INTRODUCTORY NOTE
As previously disclosed, on June 30, 2021, MGM Resorts International (the “Company”) entered into (i) an Equity Purchase Agreement (the “EPA”) with MGM CC Holdings, Inc., a Nevada corporation and wholly owned subsidiary of the Company (“IW Purchaser”), and Infinity World Development Corp, a Nevada corporation (“Seller”), pursuant to which the Company, through IW Purchaser, will purchase the 50% membership interest in CityCenter Holdings, LLC (“Holdings”) held by Seller and (ii) a Master Transaction Agreement (the “MTA”) with CityCenter Land, LLC, a Nevada limited liability company and wholly owned subsidiary of Holdings (“MTA Seller”) and Ace Purchaser LLC, a Delaware limited liability company and an affiliate of Blackstone (“MTA Purchaser”).
Equity Purchase Agreement
The transactions contemplated by the EPA closed on September 27, 2021 (the “EPA Closing Date”), as a result of which, among other things, the Company, through IW Purchaser, acquired the 50% membership interest in Holdings held by the Seller for cash consideration of $2.125 billion (the “Equity Purchase”). As a result of the consummation of the Equity Purchase, Holdings became an indirect wholly owned subsidiary of the Company.
The representations, warranties and covenants contained in the EPA were made only for purposes of the EPA and as of the specific date (or dates) set forth therein, were solely for the benefit of the parties to such agreement and are subject to certain limitations as agreed upon by the contracting parties. In addition, the representations, warranties and covenants contained in the EPA may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries of the EPA and should not rely on the representations, warranties and covenants contained therein, or any descriptions thereof, as characterizations of the actual state of facts or conditions of the Company.
The foregoing description of the EPA does not purport to be complete and is qualified in its entirety by reference to the full text of the EPA, a copy of which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 30, 2021, and is incorporated herein by reference. All capitalized terms used herein and not otherwise defined have the meaning given to such terms in the EPA.
Master Transaction Agreement
As previously disclosed, on June 30, 2021, the Company and MTA Seller entered into the MTA with MTA Purchaser, which provides for, among other things, (i) the transfer by certain subsidiaries of the Company of the real estate assets related to the Aria Las Vegas (the “Aria Property”) to a wholly-owned subsidiary of MTA Seller (“Aria PropCo”) and (ii) the transfer by certain subsidiaries of the Company of the real estate assets related to the Vdara Las Vegas (the “Vdara Property” and, together with the Aria Property, collectively, the “Property”) to a wholly-owned subsidiary of MTA Seller (“Vdara PropCo” and, together with Aria PropCo, collectively, “PropCo” or the “Landlord”). The Landlord will lease the Property to a newly formed wholly-owned subsidiary of the Company (the “Tenant”), and the Tenant will in turn sublease the Aria Property and the Vdara Property to the subsidiaries of Holdings that currently operate such properties.
The transactions contemplated by the MTA closed on September 28, 2021 (the “MTA Closing Date”), as a result of which, among other things, MTA Purchaser acquired all membership interests in PropCo for total cash consideration of $3.89 billion. In connection with the MTA closing, Holdings repaid all outstanding loans under the Holdings Credit Agreement, dated as of April 18, 2017 (as amended to date), among Holdings, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent.
The representations, warranties and covenants contained in the MTA were made only for purposes of the MTA and as of the specific date (or dates) set forth therein, were solely for the benefit of the parties to such agreement and are subject to certain limitations as agreed upon by the contracting parties. In addition, the representations, warranties and covenants contained in the MTA may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries of the MTA and should not rely on the representations, warranties and covenants contained therein, or any descriptions thereof, as
