MGM Resorts International SC TO-I/A, filed Feb 27, 2020
MGM Resorts International (MGM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 3)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
MGM Resorts International
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Common Stock, $0.01 par value
(Title of Class of Securities)
552953101
(CUSIP Number of Class of Securities)
John M. McManus, Esq.
Executive Vice President, General Counsel and Secretary
MGM Resorts International
3600 Las Vegas Boulevard
South Las Vegas, Nevada 89109
(702) 693-7120
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)
with a copy to:
Rod Miller, Esq.
Milbank LLP
55 Hudson Yards
New York, New York 10001
(212) 530-5000
CALCULATION OF FILING FEE
| Transaction Valuation(1) | Amount of Filing Fee(2) | |
| $1,250,000,000 | $162,250 | |
|
| ||
| (1) | The transaction valuation is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase for not more than $1,250,000,000 in aggregate of common stock, par value $0.01 per share. |
| (2) | The amount of the filing fee, calculated in accordance with Rule 0–11 under the Securities Exchange Act of 1934, as amended, equals $129.80 per $1,000,000 of the value of the transaction. |
| ☒ | Check the box if any part of the fee is offset as provided by Rule 0–11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $162,250 |
Filing Party: MGM Resorts International | |
| Form or Registration No.: Schedule TO |
Date Filed: February 13, 2020 |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third-party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
SCHEDULE TO AMENDMENT NO. 3
This Amendment No. 3 (the “Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed with the United States Securities and Exchange Commission (the “SEC”) by MGM Resorts International (“MGM,” the “Company” or the “Registrant”) on February 13, 2020, as amended on February 14, 2020 (“Amendment No. 1”), as further amended on February 14, 2020 (“Amendment No. 2”), in connection with the Company’s offer to purchase up to $1,250,000,000 in value of shares of its common stock, par value $0.01 per share (the “Shares”), at a price not greater than $34.00 nor less than $29.00 per Share to the seller in cash, less any applicable withholding taxes and without interest (the “Tender Offer”). The Tender Offer is being made in accordance with the terms and subject to the conditions described in the Offer to Purchase and in the related Letter of Transmittal (which are included as part of this Schedule TO) and is scheduled to expire at 12:00 Midnight, at the end of the day, New York City time, on March 12, 2020, unless the Offer is extended or terminated.
Only those items amended are reported in this Amendment No. 3. Except as specifically provided herein, the information contained in the Schedule TO (as previously amended and supplemented by Amendment No. 1 and Amendment No. 2) remains unchanged and this Amendment No. 3 does not modify any of the information previously reported on the Schedule TO. You should read this Amendment No. 3 together with the Schedule TO (as previously amended and supplemented by Amendment No. 1 and Amendment No. 2), the Offer to Purchase and the related Letter of Transmittal.
Items 1 through 12.
Items 1 through 12 of the Schedule TO, to the extent they incorporate by reference information contained in the Offer to Purchase and the Letter of Transmittal, are hereby amended as follows:
| (1) | The section of the Offer to Purchase captioned “10. Certain Information Concerning Us” is hereby amended as follows: |
In the list immediately below the paragraph beginning with the heading “Incorporation by Reference,” the first three items in such list shall be replaced in their entirety as follows:
| • | Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on February 27, 2020; |
| • | Our Current Reports on Form 8-K filed on January 18, 2019, February 22, 2019, May 3, 2019, January 14, 2020, February 12, 2020, February 13, 2020, February 14, 2020 and February 18, 2020 (in each case, excluding any information that is furnished and not “filed” for purposes of Section 18 of the Exchange Act); and |
The paragraph beginning with the heading “Historical Financial Information” shall be replaced in its entirety as follows:
| • | “We incorporate by reference the financial statements and notes thereto included in Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. You should refer to Section 10 for instructions on how you can obtain copies of our SEC filings, including filings that contain our financial statements.” |
| (2) | The section of the Offer to Purchase captioned “Cautionary Notice Regarding Forward-Looking Statements” is hereby amended as follows: |
The first sentence of the last paragraph of the section shall be replaced in its entirety as follows:
| • | “For further information on factors that could cause actual results to materially differ from projections, please see the Company’s publicly available Securities and Exchange Commission filings, including the Company’s Form 10-K for the fiscal year ended December 31, 2019, filed with the Commission on February 27, 2020, and, in particular, the discussion of “Risk Factors” set forth in such filing.” |
Additional Information Regarding the Tender Offer
This communication is for informational purposes only. This communication is not a recommendation to buy or sell Shares or any other securities of MGM, and it is neither an offer to purchase nor a solicitation of an offer to sell Shares or any other securities of MGM. MGM has filed a tender offer statement on Schedule TO, including an offer to purchase, a related letter of transmittal and other related materials, with the SEC. The tender offer is only being made pursuant to the offer to purchase, the related letter of transmittal and other related materials filed as part of the issuer tender offer statement on Schedule TO, in each case as may be amended or supplemented from time to time. Shareholders should read carefully the offer to purchase, the related letter of transmittal and other related materials because they contain important information, including the various terms of, and conditions to, the tender offer. Shareholders may obtain a free copy of the tender offer statement on Schedule TO, the offer to purchase, the related letter of transmittal and other related materials that MGM has filed with the SEC at the SEC’s website at www.sec.gov. In addition, free copies of these documents may be obtained by contacting Georgeson LLC, the information agent for the tender offer, toll-free at 888-607-9107.
| ITEM 12. | Exhibits. |
| * | Previously filed with the Schedule TO. |
| ITEM 13. | Information Required by Schedule 13E-3. |
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| MGM RESORTS INTERNATIONAL | ||
| By: | /s/ Andrew Hagopian III | |
| Name: | Andrew Hagopian III | |
| Title: | Chief Corporate Counsel and Assistant Secretary | |
Date: February 27, 2020