8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 10, 2022

MGM RESORTS INTERNATIONAL

(Exact name of registrant as specified in its charter)

(702) 693-7120

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 §CRF 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On November 11, 2022 (Hong Kong time), MGM China Holdings Limited (“MGM China”), an indirect subsidiary of MGM Resorts International (the “Company”) with its ordinary shares of common stock listed on The Stock Exchange of Hong Kong Limited (the “HKSE”), filed with the HKSE an announcement (the “Announcement”) that on November 10, 2022, the Company agreed to make available to MGM China a $750 million subordinated revolving loan facility. The Announcement is furnished herewith as Exhibit 99.1.

The information furnished pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 10, 2022

EX-99.1

Exhibit 99.1

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make norepresentation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

MGM CHINA HOLDINGS LIMITED

美高梅中國控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2282 and Debt Stock Codes: 6026, 6028, 40258, 40634)

VOLUNTARY ANNOUCEMENT

This is a voluntary announcement made by MGM China Holdings Limited (the “Company”, together with its subsidiaries, the “Group”) in relation to the financial assistance from MGM Resorts International (“MRI”), the controlling shareholder of the Company.

The board of directors (the “Board”) of the Company announces that, on November 10, 2022, the Company entered into a loan agreement (the “Agreement”) with MRI, pursuant to which MRI agreed to make available a subordinated revolving loan facility (the “Facility”) in United States dollars (“USD”) in an amount of up to USD750 million. The Agreement highlights both MRI’s and the Company’s confidence in the long-term growth potential of Macau. The availability of the Facility further bolsters the Company’s already strong financial position in meeting future working capital and other funding needs. The term of the Facility is 24 months after the date of the Agreement. The interest rate on funded amounts will be the greater of 4 percent per annum and the prevailing market rate. The Board considers that the terms of the Agreement are fair and reasonable and entering into the agreement is in the interests of the Company and its shareholders as a whole.

As at the date of this announcement, MRI beneficially owns approximately 56% of the issued share capital of the Company. MRI is a connected person of the Company, and the transaction contemplated under the Agreement constitutes a connected transaction of the Company under Chapter 14A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ListingRules”). As the Facility is conducted on normal commercial terms or better and is not secured by the assets of the Group, the Facility is fully exempted from shareholders’ approval, annual review and all disclosure requirements pursuant to Rule 14A.90 of the Listing Rules.

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Hong Kong, November 10, 2022

As at the date of this announcement, our directors are William Joseph HORNBUCKLE, Pansy Catilina Chiu King HO, Chen Yau WONG and John M. MCMANUS asexecutive directors; Kenneth Xiaofeng FENG, Daniel J. TAYLOR, Ayesha Khanna MOLINO and Jonathan S. HALKYARD as non-executive directors; and Sze Wan Patricia LAM, Russell Francis BANHAM, Simon MENG and CheeMing LIU as independent non-executive directors.

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