Exhibit 99.1
MGM Resorts International Announces the Adjusted Price Range of its Tender Offer to Purchase Up to $1,250,000,000 in Aggregate Purchase Price of its Issued and Outstanding Common Stock at a Price Not Greater than $28.00 Per Share Nor Less than $23.50 Per Share
LAS VEGAS, February 28, 2020 /PRNewswire/ — MGM Resorts International (the “Company” or “MGM”) (NYSE: MGM) announced today that it has adjusted the price range of its tender offer to purchase up to $1,250,000,000 in aggregate purchase price of its issued and outstanding shares of common stock, par value $0.01 per share (each, a “Share” and, collectively, the “Shares”), or such lesser aggregate purchase price of Shares as are properly tendered and not properly withdrawn. Following the adjustment, the purchase price in the tender offer shall not be greater than $28.00 nor less than $23.50 per Share to the sellers in cash, less any applicable withholding taxes and without interest, with the exact price to be determined through a “modified Dutch auction” pricing mechanism. The aggregate tender offer purchase price of up to $1,250,000,000 remains unchanged. The expiration date of the tender offer also remains unchanged, and is currently scheduled for 12:00 Midnight, at the end of the day, New York City time, on March 12, 2020, unless the offer is extended or terminated. The full terms and conditions of the tender offer are discussed in the Offer to Purchase, dated February 13, 2020 (as previously amended and supplemented to the date hereof, “Offer to Purchase”), and the associated Letter of Transmittal and other materials relating to the tender offer that MGM initially filed on February 13, 2020 (each as amended) with the Securities and Exchange Commission (the “SEC”).
When the tender offer expires, MGM will determine the lowest price per Share (in increments of $0.25) within the range of prices specified above that will enable it to purchase the maximum number of Shares having an aggregate purchase price not exceeding $1,250,000,000 (such purchase price, the “Final Purchase Price”). All Shares purchased in the tender offer will be purchased at the same price. All Shares tendered at prices higher than the purchase price will be promptly returned to shareholders. If the tender offer is fully subscribed, MGM would repurchase between 9.03% and 10.76% of its issued and outstanding Shares as of February 7, 2020, depending on the purchase price payable in the tender offer. In addition, in the event that Shares are properly tendered at or below the purchase price (and not properly withdrawn) having an aggregate purchase price of more than $1,250,000,000, MGM may exercise its right to purchase up to an additional 2% of its outstanding Shares without extending the expiration date.
All tenders of Shares made prior to the Company’s announcement of the amendment of the price range of the Offer on February 28, 2020 are no longer valid. Accordingly, shareholders who have previously tendered Shares by completing and returning the original Letter of Transmittal filed on February 13, 2020, including shareholders who checked the box captioned “Shares Tendered at Price Determined Under the Offer” in the original Letter of Transmittal, and who still wish to participate in the tender offer, will be required to retender their Shares as provided for in the Offer to Purchase, the amended and restated Letter of Transmittal and the amended and restated Notice of Guaranteed Delivery.
Tenders of Shares must be made on or prior to the expiration of the tender offer and may be withdrawn at any time on or prior to the expiration of the tender offer. The tender offer is subject to a number of terms and conditions described in the Offer to Purchase distributed to shareholders, as amended.
The tender offer is not contingent upon any minimum number of Shares being tendered; however, the tender offer is subject to a number of other terms and conditions, which are described in detail in the Offer to Purchase. The Company has amended the share price condition set forth in the original Offer to Purchase (which originally specified that no decrease of more than 15% in the sale price of the Shares on the NYSE or decrease of more than 10% in the general level of market prices for equity securities in the United States or the New York Stock Exchange Index, the Dow Jones Industrial Average, the NASDAQ Global Market Composite Index or Standard & Poor’s Composite Index of 500 Industrial Companies shall have occurred) by amending the reference date for such condition from the close of trading on February 12, 2020 to the close of trading on February 28, 2020. Specific instructions and a complete explanation of the terms and conditions of the tender offer are explained in the Offer to Purchase, the related letter of transmittal and other related materials, including amendments and supplements thereto, which have been or are being mailed to shareholders of record.
None of the Company, the members of its Board of Directors, the dealer managers, the information agent or the depositary makes any recommendation as to whether any shareholder should participate or refrain from participating in the tender offer or as to the purchase price or purchase prices at which shareholders may choose to tender their Shares in the tender offer.
