the MGM China shares, the Company will issue to GPM (or its nominee) 7,060,492 shares of its common stock and pay cash consideration of $100 million. In addition, the Company has agreed to pay GPM (or its nominee) a deferred cash payment of $50 million, which will be paid to GPM (or its nominee) over time in amounts equal to the ordinary dividends received on such shares, with a final payment on the fifth anniversary of the closing date of the transaction if any portion of the $50 million remains unpaid at that time, subject to certain conditions. The shares of the Company that are issued to GPM (or its nominee) are expected to be registered with the Securities and Exchange Commission and listed on the New York Stock Exchange.

In addition, the Company has been informed that Ms. Ho has entered into an agreement to acquire 4 million shares of MGM Resorts stock at $25.00 per share from Tracinda Corporation. Upon completion of these transactions, Ms. Ho would own approximately 4.8% of the outstanding common stock of MGM Resorts.

"We continue to execute on value accretive transactions with the long term benefits in mind as MGM Resorts is increasing its stake in MGM China in a financially prudent manner," added Mr. Murren.

The transaction is subject to customary closing conditions and is expected to be completed during the third quarter of 2016.

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