8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 30, 2021

MGM Resorts International

(Exact name of Registrant as Specified in Its Charter)

3600 Las Vegas Boulevard South, Las Vegas, Nevada  89109

(Address of principal executive offices – Zip Code)

Registrant’s Telephone Number, Including Area Code: (702) 693-7120

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 (see General Instructions A.2. below):

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 CRF § 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. ☐

ITEM 7.01. REGULATION FD DISCLOSURE.

As previously disclosed, on September 28, 2021, MGM Resorts International (the “Company”) consummated the transactions contemplated by that certain Master Transaction Agreement (the “MTA”), dated as of June 30, 2021, with CityCenter Land, LLC (“MTA Seller”), a Nevada limited liability company and wholly owned subsidiary of CityCenter Holdings, LLC (“Holdings”) and Ace Purchaser LLC, a Delaware limited liability company and Blackstone Real Estate Partners IX (“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”). In connection with the Landlord’s financing of the transactions contemplated by the MTA, Landlord’s lenders disclosed certain information with respect to Holdings in a Structural and Collateral Term Sheet as set forth in the excerpts included in Exhibit 99.1.

The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K (including the Exhibits) is being furnished and shall not be deemed “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference into any filings under the Exchange Act or under the Securities Act, except to the extent specifically provided in any such filing. The furnishing of information pursuant to this Item 7.01 will not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely by Regulation FD.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a)Not applicable.

(b)Not applicable.

(c)Not applicable.

(d)Exhibits:

SIGNATURES

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

Document

Exhibit 99.1

EXCERPTED INFORMATION FROM STRUCTURAL AND COLLATERAL TERM SHEET (“Term Sheet”)

The following excerpted information was provided by the Landlord’s lender to prospective investors related to the financial and operating performance of CityCenter Holdings, LLC (“Holdings”) for the months of July and August 2021 and for the trailing twelve-month period ended August 31, 2021.

(1)Excludes immaterial amounts related to operations previously accounted for by Crystals that are included within Aria’s financial information.

(2)Occupancy rate and RevPAR are calculated based upon the number of available rooms, which do not reflect an adjustment for out of service rooms.

In addition, the Landlord’s lender provided the following reconciliation of EBITDAR to Total Revenues for the trailing twelve-month period ended August 31, 2021.

(1)Excludes immaterial amounts related to operations previously accounted for by Crystals that are included within Aria’s financial information.

(2)MGM allocates a Management Fee expense to the Property’s operating statements in the Property Administration expense. These expenses were re-categorized as a Management Fee. Management Fee was estimated based on the average of revenue from 2018 – 2019.

DISCLAIMER: The monthly and trailing twelve-month (TTM) financial information presented above (the “Information”) was prepared by the Landlord’s financing sources using information provided by MGM to the Landlord’s financing sources in connection with their underwriting process. The Information is not presented in accordance with GAAP, is for periods prior to the date Holdings became a consolidated subsidiary of MGM and cannot be reconciled to net income (the most directly comparable GAAP financial measure) because Holdings does not undertake closing procedures on a monthly basis necessary to compute net income on a basis comparable to its reported quarterly and annual periods; however, Landlord did provide a reconciliation of “EBITDAR” for the TTM period ended August 31, 2021 to revenues, utilizing available GAAP information for that period, which reconciliation is reproduced above. Holdings’ independent registered public accounting firm has not reviewed or audited these results and Holdings’ actual results for the months that are reflected in the financial statements for any quarterly period, including the quarter ended September 30, 2021, may differ as a result of the seller’s financial closing procedures. In particular, with respect to the quarter ended September 30, 2021, final adjustments and other developments that may arise between now and the time the seller’s financial results are final may result in material adjustments to the Information presented above. As a result, investors should exercise caution in relying on the Information and should not draw any inferences from the Information regarding financial or operating data not provided. The Information should not be viewed as a substitute for full financial statements prepared in accordance with U.S. GAAP. In addition, the Information is not necessarily indicative of the results to be achieved in any future period, including the quarterly period ended September 30, 2021.