MGM Resorts International SC TO-I/A, filed Mar 2, 2020
MGM Resorts International (MGM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 4)
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. 4
This Amendment No. 4 (the “Amendment No. 4”) 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”) and as further amended on February 27, 2020 (“Amendment No. 3”), 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” and, such offer, 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 dated February 13, 2020 (as supplemented and amended to the date hereof, the “Offer to Purchase”), and in the amended and restated Letter of Transmittal (the “Amended and Restated 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 Tender Offer is extended or terminated (such date and time, as they may be extended, the “Expiration Date”). The Offer to Purchase was filed with the Schedule TO as Exhibit (a)(1)(A) and the Amended and Restated Letter of Transmittal is being filed herewith as Exhibit (a)(1)(H).
Only those items amended are reported in this Amendment No. 4. Except as specifically provided herein, the information contained in the Schedule TO (as previously amended and supplemented by Amendment No. 1, Amendment No. 2 and Amendment No. 3) remains unchanged and this Amendment No. 4 does not modify any of the information previously reported on the Schedule TO. You should read this Amendment No. 4 together with the Schedule TO (as previously amended and supplemented by Amendment No. 1, Amendment No. 2 and Amendment No. 3), the Offer to Purchase and the Amended and Restated Letter of Transmittal.
Items 1 through 11.
Items 1 through 11 of the Schedule TO, to the extent they incorporate by reference information contained in the Offer to Purchase and the Amended and Restated Letter of Transmittal, are hereby amended as follows:
Amendments to the Tender Offer
Changes in Price Range
On February 28, 2020, the Company announced that it adjusted the price range of the Tender Offer to a price not greater than $28.00 nor less than $23.50 per Share to the seller in cash, less any applicable withholding taxes and without interest, with the exact prices to be determined through the “modified Dutch auction” pricing mechanism set forth in the Offer to Purchase. The aggregate amount of Shares to be purchased pursuant to the Tender Offer of up to $1,250,000,000 in value of Shares 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 Tender Offer is extended or terminated. The Company issued a press release in connection with the foregoing, which is filed as Exhibit (a)(5)(F) to this Amendment No. 4 and is hereby incorporated by reference into the Schedule TO and the Offer to Purchase.
As a result of the foregoing changes in the price range for the Tender Offer:
| • | All references in the Offer to Purchase and in the related Tender Offer documents to the price range for the Tender Offer or the price at which the Company is offering to purchase Shares now mean a price of not greater than $28.00 and not less than $23.50 per Share. |
| • | All references to the minimum Final Purchase Price in the Offer (previously $29.00 per share) now mean a minimum price of $23.50 per Share. |
| • | All references to the maximum Final Purchase Price in the Offer (previously $34.00 per share) now mean a maximum price of $28.00 per Share. |
| • | All references to the closing market price for the Shares now mean a closing market price of $24.56 per share on February 28, 2020, the date of the announcement of the amendment of the price range for the Tender Offer. |
| • | All references to the Letter of Transmittal are now to the Amended and Restated Letter of Transmittal, all references to the Notice of Guaranteed Delivery are now to the Amended and Restated Notice of Guaranteed Delivery (which is filed as Exhibit (a)(1)(I) to this Amendment No. 4) and all references to the Notice of Withdrawal are now to the Amended and Restated Notice of Withdrawal (which is filed as Exhibit (a)(1)(L) to this Amendment No. 4). |
| • | As of February 7, 2020, we had 494,150,563 issued and outstanding Shares. Assuming that the Tender Offer is fully subscribed, if the final purchase price is determined to be $23.50 per Share, the minimum final purchase price under the Tender Offer, the approximate number of Shares that would be purchased under the Tender Offer is 53,191,489 Shares, or 10.76% of our issued and outstanding shares as of February 7, 2020. Assuming that the Tender Offer is fully subscribed, if the final purchase price is determined to be $28.00 per Share, the maximum final purchase price under the Tender Offer, the approximate number of Shares that would be purchased under the Tender Offer is 44,642,857 Shares, or 9.03% of our issued and outstanding shares as of February 7, 2020. |
| • | If the Tender Offer is fully subscribed at the minimum final purchase price of $23.50 per Share, and we do not exercise our right to purchase any additional Shares, we will have approximately 440,959,074 Shares outstanding following the purchase of Shares tendered in the Tender Offer. If the Tender Offer is fully subscribed at the maximum final purchase price of $28.00 per Share, and we do not exercise our right to purchase any additional Shares, we will have approximately 449,507,706 Shares outstanding following the purchase of Shares tendered in the Tender Offer. |
Changes to the Conditions
| (1) | The section of the Offer to Purchase entitled “Summary Term Sheet” is hereby amended as follows: |
The third bullet in the section of the Offer to Purchase captioned “Summary Term Sheet—Are there any conditions to the Offer?” on page 7 of the Offer to Purchase is replaced in its entirety by the following:
| • | “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, in each case measured from the close of trading on February 28, 2020, shall have occurred;” |
| (2) | The section of the Offer to Purchase captioned “The Offer” is hereby amended as follows: |
The third sub-bullet of the second bullet in the section of the Offer to Purchase captioned “The Offer—7. Conditions of the Offer” on page 33 of the Offer to Purchase is replaced in its entirety by the following:
| • | “a 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 of 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, in each case measured from the close of trading on February 28, 2020;” |
Changes to the Share Prices
| (1) | The section of the Offer to Purchase captioned “The Offer” is hereby amended as follows: |
The last paragraph of the section of the Offer to Purchase captioned “The Offer— 8. Price Range of Shares; Dividends” on page 35 of the Offer to Purchase is amended to add the following sentence immediately following the first sentence of such paragraph:
| • | “On February 28, 2020, the date of the announcement of the amendment of the price range for the Tender Offer, the last closing sale price of the Shares on the NYSE was $24.56 per Share.” |
The table titled “Fiscal Year Ending December 31, 2020” in the section of the Offer to Purchase captioned “The Offer—8. Price Range of Shares; Dividends” on page 35 of the Offer to Purchase is replaced in its entirety by the following table:
Fiscal Year Ending December 31, 2020
| High | Low | Cash Dividends Declared |
||||||||||||||||||||||
| First Quarter (through February 28, 2020) |
$ | 34.64 | $ | 23.90 | $ | 0.15 | ||||||||||||||||||
Certain Other Matters
All tenders of Shares made prior to our 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 Offer, will be required to retender their Shares as provided for in the Offer to Purchase and, where applicable, in the Amended and Restated Letter of Transmittal and the Amended and Restated Notice of Guaranteed Delivery, which are filed as Exhibits (a)(1)(H) and (a)(1)(I) to this Amendment No. 4 and which are hereby incorporated by reference into the Schedule TO and the Offer to Purchase.
Item 12.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
| (a)(1)(H) |
Amended and Restated Letter of Transmittal (including IRS Form W-9). | |
| (a)(1)(I) |
Amended and Restated Notice of Guaranteed Delivery. | |
| (a)(1)(J) |
Amended and Restated Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees, dated February 28, 2020. | |
| (a)(1)(K) |
Amended and Restated Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees, dated February 28, 2020. | |
| (a)(1)(L) |
Amended and Restated Form of Notice of Withdrawal. | |
| (a)(5)(F) |
Press Release dated February 28, 2020. | |
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 28, 2020
Exhibit (a)(1)(H)
Amended and Restated Letter of Transmittal
For Tender of Shares of Common Stock
Pursuant to the Offer to Purchase, Dated February 13, 2020 (as Supplemented and Amended)
by
MGM Resorts International
Up to $1,250,000,000 of its Shares of Common Stock
At a Cash Purchase Price Not More than $28.00 per Share Nor Less than $23.50 per Share
THE OFFER AND WITHDRAWAL RIGHTS WILL 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 (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED,
THE “EXPIRATION DATE”).
The undersigned represents that I (we) have full authority to tender without restriction the Shares (as defined herein) listed below. You are hereby authorized and instructed to deliver to the address indicated below (unless otherwise instructed in the boxes in the following page) a check representing a cash payment for shares of common stock, par value $0.01 per share (each, a “Share,” and collectively, the “Shares”), of MGM Resorts International (the “Company,” “MGM”, “we,” “us” or “our”) tendered pursuant to this Amended and Restated Letter of Transmittal, at a price calculated as described herein and in the Offer to Purchase (as defined below) that is a price not greater than $28.00 nor less than $23.50 per Share to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions in this Amended and Restated Letter of Transmittal (together with any amendments and supplements thereto, this “Amended and Restated Letter of Transmittal”), the Offer to Purchase, dated February 13, 2020 (as previously amended and supplemented, and together with any additional amendments or supplements thereto, the “Offer to Purchase”) and other related materials as may be amended or supplemented from time to time (collectively, with the Offer to Purchase and this Amended and Restated Letter of Transmittal, the “Offer”).
THIS FORM SHOULD BE COMPLETED, SIGNED AND SENT TOGETHER WITH ALL OTHER DOCUMENTS, INCLUDING YOUR CERTIFICATES FOR SHARES TO COMPUTERSHARE TRUST COMPANY, N.A. (THE “DEPOSITARY”) AT ONE OF THE ADDRESSES SET FORTH BELOW. DELIVERY OF THIS AMENDED AND RESTATED LETTER OF TRANSMITTAL OR OTHER DOCUMENTS TO AN ADDRESS OTHER THAN AS SET FORTH BELOW DOES NOT CONSTITUTE VALID DELIVERY. DELIVERIES TO THE COMPANY, J.P. MORGAN SECURITIES LLC AND BOFA SECURITIES, INC. (COLLECTIVELY, THE “DEALER MANAGERS”) OR GEORGESON LLC (THE “INFORMATION AGENT”) WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID DELIVERY. DELIVERIES TO THE DEPOSITORY TRUST COMPANY WILL NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY.
Method of delivery of the certificate(s) is at the option and risk of the owner thereof. See Instruction 2.
Mail or deliver this Amended and Restated Letter of Transmittal, together with the certificate(s) representing your Shares, to:
| If delivering by express mail, courier or other expedited service: Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 150 Royall Street, Suite V Canton, Massachusetts 02021 |
By mail: Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, Rhode Island 02940-3011 |
Voluntary Corporate Action – MGM
Pursuant to the Offer to purchase up to $1,250,000,000 in aggregate purchase price of Shares, the undersigned encloses herewith and tenders the following certificates representing shares of the Company:
| DESCRIPTION OF SHARES TENDERED (See Instructions 3 and 4) | ||||||||
| Name(s) and Address(es) |
Shares Tendered | |||||||
| (Please fill in. Attach separate schedule if needed—See Instruction 3) | ||||||||
| Certificated Shares** |
Book-Entry Shares | |||||||
| Certificate No(s)* |
Total number of |
Number of Shares |
Number of Shares | |||||
| TOTAL SHARES | ||||||||
| * | Need not be completed if Shares are delivered by book-entry transfer by your broker to DTC. |
| ** | Unless otherwise indicated, it will be assumed that all Shares represented by any certificates delivered to the Depositary are being tendered. See Instruction 4. |
| *** | If your Shares are held In Direct Registration (“DRS”) at Computershare indicate the amount of Shares you are tendering in the column Number of Shares Tendered. |
Voluntary Corporate Action – MGM
2
READ THE INSTRUCTIONS CAREFULLY BEFORE
COMPLETING THIS AMENDED AND RESTATED LETTER OF TRANSMITTAL.
Indicate below the order (by certificate number) in which Shares are to be purchased in the event of proration (attach additional signed list if necessary). If you do not designate an order and if less than all Shares tendered are purchased due to proration, Shares will be selected for purchase by the Depositary. See Instruction 15. 1st: _____________________ 2nd: ___________________ 3rd: ______________________ 4th:_______________________________ 5th: _______________________________
YOU MUST SIGN THIS AMENDED AND RESTATED LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND
COMPLETE THE IRS FORM W-9 PROVIDED BELOW
OR, IF APPROPRIATE, IRS FORM W-8.
This Amended and Restated Letter of Transmittal (together with any amendments and supplements thereto, this “Amended and Restated Letter of Transmittal”) is to be used either if certificates for shares of common stock, par value $0.01 per share (each, a “Share,” and collectively, the “Shares”), of MGM Resorts International (the “Company,” “we,” “us” or “our”) being tendered are to be forwarded with this Amended and Restated Letter of Transmittal or, unless an Agent’s Message (defined below) is utilized, if delivery of Shares is to be made by book-entry transfer to an account maintained by Computershare Trust Company N.A., the depositary for the Offer (the “Depositary”), at The Depository Trust Company, which is referred to as the “Book-Entry Transfer Facility,” pursuant to the procedures set forth in Section 3 of the Offer to Purchase dated February 13, 2020 (as previously amended and supplemented, and together with any additional amendments or supplements thereto, the “Offer to Purchase,” and together with this Amended and Restated Letter of Transmittal and other related materials, as each may be amended or supplemented from time to time, the “Offer”).
All tenders of Shares made prior to our 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 Offer, will be required to retender their Shares as provided for in the Offer to Purchase, this Amended and Restated Letter of Transmittal and the Amended and Restated Notice of Guaranteed Delivery.
Tendering shareholders must deliver either the certificates for, or timely confirmation of book-entry transfer in accordance with the procedures described in Section 3 of the Offer to Purchase with respect to, their Shares and all other documents required by this Amended and Restated Letter of Transmittal to the Depositary by 12:00 Midnight, at the end of the day, New York City time, on March 12, 2020, unless we extend or terminate the Offer (such date and time, as they may be extended, the “Expiration Date”). The term Expiration Date refers to the specific time and date on which the Offer expires.
Tendering shareholders whose certificates for Shares are not immediately available or who cannot deliver either the certificates for, or timely confirmation of book-entry in accordance with the procedures described in Section 3 of the Offer to Purchase with respect to, their Shares and all other documents required by this Amended and Restated Letter of Transmittal to the Depositary by the Expiration Date must tender their Shares in accordance with the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. All capitalized terms not otherwise defined herein have the meaning ascribed to them in the Offer to Purchase.
Voluntary Corporate Action – MGM
3
Your attention is directed in particular to the following:
| 1. | If you have not previously tendered Shares, or if you previously tendered Shares by completing and returning the original Letter of Transmittal and you want to retain your shares, do not take any action. |
| 2. | All tenders of Shares made prior to our announcement of the amendment of the price range of the Offer on February 28, 2020 are no longer valid. Accordingly, if you have previously tendered Shares by completing and returning the original Letter of Transmittal filed on February 13, 2020, including if you checked the box captioned “Shares Tendered at Price Determined Under the Offer” in the original Letter of Transmittal, and you still wish to participate in the Offer, you will be required to retender your Shares as provided for in the Offer to Purchase, this Amended and Restated Letter of Transmittal and the Amended and Restated Notice of Guaranteed Delivery. |
| 3. | If you wish to participate in the Offer and wish to maximize your chances of having Shares you are tendering by this Amended and Restated Letter of Transmittal purchased in the Offer by the Company, you should check the box marked “Shares Tendered At Price Determined Under The Offer” below and complete the other portions of this Amended and Restated Letter of Transmittal as appropriate. You should understand that this election will indicate that you will accept the Final Purchase Price as determined by us in accordance with the terms and subject to the conditions of the Offer, and this election may have the effect of lowering the Final Purchase Price and could result in your tendered Shares being purchased at $23.50 per Share, which is the low end of the price range in the Offer, less any applicable withholding taxes and without interest, a price that is below the last reported sale price of the Shares on the NYSE on February 28, 2020, the date of the announcement of the amendment of the price range for the Offer, which was $24.56 per Share, and could be below the last reported sale price of the Shares on the NYSE on the Expiration Date. |
| 4. | If you wish to select a specific price (in multiples of $0.25) at which you will be tendering your Shares, you must select the appropriate box in the section captioned “Shares Tendered At Price Determined By Shareholder” below and complete the other portions of this Amended and Restated Letter of Transmittal as appropriate. You should understand that this election could mean that none of your tendered Shares will be purchased if you select a box other than the box representing a price at or below the Final Purchase Price. |
Voluntary Corporate Action – MGM
4
METHOD OF DELIVERY
| ☐ | CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE ENCLOSED HEREWITH. |
| ☐ | CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK- ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER): |
| Name of Tendering Institution: | ||||
| Account Number: | ||||
| Transaction Code Number: | ||||
| ☐ | CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES OUTLINED IN SECTION 3 OF THE OFFER TO PURCHASE AND COMPLETE THE FOLLOWING: |
| Name (s) of Registered Owner (s): | ||||
| Date of Execution of Amended and Restated Notice of Guaranteed Delivery: | ||||
| Name of Institution that Guaranteed Delivery: | ||||
| Account Number: | ||||
Voluntary Corporate Action – MGM
5
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
(See Instruction 5)
THE UNDERSIGNED IS TENDERING SHARES AS FOLLOWS (CHECK ONLY ONE BOX UNDER
(1) OR (2) BELOW).
(1) SHARES TENDERED AT PRICE DETERMINED UNDER THE OFFER
BY CHECKING THE BOX BELOW INSTEAD OF ONE OF THE BOXES UNDER “Shares Tendered At Price Determined By Shareholder,” the undersigned hereby tenders Shares at the Final Purchase Price as shall be determined by the Company in accordance with the terms of and subject to the conditions of the Offer.
| ☐ | The undersigned wishes to maximize its chances of having the Company purchase all of the Shares the undersigned is tendering by this Amended and Restated Letter of Transmittal (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes below, the undersigned hereby tenders its Shares at, and is willing to accept, the Final Purchase Price as determined by the Company in accordance with the terms and subject to the conditions of the Offer. The undersigned understands that checking this box will result in its Shares being deemed to have been tendered at $23.50 per Share, which is the low end of the price range in the Offer, for purposes of determining the Final Purchase Price. The undersigned also understands that this may have the effect of lowering the Final Purchase Price and could result in the undersigned receiving a per Share price as low as $23.50, which is the low end of the price range in the Offer, less any applicable withholding taxes and without interest. |
-OR-
(2) SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER
BY CHECKING ONE OF THE FOLLOWING BOXES INSTEAD OF THE BOX UNDER “Shares Tendered At Price Determined Under The Offer,” the undersigned hereby tenders Shares at the price per Share checked. The undersigned understands that this action could result in the Company purchasing none of the Shares tendered hereby if you select a box other than the box representing a price at or below the Final Purchase Price as determined by the Company in accordance with the terms and subject to the conditions of the Offer.
| ☐ $23.50 |
☐ $25.25 |
☐ $26.75 | ||
| ☐ $23.75 |
☐ $25.50 |
☐ $27.00 | ||
| ☐ $24.00 |
☐ $25.75 |
☐ $27.25 | ||
| ☐ $24.25 |
☐ $26.00 |
☐ $27.50 | ||
| ☐ $24.50 |
☐ $26.25 |
☐ $27.75 | ||
| ☐ $24.75 |
☐ $26.50 |
☐ $28.00 | ||
| ☐ $25.00 |
A SHAREHOLDER DESIRING TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE AMENDED AND RESTATED LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SHARES ARE TENDERED. THE SAME SHARES CANNOT BE TENDERED AT MORE THAN ONE PRICE UNLESS PREVIOUSLY PROPERLY WITHDRAWN AS PROVIDED IN SECTION 4 OF THE OFFER TO PURCHASE.
CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.
Voluntary Corporate Action – MGM
6
ODD LOTS
(See Instruction 14)
As described in Section 1 of the Offer to Purchase, under certain conditions, shareholders holding fewer than 100 Shares may have their Shares accepted for payment before any proration of other tendered Shares. This preference is not available to partial tenders, or to beneficial or record holders of an aggregate of 100 or more Shares, even if such holders have separate accounts or certificates representing fewer than 100 Shares.
Accordingly, this section is to be completed ONLY if Shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 Shares. The undersigned certifies that it either (check one box):
| ☐ | owns, beneficially or of record, an aggregate of fewer than 100 Shares and is tendering all such Shares; or |
| ☐ | is a broker, dealer, commercial bank, trust company or other nominee that (i) is tendering, on behalf of the beneficial owner(s), Shares with respect to which it is the record holder and (ii) believes, based upon representations made to it by the beneficial owner(s) of such Shares, that each such person is the beneficial owner of an aggregate of fewer than 100 Shares and is tendering all such Shares. |
CONDITIONAL TENDER
(See Instruction 13)
A shareholder may tender Shares subject to the condition that a specified minimum number of the shareholder’s Shares tendered pursuant to the Amended and Restated Letter of Transmittal must be purchased if any Shares tendered are purchased, all as described in the Offer to Purchase and particularly in Section 6 thereof. Unless at least the minimum number of Shares indicated below is purchased by the Company pursuant to the terms of the Offer, none of the Shares tendered will be purchased. It is the tendering shareholder’s responsibility to calculate that minimum number of Shares that must be purchased if any are purchased, and the Company urges shareholder to consult their own financial and tax advisors before completing this section. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional.
| ☐ | The minimum number of Shares that must be purchased, if any are purchased, is: ________Shares. |
If, because of proration, the minimum number of Shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her Shares and checked this box:
| ☐ | The tendered Shares represent all Shares held by the undersigned. |
Voluntary Corporate Action – MGM
7
LOST OR DESTROYED CERTIFICATE(S)
IF ANY SHARE CERTIFICATE REPRESENTING SHARES THAT YOU OWN HAS BEEN LOST, STOLEN OR DESTROYED, PLEASE CONTACT COMPUTERSHARE TRUST COMPANY, N.A. (“COMPUTERSHARE”) AS THE TRANSFER AGENT AT 1 (800) 678-9606 PROMPTLY TO OBTAIN INSTRUCTIONS AS TO THE STEPS THAT MUST BE TAKEN IN ORDER TO REPLACE THE CERTIFICATE. THIS AMENDED AND RESTATED LETTER OF TRANSMITTAL AND RELATED DOCUMENTS CANNOT BE PROCESSED UNTIL THE PROCEDURES FOR REPLACING LOST OR DESTROYED CERTIFICATES HAVE BEEN FOLLOWED. PLEASE CONTACT COMPUTERSHARE IMMEDIATELY TO PERMIT TIMELY PROCESSING OF THE REPLACEMENT DOCUMENTATION. SEE INSTRUCTION 12.
NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to MGM Resorts International, a Delaware corporation with limited liability (the “Company,” “we,” “us” or “our”), the above-described shares, par value $0.01 per share, of the Company’s shares of its common stock (each, a “Share,” and collectively, the “Shares”) at the price per Share indicated in this Amended and Restated Letter of Transmittal, to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Company’s Offer to Purchase, dated February 13, 2020 (as previously amended and supplemented, and together with any additional amendments or supplements thereto, the “Offer to Purchase”), this Amended and Restated Letter of Transmittal (together with any amendments or supplements thereto, this “Amended and Restated Letter of Transmittal”) and other related materials as may be amended or supplemented from time to time (collectively, with the Offer to Purchase and this Amended and Restated Letter of Transmittal, the “Offer”), receipt of which is hereby acknowledged.
Subject to and effective on acceptance for payment of, and payment for, Shares tendered pursuant to this Amended and Restated Letter of Transmittal in accordance with the terms and subject to the conditions of the Offer, the undersigned hereby agrees to sell, assign and transfer to the Company, or upon the order of the Company will sell, assign and transfer to the Company, all right, title and interest in and to all Shares that are being tendered hereby, to the full extent of the undersigned’s rights with respect to such tendered Shares to:
| 1. | deliver certificates for such tendered Shares or transfer ownership of such tendered Shares on the account books maintained by The Depository Trust Company (which, in the Offer, is called the “Book-Entry Transfer Facility”), together, in any such case, with all accompanying evidence of transfer and authenticity to, or upon the order of, the Company upon receipt by Computershare Trust Company, N.A., the depositary for the Offer (the “Depositary”), as the undersigned’s agent, of the aggregate purchase price (less any applicable withholding taxes and without interest) with respect to such tendered Shares; |
| 2. | present such tendered Shares for cancellation and transfer on the Company’s books; and |
| 3. | receive all benefits and otherwise exercise all rights of beneficial ownership of such tendered Shares, all in accordance with the terms of and subject to the conditions of the Offer. |
The undersigned hereby represents and warrants that the undersigned:
| 1. | has a “net long position” in Shares or Equivalent Securities (as defined below) that is at least equal to the number of Shares being tendered; |
| 2. | has full power and authority to tender, sell, assign and transfer the tendered Shares and that, when the same are accepted for payment, the Company will acquire good title thereto, free and clear of all liens, security interests, restrictions, charges, claims, encumbrances, conditional sales agreements or other |
Voluntary Corporate Action – MGM
8
| similar obligations relating to the sale or transfer of the tendered Shares, and the same will not be subject to any adverse claim or right; and |
| 3. | will, on request by the Depositary or the Company, execute any additional documents deemed by the Depositary or the Company to be necessary or desirable to complete the sale, assignment and transfer of the tendered Shares (and any and all such other Shares or other securities or rights), all in accordance with the terms of and subject to the conditions of the Offer. |
All authority conferred or agreed to be conferred pursuant to this Amended and Restated Letter of Transmittal shall be binding on the successors, assigns, heirs, personal representatives, executors, administrators and other legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.
The undersigned understands that:
| 1. | the tender of Shares properly tendered pursuant to any of the procedures described in Section 3 of the Offer to Purchase and in the instructions to this Amended and Restated Letter of Transmittal and not properly withdrawn pursuant to Section 4 of the Offer to Purchase constitutes the undersigned’s acceptance of the terms and conditions of the Offer, and the Company’s acceptance for payment of the Shares tendered pursuant to the Offer will constitute a binding agreement between the undersigned and the Company in accordance with the terms and subject to the conditions of the Offer; |
| 2. | it is a violation of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”), for a person, acting alone or in concert with others, directly or indirectly, to tender Shares for such person’s own account unless, at the time of tender and at the Expiration Date (as defined in the Offer to Purchase), such person has a “net long position” in (i) the Shares that is equal to or greater than the amount tendered, and will deliver or cause to be delivered such Shares for the purpose of tender to the Company within the period specified in the Offer, or (ii) other securities immediately convertible into, exercisable for or exchangeable into Shares (“Equivalent Securities”) that is equal to or greater than the amount tendered and, upon the acceptance of such tender, will acquire such Shares by conversion, exchange or exercise of such Equivalent Securities to the extent required by the terms of the Offer, and will deliver or cause to be delivered such Shares so acquired for the purpose of tender to the Company within the period specified in the Offer. Rule 14e-4 also provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. A tender of Shares made pursuant to any method of delivery set forth in this Amended and Restated Letter of Transmittal will constitute the tendering shareholder’s representation and warranty to the Company that (i) such shareholder has a “net long position” in Shares or Equivalent Securities being tendered within the meaning of Rule 14e-4, and (ii) such tender of Shares complies with Rule 14e-4; |
| 3. | the Company will, upon the terms and subject to the conditions of the Offer, purchase Shares properly tendered and not properly withdrawn at a price calculated as described herein and in the Offer to Purchase that is a price not greater than $28.00 nor less than $23.50 per Share; |
| 4. | upon the terms and subject to the conditions of the Offer, the Company will determine a single per Share price that it will pay for Shares properly tendered and not properly withdrawn from the Offer, taking into account the number of Shares properly tendered and the prices specified, or deemed specified, by tendering shareholders. |
We will select this single per Share price (the “Final Purchase Price”) as the lowest single purchase price, not greater than $28.00 nor less than $23.50 per Share, that would allow the Company to purchase up to 53,191,489 Shares (at the low end of the price range in the Offer), or all Shares properly tendered and not properly withdrawn in the event that fewer than 44,642,857 Shares are properly tendered and not properly withdrawn. All Shares purchased in the Offer will be purchased at the Final Purchase Price, including Shares tendered at a price lower than the Final Purchase Price.
Voluntary Corporate Action – MGM
9
| 5. | the Company reserves the right, in its sole discretion, to change the per Share purchase price range and to increase or decrease the number of Shares sought in the Offer, subject to applicable law and the authority of the Company to conduct a share repurchase program of up to $1,250,000,000 in aggregate purchase price of its outstanding Shares (the “Board Authorization”). In accordance with the rules of the Securities and Exchange Commission (the “SEC”), if more than $1,250,000,000 in aggregate purchase price of Shares is tendered in the Offer at or below the Final Purchase Price, subject to the Board Authorization, the Company may increase the number of Shares accepted for payment in the Offer by no more than 2% of the outstanding Shares without extending the Expiration Date; |
| 6. | only Shares properly tendered at prices at or below the Final Purchase Price and not properly withdrawn, will be purchased upon the terms and subject to the conditions of the Offer. However, because of proration, “Odd Lot” priority and the conditional tender provisions described in the Offer to Purchase, the Company may not purchase all of the Shares tendered at or below the Final Purchase Price if Shares having an aggregate purchase price in excess of $1,250,000,000 are properly tendered (and not properly withdrawn) at or below the Final Purchase Price; |
| 7. | Shares not purchased in the Offer, including Shares tendered at prices in excess of the Final Purchase Price and Shares not purchased because of proration or conditional tender, will be returned to you at the Company’s expense promptly after the Expiration Date; |
| 8. | upon the terms and subject to the conditions of the Offer and subject to applicable law and the Board Authorization, the Company expressly reserves the right, in its sole discretion, to (i) upon the occurrence of any of the conditions specified in Section 7 of the Offer to Purchase, (a) terminate the Offer and return all tendered Shares to tendering shareholders, (b) extend the Offer and, subject to withdrawal rights as set forth in Section 4 of the Offer to Purchase, retain all of the tendered Shares until the expiration of the Offer as so extended, (c) waive a condition of the Offer and, subject to any requirement to extend the period of time during which the Offer is open, purchase all of the Shares properly tendered and not properly withdrawn prior to the Expiration Date or (d) delay acceptance for payment of or payment for Shares, subject to applicable law, until satisfaction or waiver of the conditions to the Offer, and (ii) extend the period of time during which the Offer is open, and thereby delay acceptance for payment of, and payment for, any Shares, by giving oral or written notice of such extension to the Depositary and making a public announcement thereof. During any such extension, all Shares previously tendered and not properly withdrawn will remain subject to the Offer and to the rights of a tendering shareholder to withdraw such shareholder’s Shares; |
| 9. | shareholder who cannot deliver certificates for their Shares and all other required documents to the Depositary or complete the procedures for book-entry transfer prior to the Expiration Date may tender their Shares by properly completing and duly executing the Amended and Restated Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase; |
| 10. | the Company has advised the undersigned to consult with the undersigned’s own advisors as to the consequences of tendering Shares pursuant to the Offer; |
| 11. | THE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS OF SHARES BE ACCEPTED FROM OR ON BEHALF OF, SHAREHOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF THAT JURISDICTION; and |
| 12. | the undersigned recognizes that under certain circumstances set forth in the Offer, the Company may not be required to accept for payment, purchase or pay for any Shares tendered hereby. |
The undersigned agrees to all of the terms and conditions of the Offer.
Voluntary Corporate Action – MGM
10
Unless otherwise indicated below in the box captioned “Special Payment Instructions,” please issue the check for the purchase price for Shares accepted for payment (less any applicable withholding taxes) in the name(s) of, and/or return any certificates for Shares not properly tendered or accepted for payment to, the name(s) of the registered holder(s) appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price for Shares accepted for payment (less any applicable withholding taxes) and/or return any certificates for Shares not properly tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered owner(s) appearing under “Description of Shares Tendered.”
In the event that both the “Special Delivery Instructions” and the “Special Payment Instructions” are completed, please issue the check for payment of the purchase price (less any applicable withholding taxes) for Shares accepted for payment and/or return any certificates for Shares not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and/or return such certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Unless otherwise indicated in the box captioned “Special Payment Instructions,” please credit any Shares properly tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility designated above. Appropriate medallion signature guarantees by an Eligible Institution (as defined in Instruction 1) have been included with respect to Shares for which Special Payment Instructions have been given. The undersigned recognizes that the Company has no obligation pursuant to the “Special Payment Instructions” to transfer any Shares from the name of the registered holder(s) thereof if the Company does not accept for payment any of Shares so properly tendered.
Voluntary Corporate Action – MGM
11
| SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 6, 7 and 8)
To be completed ONLY if certificates for Shares not properly tendered or not accepted for payment and/or the check for the purchase price for Shares accepted for payment (less any applicable withholding taxes) are to be issued in the name of someone other than the undersigned or if Shares properly tendered by book-entry transfer which are not accepted for payment are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than that designated above.
Issue: ☐ Check and/or
☐ Share Certificates to:
Name: (Please Print)
Address: (Include Zip Code)
(Taxpayer Identification or Social Security Number)
|
| SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 6, 7 and 8)
To be completed ONLY if the certificates for Shares not properly tendered or not accepted for payment and/or the check for payment of the purchase price for Shares accepted for payment (less any applicable withholding taxes) are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown in the box titled “Description of Shares Tendered.”
Issue: ☐ Check and/or
☐ Share Certificates to:
Name: (Please Print)
Address: (Include Zip Code) |
Voluntary Corporate Action – MGM
12
| IMPORTANT: SHAREHOLDERS SIGN HERE
Signature of Owner(s): Signature(s) of Owner(s): Dated:
(Must be signed by registered holder(s) exactly as name(s) appear(s) on share certificate(s) or by person(s) authorized to become registered holder(s) of share certificate(s) as evidenced by endorsement or stock powers transmitted herewith. If signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, the full title of the person should be set forth. See Instruction 6).
Name(s): (Please Print)
Capacity (full title): Address:
(Include Zip Code) Daytime Area Code and Telephone Number: Taxpayer Identification or Social Security No.:
Complete accompanying IRS Form W-9 or appropriate IRS Form W-8.
Name of Firm: (Please Print)
Address: (Include Zip Code) Authorized Signature: Name: (Please Print) Area Code and Telephone Number: Dated:
NOTE: A notarization by a notary public is not acceptable.
PLACE MEDALLION GUARANTEE HERE. |
Voluntary Corporate Action – MGM
13
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
| 1. | Guarantee of Signatures. No signature guarantee is required on this Amended and Restated Letter of Transmittal if (i) this Amended and Restated Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Instruction 1, includes any participant in the Book-Entry Transfer Facility’s system whose name appears on a security position listing as the owner of Shares) of Shares tendered herewith, unless such registered holder(s) has or have completed the box captioned “Special Delivery Instructions” or the box captioned “Special Payment Instructions” on this Amended and Restated Letter of Transmittal or (ii) such Shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of a Medallion Program approved by the Securities Transfer Agents Association, Inc., including the Securities Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program, or is otherwise an “eligible guarantor institution” as the term is defined in Exchange Act Rule 17Ad-15 (each an “Eligible Institution”). In all other cases, all signatures on this Amended and Restated Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 6. If you have any questions regarding the need for a signature guarantee, please call the Information Agent at 1-800-283-9185. |
| 2. | Requirements of Tender. This Amended and Restated Letter of Transmittal is to be completed by shareholder either if certificates are to be forwarded herewith or, unless an Agent’s Message (as defined below) is utilized, if delivery of Shares is to be made pursuant to the procedures for book-entry transfer set forth in Section 3 of the Offer to Purchase. For a shareholder to validly tender Shares pursuant to the Offer, (i) this Amended and Restated Letter of Transmittal, properly completed and duly executed, and the certificate(s) representing the tendered Shares, together with any required signature guarantees, and any other required documents, must be received by the Depositary at one of its addresses set forth on the back of this Amended and Restated Letter of Transmittal prior to the Expiration Date, (ii) this Amended and Restated Letter of Transmittal, properly completed and duly executed, together with any required Agent’s Message and any other required documents, must be received by the Depositary at one of its addresses set forth on the back of this Amended and Restated Letter of Transmittal prior to the Expiration Date and Shares must be delivered pursuant to the procedures for book-entry transfer set forth in this Amended and Restated Letter of Transmittal (and a book-entry confirmation must be received by the Depositary) prior to the Expiration Date or (iii) the shareholder must comply with the guaranteed delivery procedures set forth below and in Section 3 of the Offer to Purchase. |
Tenders of Shares made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. If the Company extends the Offer beyond that time, tendered Shares may be withdrawn at any time until the extended Expiration Date. If, following the Expiration Date, the Company has not accepted for payment Shares that a shareholder has properly tendered to the Company by 12:00 Midnight, at the end of the day, New York City time, on April 9, 2020, such shareholder may also withdraw its Shares at any time thereafter. To withdraw tendered Shares, shareholders must deliver a written notice of withdrawal to the Depositary within the prescribed time period at one of the addresses set forth in this Amended and Restated Letter of Transmittal.
Any notice of withdrawal must specify the name of the tendering shareholder, the number of Shares to be withdrawn, and the name of the registered holder of such Shares. In addition, if the certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, before the release of the certificates, the tendering shareholder must also submit the serial numbers shown on the particular certificates for Shares to be withdrawn and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (except in the case of Shares tendered by an Eligible Institution). If Shares have been tendered pursuant to the procedures for book-entry transfer, the notice of withdrawal also must specify
Voluntary Corporate Action – MGM
14
the name and the number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the procedures of that facility. Withdrawals may not be rescinded and any Shares withdrawn will not be properly tendered for purposes of the Offer unless the withdrawn Shares are properly re-tendered prior to the Expiration Date by following the procedures described above.
Shareholders whose certificates for Shares are not immediately available or who cannot deliver their certificates and all other required documents to the Depositary or complete the procedures for book-entry transfer prior to the Expiration Date may tender their Shares by properly completing and duly executing the Amended and Restated Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. Pursuant to those procedures, (a) tender must be made by or through an Eligible Institution, (b) a properly completed and duly executed Amended and Restated Notice of Guaranteed Delivery, substantially in the form provided by the Company, must be received by the Depositary prior to the Expiration Date and (c) the certificates for all tendered Shares in proper form for transfer (or a book-entry confirmation with respect to all such Shares), together with a Amended and Restated Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer, an Agent’s Message, and any other required documents, must be received by the Depositary, in each case, within two trading days after the date of execution of the Amended and Restated Notice of Guaranteed Delivery as provided in Section 3 of the Offer to Purchase. A “trading day” is any day on which the NYSE is open for business. The term “Agent’s Message” means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary, which states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of the Amended and Restated Letter of Transmittal and that the Company may enforce such agreement against the participant.
THE METHOD OF DELIVERY OF SHARES, THIS AMENDED AND RESTATED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE SOLE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. SHARES, AND THIS AMENDED AND RESTATED LETTER OF TRANSMITTAL AND ALL OTHER DOCUMENTS WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). WHEN DELIVERING BY MAIL, WE RECOMMEND THAT YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, AND THAT YOU PROPERLY INSURE THE DOCUMENTS. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY.
Except as specifically provided by the Offer to Purchase, no alternative, conditional or contingent tenders will be accepted. No fractional Shares will be purchased. All tendering shareholders, by execution of this Amended and Restated Letter of Transmittal, waive any right to receive any notice of the acceptance for payment of their Shares.
| 3. | Inadequate Space. If the space provided in this Amended and Restated Letter of Transmittal is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate signed schedule attached hereto. |
| 4. | Partial Tenders (Not Applicable to Shareholders Who Tender by Book-Entry Transfer). If fewer than all of the Shares represented by any certificate submitted to the Depositary are to be tendered, fill in the number of Shares that are to be tendered in the box entitled “Description of Shares Tendered.” In any such case, new certificate(s) for the remainder of the Shares that were evidenced by the old certificate(s) will be sent to the registered holder(s), unless otherwise provided in the appropriate box on this Amended and Restated Letter of Transmittal, as soon as practicable after the acceptance for payment of, and payment for, |
Voluntary Corporate Action – MGM
15
| Shares tendered herewith. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. |
| 5. | Indication of Price at Which Shares are Being Tendered. For Shares to be properly tendered, the shareholder MUST either (1) check the box in the section captioned “Shares Tendered At Price Determined Under The Offer” in order to maximize the chance of having the Company accept for payment all of the Shares tendered pursuant to this Amended and Restated Letter of Transmittal (subject to the possibility of proration) or (2) check the box indicating the price per Share at which such shareholder is tendering Shares under “Shares Tendered At Price Determined by Shareholder.” Selecting option (1) could result in the shareholder receiving a price per Share as low as $23.50, the low end of the price range in the Offer, less any applicable withholding taxes and without interest. |
ONLY ONE BOX UNDER (1) OR (2) MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES. A SHAREHOLDER WISHING TO TENDER PORTIONS OF SUCH SHAREHOLDER’S SHARE HOLDINGS AT DIFFERENT PRICES MUST COMPLETE A SEPARATE AMENDED AND RESTATED LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SUCH SHAREHOLDER WISHES TO TENDER EACH SUCH PORTION OF SUCH SHAREHOLDER’S SHARES. The same Shares cannot be tendered more than once, unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase, at more than one price.
| 6. | Signatures on Amended and Restated Letter of Transmittal, Stock Powers and Endorsements. If this Amended and Restated Letter of Transmittal is signed by the registered holder(s) of Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) without any change or alteration whatsoever. |
If any of the Shares tendered hereby are owned of record by two or more joint owners, all such persons must sign this Amended and Restated Letter of Transmittal.
If any Shares tendered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Amended and Restated Letters of Transmittal as there are different registrations of certificates.
If this Amended and Restated Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, he or she should so indicate when signing and submit proper evidence satisfactory to the Company of his or her authority to so act.
If this Amended and Restated Letter of Transmittal is signed by the registered owner(s) of Shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the purchase price is to be made, or certificates for Shares not tendered or accepted for payment are to be issued, to a person other than the registered owner(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution.
If this Amended and Restated Letter of Transmittal is signed by a person other than the registered owner(s) of Shares tendered hereby, the certificate(s) representing such Shares must be properly endorsed for transfer or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered owner(s) appear(s) on the certificates(s). The signature(s) on any such certificate(s) or stock power(s) must be guaranteed by an Eligible Institution.
| 7. | Stock Transfer Taxes. Except as otherwise provided in this Instruction 7, the Company will pay any stock transfer taxes with respect to the transfer and sale of Shares to it pursuant to the Offer. If payment of the purchase price for Shares is to be made to, or if Shares not tendered or accepted for payment are to be registered in the name of, any person(s) other than the registered owner(s), or if Shares tendered hereby are |
Voluntary Corporate Action – MGM
16
| registered in the name(s) of any person(s) other than the person(s) signing this Amended and Restated Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered owner(s) or such other person(s)) payable on account of the transfer to such person(s) will be the responsibility of the shareholder and satisfactory evidence of the payment of such taxes or exemption from the payment of such taxes may need to be submitted with this Amended and Restated Letter of Transmittal. |
Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in this Amended and Restated Letter of Transmittal.
| 8. | Special Payment and Delivery Instructions. If a check for the purchase price of any Shares accepted for payment is to be issued in the name of, and/or certificates for any Shares not accepted for payment or not tendered are to be issued in the name of and/or returned to, a person other than the signer of this Amended and Restated Letter of Transmittal, or if a check is to be sent, and/or such certificates are to be returned, to a person other than the Voluntary Corporate Action – MGM signer of this Amended and Restated Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Amended and Restated Letter of Transmittal should be completed. |
| 9. | Waiver of Conditions; Irregularities. All questions as to the number of Shares to be accepted, the purchase price to be paid for Shares to be accepted, the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares and the validity (including time of receipt) and form of any notice of withdrawal of tendered Shares will be determined by the Company, in its sole discretion, subject to applicable laws, and such determination will be final and binding on all parties absent a finding to the contrary by a court of competent jurisdiction. The Company may delegate power in whole or in part to the Depositary. The Company reserves the absolute right to reject any or all tenders of any Shares that the Company determines are not in proper form or the acceptance for payment of or payment for which may, in the opinion of the Company’s counsel, be unlawful. The Company reserves the absolute right to reject any notices of withdrawal that it determines are not in proper form. The Company also reserves the absolute right, subject to the applicable rules and regulations of the SEC, to waive any of the conditions of the Offer prior to the Expiration Date or any defect or irregularity in any tender or withdrawal with respect to any particular Shares or any particular shareholder (whether or not the Company waives similar defects or irregularities in the case of other shareholders), and the Company’s interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties absent a finding to the contrary by a court of competent jurisdiction. In the event a condition of the Offer is waived with respect to any particular shareholder, the same condition will be waived with respect to all shareholders. No tender or withdrawal of Shares will be deemed to have been properly made until all defects or irregularities have been cured by the tendering or withdrawing shareholder or waived by the Company. The Company will not be liable for failure to waive any condition of the Offer, or any defect or irregularity in any tender or withdrawal of Shares. Unless waived, any defects or irregularities in connection with tenders or withdrawals must be cured within the period of time the Company determines. None of the Company, the Dealer Managers, the Information Agent, the Depositary or any other person will be obligated to give notice of any defects or irregularities in any tender or withdrawal, nor will any of the foregoing incur any liability for failure to give any such notification. |
| 10. | Backup Withholding; Withholding for Non-U.S. Holders. In order to avoid backup withholding of U.S. federal income tax on payments of cash pursuant to the Offer, a U.S. Holder (as defined below) tendering Shares in the Offer must (a) qualify for an exemption, as described below or (b) provide the Depositary or other applicable withholding agent with such U.S. Holder’s correct taxpayer identification number (“TIN”) (i.e., social security number or employer identification number) on IRS Form W-9, a copy of which is included with this Amended and Restated Letter of Transmittal, and certify under penalties of perjury that (i) the TIN provided is correct, (ii) (x) the U.S. Holder is exempt from backup withholding, (y) the U.S. Holder has not been notified by the Internal Revenue Service (the “IRS”) that such U.S. Holder is subject to backup withholding as a result of a failure to report all interest or dividends, or (z) the IRS has notified the |
Voluntary Corporate Action – MGM
17
| U.S. Holder that such U.S. Holder is no longer subject to backup withholding, and (iii) the U.S. Holder is a U.S. person (including a U.S. resident alien). If a U.S. Holder does not provide a correct TIN or fails to provide the certifications described above, the payment of cash to such U.S. Holder pursuant to the Offer may be subject to backup withholding at the applicable statutory rate (currently 24%). |
A “U.S. Holder” is any shareholder that for U.S. federal income tax purposes is (i) a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the “substantial presence” test under Section 7701(b) of the Code, (ii) a corporation or partnership created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more “United States persons” within the meaning of Section 7701(a)(30) of the Code have the authority to control all substantial decisions of the trust, or, if the trust was in existence on August 20, 1996, and it has elected to continue to be treated as a United States person.
Backup withholding is not an additional tax. Rather, the amount of the backup withholding can be credited against the U.S. federal income tax liability of the person subject to the backup withholding, provided that the required information is timely given to the IRS. If backup withholding results in an overpayment of tax, a refund can be obtained upon timely filing an income tax return. A tendering U.S. Holder is required to give the Depositary or other applicable withholding agent the TIN of the record owner of the Shares being tendered. If Shares are held in more than one name or are not in the name of the actual owner, consult the instructions to the enclosed IRS Form W-9 for guidance on which number to report.
If a U.S. Holder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such U.S. Holder should write “Applied For” in the space provided for the TIN in Part I of the IRS Form W-9, and sign and date the IRS Form W-9. Writing “Applied For” means that a U.S. Holder has already applied for a TIN or that such U.S. Holder intends to apply for one soon. Notwithstanding that the U.S. Holder has written “Applied For” in Part I, the Depositary will withhold the applicable statutory rate on all payments made prior to the time a properly certified TIN is provided to the Depositary.
Some shareholders are exempt from backup withholding. To prevent possible erroneous backup withholding, exempt shareholders should consult the instructions to the enclosed IRS Form W-9 for additional guidance.
Non-U.S. Holders (as defined below) should complete and sign the main signature form and IRS Form W-8BEN or W-8BEN-E, if applicable, or other applicable IRS Form W-8 in order to avoid backup withholding. A copy of the appropriate IRS Form W-8 may be obtained from the Depositary or from the IRS website (www.irs.gov). A “Non-U.S. Holder” is a shareholder that is not a U.S. Holder. A disregarded domestic entity that has a foreign owner must use the appropriate IRS Form W-8, and not the IRS Form W-9. See the instructions to the enclosed IRS Form W-9 for more instructions.
Any payments made pursuant to the Offer, whether to U.S. or Non-U.S. Holders, that are treated as wages will be subject to applicable wage withholding (regardless of whether an IRS Form W-9 or applicable IRS Form W-8 is provided).
Because it is unclear whether the cash received by a particular Non-U.S. Holder in connection with the Offer will be treated (i) as proceeds of a sale or exchange or (ii) as a distribution, the Depositary or other applicable withholding agent may treat such payment as a dividend distribution for withholding purposes. Accordingly, payments to Non-U.S. Holders may be subject to withholding at a rate of 30% of the gross proceeds paid, unless the Non-U.S. Holder establishes an entitlement to a reduced or zero rate of withholding by timely completing, under penalties of perjury, the applicable IRS Form W-8. See Section 13 of the Offer to Purchase for further information.
Voluntary Corporate Action – MGM
18
Each shareholder is urged to consult its tax advisers for further guidance regarding the completion of IRS Form W-9, IRS Form W-8BEN, IRS Form W-8BEN-E or another version of IRS Form W-8 to claim exemption from withholding.
| 11. | Requests for Assistance or Additional Copies. If you have questions or need assistance, you should contact the Information Agent or the Dealer Managers at their respective addresses and telephone numbers set forth on the back cover of the Offer to Purchase. If you require additional copies of the Offer to Purchase, this Amended and Restated Letter of Transmittal, the Amended and Restated Notice of Guaranteed Delivery, the IRS Form W-9 or other related materials, you should contact the Information Agent. Copies will be furnished promptly at the Company’s expense. |
| 12. | Lost, Destroyed or Stolen Certificates. If any certificate representing Shares has been lost, destroyed or stolen, the shareholder should promptly notify Computershare, as the transfer agent, at the toll-free number 1 (800) 678-9606. The shareholder will then be instructed by Computershare as to the steps that must be taken in order to replace the certificate. This Amended and Restated Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificates have been followed. |
| 13. | Conditional Tenders. As described in Sections 3 and 6 of the Offer to Purchase, shareholders may condition their tenders on all or a minimum number of their tendered Shares being purchased. |
If you wish to make a conditional tender you must indicate this in the box captioned “Conditional Tender” in this Amended and Restated Letter of Transmittal and, if applicable, the Amended and Restated Notice of Guaranteed Delivery. In this box in this Amended and Restated Letter of Transmittal and, if applicable, the Amended and Restated Notice of Guaranteed Delivery, you must calculate and appropriately indicate the minimum number of Shares that must be purchased if any are to be purchased.
As discussed in Sections 3 and 6 of the Offer to Purchase, proration may affect whether the Company accepts conditional tenders and may result in Shares tendered pursuant to a conditional tender being deemed withdrawn if the minimum number of Shares would not be purchased. Upon the terms and subject to the conditions of the Offer, if, because of proration (because more than the number of Shares sought are properly tendered), the minimum number of Shares that you designate will not be purchased, the Company may accept conditional tenders made at or below the Final Purchase Price by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all of your Shares and check the box so indicating. Upon selection by lot, if any, the Company will limit its purchase in each case to the designated minimum number of Shares.
All tendered Shares will be deemed unconditionally tendered unless the “Conditional Tender” box is completed. If you are an Odd Lot Holder (as defined in the Offer to Purchase) and you tender all of your Shares, you cannot conditionally tender, because your Shares will not be subject to proration.
The conditional tender alternative is made available so that a shareholder may seek to structure the purchase of Shares pursuant to the Offer in such a manner that the purchase will be treated as a sale of such Shares by the shareholder, rather than the payment of a dividend to the shareholder for U.S. federal income tax purposes. It is the tendering shareholder’s responsibility to calculate the minimum number of Shares that must be purchased from the shareholder in order for the shareholder to qualify for sale rather than dividend treatment. Each shareholder is urged to consult his or her own tax advisor. See Section 6 of the Offer to Purchase.
| 14. | Odd Lots. As described in Section 1 of the Offer to Purchase, if the Company is to purchase fewer than all Shares properly tendered before the Expiration Date and not properly withdrawn, Shares purchased first will consist of all Odd Lots of less than 100 Shares from shareholders who validly tender all of their Shares at or below the Final Purchase Price and who do not validly withdraw them before the Expiration Date. Tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder will not qualify for |
Voluntary Corporate Action – MGM
19
| this preference. This preference will not be available unless the section captioned “Odd Lots” in this Amended and Restated Letter of Transmittal is completed. |
| 15. | Order of Purchase in Event of Proration. As described in Section 1 of the Offer to Purchase, shareholders may designate the order in which their Shares are to be purchased in the event of proration. The order of purchase may have an effect on the U.S. federal income tax classification and the amount of any gain or loss on Shares purchased. See Section 1 and Section 13 of the Offer to Purchase. |
| 16. | Withdrawal or Change of Election. You may withdraw or change your tender by sending a written notice of withdrawal, together with any other documents required herein (except for previously delivered certificate(s) representing surrendered Shares), to the Depositary, which will be effective if received by the Depositary prior to the Expiration Date. |
IMPORTANT: THIS AMENDED AND RESTATED LETTER OF TRANSMITTAL, TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT’S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE, AND EITHER CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE, PRIOR TO THE EXPIRATION DATE, OR THE TENDERING SHAREHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.
Voluntary Corporate Action – MGM
20
| Form W-9
(Rev. October 2018) Department of the Treasury Internal Revenue Service |
Request for Taxpayer Identification Number and Certification
u Go to www.irs.gov/FormW9 for instructions and the latest information. |
Give Form to the requester. Do not send to the IRS.
| ||
| Print or type. See Specific Instructions on page 3.
|
1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
|
|||||||||||||||||||||
|
2 Business name/disregarded entity name, if different from above
|
||||||||||||||||||||||
| 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes.
|
4 Exemptions (codes apply only to
Exempt payee code (if any)
Exemption from FATCA reporting code (if any)
(Applies to accounts maintained outside the U.S.)
| |||||||||||||||||||||
| ☐ Individual/sole proprietor or single-member LLC
|
☐ | C Corporation | ☐ | S Corporation | ☐ | Partnership | ☐ | Trust/estate | ||||||||||||||
| ☐ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) u
Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC
☐ Other (see instructions) u
|
||||||||||||||||||||||
|
5 Address (number, street, and apt. or suite no.) See instructions.
|
Requester’s name and address (optional) | |||||||||||||||||||||
|
6 City, state, and ZIP code
|
||||||||||||||||||||||
|
7 List account number(s) here (optional)
|
||||||||||||||||||||||
|
Part I |
Taxpayer Identification Number (TIN) | |
| Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later.
|
|
Social security number
| ||||||||||||||||||||||
| - |
- | |||||||||||||||||||||||
| or | ||||||||||||||||||||||||
| Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter. |
Employer identification number |
|||||||||||||||||||||||||
| - |
||||||||||||||||||||||||||
| Part II | Certification |
Under penalties of perjury, I certify that:
| 1. | The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and |
| 2. | I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and |
| 3. | I am a U.S. citizen or other U.S. person (defined below); and |
| 4. | The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. |
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.
| Sign Here |
Signature of U.S. person u |
Date u |
| Cat. No. 10231X | Form W-9 (Rev. 10-2018) | |||
| Form W-9 (Rev. 10-2018) |
Page 2 |
| Form W-9 (Rev. 10-2018) |
Page 3 |
| Form W-9 (Rev. 10-2018) |
Page 4 |
| Form W-9 (Rev. 10-2018) |
Page 5 |
Exhibit (a)(1)(I)
Amended and Restated Notice of Guaranteed Delivery
For Tender of Shares of Common Stock of
MGM Resorts International
THE OFFER AND WITHDRAWAL RIGHTS WILL 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 (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”).
This Amended and Restated Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) if you want to tender your Shares but:
| • | certificates for your Shares (as defined below) are not immediately available or cannot be delivered to the Depositary by the Expiration Date; |
| • | you cannot comply with the procedure for book-entry transfer by the Expiration Date (set forth in Section 3 of the Offer to Purchase); or |
| • | your other required documents cannot be delivered to the Depositary by the Expiration Date, |
in which case, you can still tender your Shares if you comply with the guaranteed delivery procedure described in Section 3 of the Offer to Purchase, dated February 13, 2020 (as previously amended and supplemented, and together with any additional amendments or supplements thereto, the “Offer to Purchase”).
This Amended and Restated Notice of Guaranteed Delivery, properly completed and duly executed, may be delivered to the Depositary by mail, overnight courier or email in accordance with the procedures set forth in the Offer to Purchase prior to the Expiration Date. See Section 3 of the Offer to Purchase.
Deliver to:
the Depositary for the Offer
| If delivering by express mail, courier or other expedited service: | By mail: | |
| Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 150 Royall Street, Suite V Canton, Massachusetts 02021 |
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, Rhode Island 02940-3011 |
If delivering by email: canoticeofguarantee@computershare.com
This email address can ONLY be used for delivery of this Amended and Restated Notice of
Guaranteed Delivery.
For this Amended and Restated Notice of Guaranteed Delivery to be validly delivered, it must be received by the Depositary at one of the above addresses, or by email, prior to the Expiration Date. Delivery of this instrument to an address other than as set forth above will not constitute a valid delivery. Deliveries to the Company, J.P. Morgan Securities LLC or BofA Securities, Inc., the Dealer Managers for the Offer, or Georgeson LLC, the Information Agent, will not be forwarded to the Depositary and therefore will not constitute valid delivery. Deliveries to The Depository Trust Company will not constitute valid delivery to the Depositary.
This Amended and Restated Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on the Amended and Restated Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions to the Amended and Restated Letter of Transmittal, the signature guarantee must appear in the applicable space provided in the signature box on the Amended and Restated Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to MGM Resorts International, a Delaware corporation (the “Company”), upon the terms and subject to the conditions set forth in its Offer to Purchase, dated February 13, 2020 (as previously amended and supplemented, and together with any additional amendments or supplements thereto, the “Offer to Purchase”), the related Amended and Restated Letter of Transmittal (together with any amendments or supplements thereto, the “Amended and Restated Letter of Transmittal”) and other related materials as may be amended or supplemented from time to time (collectively, with the Offer to Purchase and the Amended and Restated Letter of Transmittal, the “Offer”), receipt of which is hereby acknowledged by the undersigned, the number of shares of common stock of the Company, par value $0.01 per share (each, a “Share,” and collectively, the “Shares”), listed below pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Offer to Purchase. Participants should notify the Depositary prior to covering through the submission of a physical security directly to the Depositary based on a guaranteed delivery that was submitted via The Depository Trust Company’s PTOP platform.
Number of Shares to be tendered: _________________________ Shares.
NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
(See Instruction 5 to the Amended and Restated Letter of Transmittal)
THE UNDERSIGNED IS TENDERING SHARES AS FOLLOWS (CHECK ONLY ONE BOX UNDER
(1) OR (2) BELOW):
| (1) | SHARES TENDERED AT PRICE DETERMINED UNDER THE OFFER |
BY CHECKING THE BOX BELOW INSTEAD OF ONE OF THE BOXES UNDER “Shares Tendered At Price Determined By Shareholder,” the undersigned hereby tenders Shares at the Final Purchase Price (as defined in the Offer to Purchase) as shall be determined by the Company in accordance with the terms of and subject to the conditions of the Offer.
| ☐ | The undersigned wishes to maximize its chances of having the Company purchase all of the Shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes below, the undersigned hereby tenders its Shares at, and is willing to accept, the Final Purchase Price as determined by the Company in accordance with the terms and subject to the conditions of the Offer. The undersigned understands that checking this box will result in its Shares being deemed to have been tendered at $23.50 per Share, which is the low end of the price range in the Offer, for purposes of determining the Final Purchase Price. The undersigned also understands that this may have the effect of lowering the Final Purchase Price and could result in the undersigned receiving a per Share price as low as $23.50, which is the low end of the price range in the Offer, less any applicable withholding taxes and without interest. |
-OR-
| (2) | SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER |
BY CHECKING ONE OF THE FOLLOWING BOXES INSTEAD OF THE BOX UNDER “Shares Tendered At Price Determined Under The Offer,” the undersigned hereby tenders Shares at the price per Share checked. The
2
undersigned understands that this action could result in the Company purchasing none of the Shares tendered hereby if you select a box other than the box representing a price at or below the Final Purchase Price as determined by the Company in accordance with the terms and subject to the conditions of the Offer.
| ☐ $23.50 |
☐ $25.25 |
☐ $26.75 | ||
| ☐ $23.75 |
☐ $25.50 |
☐ $27.00 | ||
| ☐ $24.00 |
☐ $25.75 |
☐ $27.25 | ||
| ☐ $24.25 |
☐ $26.00 |
☐ $27.50 | ||
| ☐ $24.50 |
☐ $26.25 |
☐ $27.75 | ||
| ☐$24.75 |
☐ $26.50 |
☐ $28.00 | ||
| ☐ $25.00 |
CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.
A SHAREHOLDER DESIRING TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE INSTRUCTION FORM FOR EACH PRICE AT WHICH SHARES ARE TENDERED. THE SAME SHARES CANNOT BE TENDERED AT MORE THAN ONE PRICE UNLESS PREVIOUSLY PROPERLY WITHDRAWN AS PROVIDED IN SECTION 4 OF THE OFFER TO PURCHASE.
ODD LOTS
(See Instruction 14 of the Amended and Restated Letter of Transmittal)
As described in Section 1 of the Offer to Purchase, under certain conditions, shareholders holding fewer than 100 Shares may have their Shares accepted for payment before any proration of other tendered Shares. This preference is not available to partial tenders, or to beneficial or record holders of an aggregate of 100 or more Shares, even if such holders have separate accounts or certificates representing fewer than 100 Shares.
Accordingly, this section is to be completed ONLY if Shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 Shares. The undersigned certifies that it either (check one box):
| ☐ | owns, beneficially or of record, an aggregate of fewer than 100 Shares and is tendering all such Shares; or |
| ☐ | is a broker, dealer, commercial bank, trust company or other nominee that (i) is tendering, on behalf of the beneficial owner(s), Shares with respect to which it is the record holder and (ii) believes, based upon representations made to it by the beneficial owner(s) of such Shares, that each such person is the beneficial owner of an aggregate of fewer than 100 Shares and is tendering all such Shares. |
CONDITIONAL TENDER
(See Instruction 13 of the Amended and Restated Letter of Transmittal)
A shareholder may tender Shares subject to the condition that a specified minimum number of the shareholder’s Shares tendered pursuant to the Amended and Restated Letter of Transmittal must be purchased if any Shares tendered are purchased, all as described in the Offer to Purchase and particularly in Section 6 thereof. Unless at least that minimum number of Shares indicated below is purchased by the Company pursuant to the terms of the Offer, none of the Shares tendered by you will be purchased. It is the tendering shareholder’s responsibility to calculate that minimum number of Shares that must be purchased if any are purchased, and the Company urges shareholders to consult their own financial or tax advisors before completing this section. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional.
3
| ☐ | The minimum number of Shares that must be purchased, if any are purchased, is: _____Shares. |
If, because of proration, the minimum number of Shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her Shares and checked this box:
| ☐ | The tendered Shares represent all Shares held by the undersigned. |
| PLEASE SIGN ON THIS PAGE | ||||
| Name(s) of Record Holder(s): | ||||
| (Please Print) | ||||
| Signature(s): | ||||
| Address(es): | ||||
| (Include Zip Code)
| ||||
| Area code and telephone number: | ||||
| ☐ If delivery will be by book-entry transfer, check this box. | ||||
| Name of tendering institution: | ||||
| Account number: | ||||
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Association Medallion Signature Guarantee Program, or an “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (an “Eligible Institution”), hereby guarantees: (i) that the above-named person(s) “own(s)” and has or have a net long position in the Shares being tendered within the meaning of Rule 14e-4 promulgated under the Exchange Act, (ii) that such tender of Shares complies with Rule 14e-4 and (iii) it will deliver to the Depositary (at one of its addresses set forth above) certificate(s) for the Shares tendered hereby, in proper form for transfer, or a confirmation of the book-entry transfer of the Shares into the Depositary’s account at The Depository Trust Company together with a properly completed and duly executed Amended and Restated Letter of Transmittal (or a manually signed email thereof) or an Agent’s Message (as defined in the Offer to Purchase) and any other required documents, within two (2) trading days (as defined in the Amended and Restated Letter of Transmittal) after the date of receipt by the Depositary of this Amended and Restated Notice of Guaranteed Delivery.
The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Amended and Restated Letter of Transmittal and certificates for Shares to the Depositary within the time period shown herein. Failure to do so could result in financial loss to such Eligible Institution. Participants should notify the Depositary prior to covering through the submission of a physical security directly to the Depositary based on a guaranteed delivery that was submitted via The Depository Trust Company’s PTOP platform.
| Name of Eligible Institution Guaranteeing Delivery | Authorized Signature | |||
| Address | Name (Print Name) | |||
| Zip Code | Title | |||
| (Area Code) Telephone No. | Dated: , 2020 |
4
This form is not to be used to guarantee signatures. If a signature on an Amended and Restated Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Amended and Restated Letter of Transmittal.
NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. YOUR SHARE CERTIFICATES MUST BE SENT WITH THE AMENDED AND RESTATED LETTER OF TRANSMITTAL UNLESS DELIVERY OF THE SHARES IS MADE BY BOOK-ENTRY TRANSFER.
5
Exhibit (a)(1)(J)
Offer to Purchase for Cash
by
MGM Resorts International
Up to $1,250,000,000 of its Shares of Common Stock
At a Cash Purchase Price Not More than $28.00 per Share Nor Less than $23.50 per Share
THE OFFER AND WITHDRAWAL RIGHTS WILL 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 (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”).
February 28, 2020
To Brokers, Dealers, Banks, Trust Companies and Other Nominees:
MGM Resorts International, a Delaware corporation (the “Company”), has appointed us to act as Dealer Managers in connection with its offer to purchase for cash 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”), at a price calculated as described herein and in the Offer to Purchase that is a price not greater than $28.00 nor less than $23.50 per Share to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 13, 2020 (as has been amended and supplemented to the date hereof, and together with any additional amendments or supplements thereto, the “Offer to Purchase”), the related Amended and Restated Letter of Transmittal (together with any amendments or supplements thereto, the “Amended and Restated Letter of Transmittal”) and other related materials as may be amended or supplemented from time to time (collectively, with the Offer to Purchase and the Amended and Restated Letter to Transmittal, the “Offer”).
The Company will, upon the terms and subject to the conditions of the Offer, determine a single per Share price that it will pay for Shares properly tendered and not properly withdrawn from the Offer, taking into account the total number of Shares properly tendered and the prices specified, or deemed specified, by tendering shareholders. We will select this single per Share price (the “Final Purchase Price”) as the lowest single purchase price (in increments of $0.25), not greater than $28.00 nor less than $23.50 per Share, that would allow the Company to purchase the maximum number of Shares for an aggregate purchase price not exceeding $1,250,000,000, or all Shares properly tendered and not properly withdrawn in the event that less than $1,250,000,000 in aggregate purchase price of Shares is properly tendered and not properly withdrawn. All Shares purchased in the Offer will be purchased at the Final Purchase Price, including Shares tendered at a price lower than the Final Purchase Price, subject to “Odd Lot” priority and the conditional tender provisions described in the Offer to Purchase.
Capitalized terms used herein and not defined herein shall have the meanings given to them in the Offer to Purchase. The description of the Offer in this letter is only a summary and is qualified by the terms and conditions of the Offer set forth in the Offer to Purchase, the Amended and Restated Letter of Transmittal and other related materials.
The Company will not purchase any Shares tendered at prices in excess of the Final Purchase Price. The term “Expiration Date” refers to the specific time and date on which the Offer expires. Upon the terms and subject to the conditions of the Offer, if $1,250,000,000 in aggregate purchase price of Shares or less is properly tendered and not properly withdrawn, the Company will purchase all Shares properly tendered at or below the Final Purchase Price and not properly withdrawn prior to the Expiration Date. Only Shares properly tendered at prices at or below the Final Purchase Price, and not properly withdrawn, will be purchased in the Offer upon the terms of and subject to the conditions of the Offer (including the “Odd Lot” priority, proration and conditional tender provisions described in the Offer to Purchase). Under no circumstances will interest be paid on the Final Purchase Price for the Shares regardless of any delay in making such payment. All Shares acquired in the Offer, if any, will be acquired at the Final Purchase Price, including those Shares tendered at a price lower than the Final Purchase Price. The Company reserves the right, in its sole discretion, to change the per Share purchase price range and to increase or decrease the number of Shares sought in the Offer, subject to applicable law and
the authority of the Company to conduct a share repurchase program of up to $3 billion in aggregate purchase price of its outstanding Shares (the “Board Authorization”). In accordance with the rules of the Securities and Exchange Commission, if more than $1,250,000,000 in aggregate purchase price of Shares is tendered in the Offer at or below the Final Purchase Price, subject to the Board Authorization, the Company may increase the number of Shares accepted for payment in the Offer by no more than 2% of the outstanding Shares without extending the Expiration Date.
The Company expressly reserves the right, in its sole discretion, to (i) upon the occurrence of any of certain conditions to the Offer more specifically described in the Offer to Purchase, (a) terminate the Offer and return all tendered Shares to the tendering shareholders, (b) extend the Offer and, subject to the withdrawal rights set forth in the Offer to Purchase, retain all of the tendered Shares until the expiration of the Offer as so extended, (c) waive a condition to the Offer and, subject to any requirement to extend the period of time during which the Offer is open, purchase all of the Shares properly tendered and not properly withdrawn prior to the Expiration Date or (d) delay acceptance of, or payment for, Shares, subject to applicable law, until satisfaction or waiver of such condition, or (ii) amend the Offer in any respect, subject to applicable law.
If the conditions to the Offer have been satisfied or waived and more than $1,250,000,000 in aggregate purchase price of Shares has been properly tendered and not properly withdrawn prior to the Expiration Date, the Company will purchase Shares on the following basis:
(i) first, the Company will purchase all Odd Lots of less fewer 100 Shares at the Final Purchase Price from shareholders who properly tender all of their Shares at or below the Final Purchase Price and who do not properly withdraw them before the Expiration Date. Tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder will not qualify for this preference;
(ii) second, after purchasing all Odd Lots that were properly tendered at or below the Final Purchase Price, subject to the conditional tender provisions described in the Offer to Purchase (whereby a holder may specify the minimum number of such holder’s Shares that must be purchased if any such Shares are purchased), the Company will purchase all Shares properly tendered at or below the Final Purchase Price on a pro rata basis with appropriate adjustment to avoid purchases of fractional Shares; and
(iii) third, only if necessary to permit the Company to purchase $1,250,000,000 in aggregate purchase price of Shares (or such greater amount the Company may elect to purchase, subject to applicable law and the Board Authorization), the Company will purchase Shares conditionally tendered (for which the condition was not initially satisfied) at or below the Final Purchase Price, by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders whose Shares are conditionally tendered must have tendered all of their Shares at or below the Final Purchase Price. Random lot will be facilitated by the Company.
As a result of the foregoing priorities applicable to the purchase of Shares properly tendered, it is possible that fewer than all Shares tendered by a shareholder will be purchased or that, if a tender is conditioned upon the purchase of a specified number of Shares, none of those Shares will be purchased even though those Shares were properly tendered at prices at or below the Final Purchase Price and not properly withdrawn. Shares not purchased in the Offer, including Shares tendered at prices in excess of the Final Purchase Price and Shares not purchased because of proration or conditional tender, will be returned to the tendering shareholders at the Company’s expense promptly after the Expiration Date. See Section 1, Section 3 and Section 5 of the Offer to Purchase.
The Offer is subject to certain conditions. See Section 7 of the Offer to Purchase.
For your information and for forwarding to those of your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:
| 1. | The Offer to Purchase; |
| 2. | The Amended and Restated Letter of Transmittal for your use and for the information of your clients, including an IRS Form W-9; |
| 3. | Amended and Restated Notice of Guaranteed Delivery to be used to accept the Offer if the Share certificates and all other required documents cannot be delivered to the Depositary, or if the procedure for book-entry transfer cannot be completed, before the Expiration Date, as described in Section 3 of the Offer to Purchase; |
| 4. | A letter to clients that you may send to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer; and |
| 5. | A return envelope addressed to Computershare Trust Company, N.A., as Depositary for the Offer. |
The Company’s Board of Directors has authorized the Company to make the Offer. However, none of the Company, the members of its Board of Directors, J.P. Morgan Securities LLC or BofA Securities, Inc., the dealer managers for the Offer (the “Dealer Managers”), Computershare Trust Company, S.A., the depositary for the Offer (the “Depositary”), or Georgeson LLC, the information agent for the Offer (the “Information Agent”), makes any recommendation to any shareholder as to whether to tender or refrain from tendering any Shares or as to the price or prices at which shareholders may choose to tender their Shares. None of the Company, the members of its Board of Directors, the Dealer Managers, the Depositary or the Information Agent has authorized any person to make any recommendation to you as to whether you should tender or refrain from tendering your Shares or as to the purchase price or purchase prices at which you may choose to tender your Shares. Shareholders should carefully evaluate all information in the Offer to Purchase and the Amended and Restated Letter of Transmittal, and should consult their own financial and tax advisors. Shareholders must decide whether to tender or refrain from tendering their Shares and, if deciding to tender, how many Shares to tender and the price or prices at which they wish to tender. In doing so, a shareholder should read carefully the information in the Offer to Purchase and the Amended and Restated Letter of Transmittal before making any decision with respect to the Offer.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON MARCH 12, 2020, UNLESS THE OFFER IS EXTENDED.
For Shares to be tendered properly pursuant to the Offer, one of the following must occur: (i) the certificates for such Shares, or confirmation of receipt of such Shares pursuant to the procedure for book-entry transfer set forth in Section 3 of the Offer to Purchase, together with (a) a properly completed and duly executed Amended and Restated Letter of Transmittal, including any required signature guarantees and any documents required by the Amended and Restated Letter of Transmittal, or (b) an Agent’s Message (as defined in Section 3 of the Offer to Purchase) in the case of a book-entry transfer, must be received before the Expiration Date by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase or (ii) shareholders whose certificates for Shares are not immediately available or who cannot deliver their certificates and all other required documents to the Depositary, or cannot complete the procedures for book-entry transfer prior to the Expiration Date, must properly complete and duly execute the Amended and Restated Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase.
The Company will not pay any fees or commissions to brokers, dealers, commercial banks or trust companies or other nominees (other than fees to the Dealer Managers and the Information Agent, as described in Section 15 of the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. The Company will, however, upon request, reimburse brokers, dealers (including, if applicable, the Dealer Managers), commercial banks, trust companies or other nominees for customary mailing and handling expenses incurred by them in forwarding the Offer and related materials to the beneficial owners of Shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as the agent of the Company, the Dealer Managers, the Information Agent or the Depositary for purposes of the Offer. The Company will pay or cause to be paid all stock transfer taxes, if any, on its purchase of the Shares except as otherwise provided in the Offer to Purchase or Instruction 7 in the Amended and Restated Letter of Transmittal.
3
Any inquiries you may have with respect to the Offer may be addressed to the Dealer Managers at their respective addresses and telephone numbers listed below.
Additional copies of the Offer to Purchase, the Amended and Restated Letter of Transmittal and other related materials may also be obtained from the Information Agent for the Offer collect at 1-800-283-9185.
Very truly yours,
J.P. MORGAN SECURITIES LLC
BOFA SECURITIES, INC.
NOTHING CONTAINED IN THIS DOCUMENT OR IN THE ENCLOSED DOCUMENTS WILL MAKE YOU OR ANY OTHER PERSON AN AGENT OF THE COMPANY, THE DEALER MANAGERS, THE INFORMATION AGENT OR THE DEPOSITARY OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED AND THE STATEMENTS CONTAINED IN THOSE DOCUMENTS.
The Dealer Managers for the Offer are:
J.P. Morgan
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Call Toll-Free: 1 (877) 371-5947
BofA Securities
BofA Securities, Inc.
Bank of America Tower
One Bryant Park
New York, New York 10036
Call Toll-Free: 1 (888) 803-9655
4
Exhibit (a)(1)(K)
Offer to Purchase for Cash
by
MGM Resorts International
Up to $1,250,000,000 of its Shares of Common Stock
At a Cash Purchase Price Not More than $28.00 per Share Nor Less than $23.50 per Share
THE OFFER AND WITHDRAWAL RIGHTS WILL 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 (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”).
February 28, 2020
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated February 13, 2020 (as has been amended and supplemented to the date hereof, and together with any additional amendments or supplements thereto, the “Offer to Purchase”), the related Amended and Restated Letter of Transmittal (together with any amendments or supplements thereto, the “Amended and Restated Letter of Transmittal”) and other related materials (together with any amendments or supplements thereto, the Offer to Purchase and the Amended and Restated Letter of Transmittal, the “Offer”) in connection with the offer by MGM Resorts International, a Delaware corporation (the “Company,” “we,” “us” or “our”), to purchase for cash 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”), at a price calculated as described herein and in the Offer to Purchase. The Company has decreased the price per Share at which shareholders may tender to a price not greater than $28.00 per Share nor less than $23.50 per Share, net to the seller in cash, less any applicable withholding taxes and without interest thereon, upon the terms and subject to the conditions of the Offer.
The Company will, upon the terms and subject to the conditions of the Offer, determine a single per Share price that it will pay for Shares properly tendered and not properly withdrawn from the Offer, taking into account the total number of Shares properly tendered and the prices specified, or deemed specified (as described in the attached Instruction Form), by tendering shareholders. We will select this single per Share price (the “Final Purchase Price”) as the lowest single purchase price (in increments of $0.25), not greater than $28.00 nor less than $23.50 per Share, that would allow the Company to purchase the maximum number of Shares for an aggregate purchase price not exceeding $1,250,000,000, or all Shares properly tendered and not properly withdrawn in the event that less than $1,250,000,000 in aggregate purchase price of Shares is properly tendered and not properly withdrawn. All Shares purchased in the Offer will be purchased at the Final Purchase Price, including Shares tendered at a price lower than the Final Purchase Price, subject to “Odd Lot” priority and the conditional tender provisions described in the Offer to Purchase.
Capitalized terms used herein and not defined herein shall have the meanings given to them in the Offer to Purchase. The description of the Offer in this letter is only a summary and is qualified by the terms and conditions of the Offer set forth in the Offer to Purchase, the Amended and Restated Letter of Transmittal and other related materials.
The Company will not purchase any Shares tendered at prices in excess of the Final Purchase Price. The term “Expiration Date” refers to the specific time and date on which the Offer expires. Upon the terms and subject to the conditions of the Offer, if $1,250,000,000 in aggregate purchase price of Shares or less is properly tendered and not properly withdrawn, the Company will purchase all Shares properly tendered at or below the Final Purchase Price and not properly withdrawn prior to the Expiration Date. Only Shares properly tendered at prices at or below the Final Purchase Price, and not properly withdrawn, will be purchased in the Offer in accordance with the terms and subject to the conditions of the Offer (including “Odd Lot” priority, proration and
conditional tender provisions described in the Offer to Purchase). Under no circumstances will interest be paid on the Final Purchase Price for the Shares regardless of any delay in making such payment. All Shares acquired in the Offer, if any, will be acquired at the Final Purchase Price, including those Shares tendered at a price lower than the Final Purchase Price. The Company reserves the right, in its sole discretion, to change the per Share purchase price range and to increase or decrease the number of Shares sought in the Offer, subject to applicable law and the authority of the Company to conduct a share repurchase program of up to $3 billion in aggregate purchase price of its outstanding Shares (the “Board Authorization”). In accordance with the rules of the Securities and Exchange Commission, if more than $1,250,000,000 in aggregate purchase price of Shares is tendered in the Offer at or below the Final Purchase Price, subject to the Board Authorization, the Company may increase the number of Shares accepted for payment in the Offer by no more than 2% of the outstanding Shares without extending the Expiration Date.
The Company expressly reserves the right, in its sole discretion, to (i) upon the occurrence of any of certain conditions to the Offer more specifically described in the Offer to Purchase, (a) terminate the Offer and return all tendered Shares to the tendering shareholders, (b) extend the Offer and, subject to the withdrawal rights set forth in Section 4 of the Offer to Purchase, retain all of the tendered Shares until the expiration of the Offer as so extended, (c) waive a condition of the Offer and, subject to any requirement to extend the period of time during which the Offer is open, purchase all of the Shares properly tendered and not properly withdrawn prior to the Expiration Date or (d) delay acceptance of, or payment for, Shares, subject to applicable law, until satisfaction or waiver of such condition, or (ii) amend the Offer in any respect, subject to applicable law and the Board Authorization.
If the conditions to the Offer have been satisfied or waived and more than $1,250,000,000 in aggregate purchase price of shares has been properly tendered and not properly withdrawn prior to the Expiration Date, the Company will purchase Shares on the following basis:
(i) first, the Company will purchase all Odd Lots of fewer than 100 Shares at the Final Purchase Price from shareholders who properly tender all of their Shares at or below the Final Purchase Price and who do not properly withdraw them before the Expiration Date. Tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder will not qualify for this preference;
(ii) second, after purchasing all Odd Lots that were properly tendered at or below the Final Purchase Price, subject to the conditional tender provisions described in the Offer to Purchase (whereby a holder may specify the minimum number of such holder’s Shares that must be purchased if any such Shares are purchased), the Company will purchase all Shares properly tendered at or below the Final Purchase Price on a pro rata basis with appropriate adjustment to avoid purchases of fractional Shares; and
(iii) third, only if necessary to permit the Company to purchase $1,250,000,000 in aggregate purchase price of Shares (or such greater amount the Company may elect to purchase, subject to applicable law and the Board Authorization), the Company will purchase Shares conditionally tendered (for which the condition was not initially satisfied) at or below the Final Purchase Price, by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders whose Shares are conditionally tendered must have tendered all of their Shares at or below the Final Purchase Price. Random lot will be facilitated by the Company.
As a result of the foregoing priorities applicable to the purchase of Shares properly tendered, it is possible that fewer than all Shares that you tendered will be purchased or that, if a tender is conditioned upon the purchase of a specified number of Shares, none of those Shares that you tendered will be purchased even though those Shares were properly tendered at prices at or below the Final Purchase Price and not properly withdrawn. Shares not purchased in the Offer, including Shares tendered at prices in excess of the Final Purchase Price and Shares not purchased because of proration or conditional tender, will be returned to you at the Company’s expense promptly after the Expiration Date. See Section 1, Section 3 and Section 5 of the Offer to Purchase.
The Offer is subject to certain conditions. See Section 7 of the Offer to Purchase.
2
We are the owner of record of Shares held for your account. As such, we are the only ones who can tender your Shares, and we can tender your Shares only pursuant to your instructions. WE ARE SENDING YOU THE AMENDED AND RESTATED LETTER OF TRANSMITTAL AND OTHER TENDER OFFER MATERIALS FOR YOUR INFORMATION ONLY; YOU CANNOT USE IT OR ANY OTHER MATERIALS TO TENDER SHARES WE HOLD FOR YOUR ACCOUNT.
Please instruct us as to whether you wish us to tender any or all of the Shares we hold for your account in accordance with the terms and subject to the conditions of the Offer.
Please note the following:
| 1. | You may tender your Shares at a price or prices not greater than $28.00 nor less than $23.50 per Share, as indicated in the attached Instruction Form, to be paid to you in cash, less any applicable withholding taxes and without interest, or you may instruct us to tender your Shares at the Final Purchase Price determined by the Company in accordance with the terms and subject to the conditions of the Offer. |
| If you check the box captioned “Shares Tendered at Price Determined Under the Offer” in the Amended and Restated Letter of Transmittal, you should understand that this election will indicate that you will accept the Final Purchase Price as determined by us in accordance with the terms and subject to the conditions of the Offer, and this election may have the effect of lowering the Final Purchase Price and could result in your tendered Shares being purchased at $23.50 per Share, which is the low end of the price range in the Offer, less any applicable withholding taxes and without interest, a price that is below the last reported sale price of the Shares on the NYSE on February 28, 2020, the date of the announcement of the amendment of the price range for the Offer, which was $24.56 per Share, and could be below the last reported sale price of the Shares on the NYSE on the Expiration Date. |
| 2. | All tenders of Shares made prior to our announcement of the amendment of the price range of the Offer on February 28, 2020 are no longer valid. Accordingly, if you have previously tendered Shares by completing and returning the original Letter of Transmittal filed on February 13, 2020, including if you checked the box captioned “Shares Tendered at Price Determined Under the Offer” in the original Letter of Transmittal, and you still wish to participate in the Offer, you will be required to retender your 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. |
| 3. | You should consult with your broker or other financial or tax advisors on the possibility of designating the priority in which your Shares will be purchased in the event of proration. |
| 4. | The Offer and withdrawal rights will expire at 12:00 Midnight, at the end of the day, New York City time, on March 12, 2020, unless the Company extends or terminates the Offer in accordance with the terms and subject to the conditions of the Offer, subject to applicable law. |
| 5. | Assuming that the Offer is fully subscribed, if the Final Purchase Price is determined to be $23.50 per Share, the minimum Final Purchase Price under the Offer, the approximate number of Shares that would be purchased under the Offer is 53,191,489. Assuming that the Offer is fully subscribed, if the Final Purchase Price is determined to be $28.00 per Share, the maximum Final Purchase Price under the Offer, the approximate number of Shares that would be purchased under the Offer is 44,642,857. |
| 6. | If you hold an aggregate of fewer than 100 Shares, and you instruct us to tender on your behalf all such Shares before the Expiration Date at or below the Final Purchase Price and check the box captioned “Odd Lots” on the attached Instruction Form, the Company will accept all such Shares for purchase before proration, if any, of the purchase of other Shares properly tendered at or below the Final Purchase Price and not properly withdrawn pursuant to the Offer. |
| 7. | If you wish to make your tender conditional upon the purchase of all Shares that you tender or upon the Company’s purchase of a specified minimum number of the Shares that you tender, you may elect to |
3
| do so and thereby avoid possible proration of your tender. The Company’s purchase of Shares from all tenders at or below the Final Purchase Price that are so conditioned will be determined by random lot to the extent feasible, and to be eligible for purchase by random lot, any shareholder whose Shares are conditionally tendered must have tendered all of its Shares. To elect such a condition, complete the box entitled “Conditional Tender” in the attached Instruction Form. |
| 8. | If you wish to tender portions of your Shares at different prices, you must complete a separate Instruction Form for each price at which you wish to tender each such portion of your Shares. We will submit a separate Amended and Restated Letter of Transmittal on your behalf for each price you will accept for each portion of Shares tendered. |
| 9. | Tendering shareholders who are tendering Shares registered in their name and who are tendering such Shares directly to the Depositary will not be obligated to pay any brokerage commissions or fees to the Company or to the Dealer Managers or, except as set forth in the Offer to Purchase and the Amended and Restated Letter of Transmittal, share transfer taxes on the Company’s purchase of Shares under the Offer. |
| 10. | None of the Company or any members of its Board of Directors, the Dealer Managers, the Information Agent or the Depositary makes any recommendation to you as to whether to tender or refrain from tendering your Shares or as to any price at which you might tender your Shares. You must make your own decision as to whether to tender your Shares and, if so, how many Shares to tender and at what price or prices to tender. You should carefully read the information in the Offer to Purchase and in the related Amended and Restated Letter of Transmittal, including the purposes and effects of the Offer, prior to making any decision with respect to the Offer. |
YOUR PROMPT ACTION IS REQUESTED. YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US WITH AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF BEFORE THE EXPIRATION DATE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL 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.
If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning the attached Instruction Form to us. If you authorize us to tender your Shares, we will tender all such Shares unless you specify otherwise on the attached Instruction Form.
The Offer is being made solely pursuant to the Offer to Purchase and the related Amended and Restated Letter of Transmittal and is being made to all record holders of the Shares. The Offer is not being made to, and tenders will not be accepted from or on behalf of, holders of Shares in any jurisdiction or in any circumstances where it would be illegal to do so, provided that the Company will comply with the requirements of Rule 13e-4(f)(8) promulgated under the Securities Exchange Act of 1934, as amended. However, the Company may, at its discretion, take any action necessary for it to make the Offer to holders of Shares in any such jurisdiction. In any jurisdiction where the securities or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offer is being made on the Company’s behalf by the Dealer Managers or one or more registered brokers or dealers, which are licensed under the laws of such jurisdiction.
4
INSTRUCTION FORM
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated February 13, 2020 (as has been amended and supplemented to the date hereof, together with any additional amendments or supplements thereto, the “Offer to Purchase”), the related Amended and Restated Letter of Transmittal (together with any amendments or supplements thereto, the “Amended and Restated Letter of Transmittal”) and other related materials (together with any amendments or supplements thereto, the Offer to Purchase and the Amended and Restated Letter of Transmittal, the “Offer”) in connection with the offer by MGM Resorts International, a Delaware Corporation (the “Company”), 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”), at a price calculated as described herein and in the Offer to Purchase that is a price not greater than $28.00 nor less than $23.50 per Share to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions of the Offer. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Offer to Purchase.
The undersigned hereby instruct(s) you to tender to the Company the number of Shares indicated below, or, if no number is specified, all Shares you hold for the account of the undersigned, at the price per Share indicated below, upon the terms and subject to the conditions of the Offer.
Aggregate Number Of Shares To Be Tendered
By You For The Account Of The Undersigned: Shares*.
| * | Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered. |
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
(See Instruction 5 of the Amended and Restated Letter of Transmittal)
THE UNDERSIGNED IS TENDERING SHARES AS FOLLOWS
(CHECK ONLY ONE BOX UNDER (1) OR (2) BELOW):
| (1) | SHARES TENDERED AT PRICE DETERMINED UNDER THE OFFER |
BY CHECKING THE BOX BELOW INSTEAD OF ONE OF THE BOXES UNDER “Shares Tendered At Price Determined By Shareholder,” the undersigned hereby tenders Shares at the Final Purchase Price as shall be determined by the Company in accordance with the terms and subject to the conditions of the Offer.
| ☐ | The undersigned wishes to maximize its chances of having the Company purchase all of the Shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes below, the undersigned hereby tenders its Shares at, and is willing to accept, the Final Purchase Price as determined by the Company in accordance with the terms and subject to the conditions of the Offer. The undersigned understands that checking this box will result in its Shares being deemed to have been tendered at $23.50 per Share, which is the low end of the price range in the Offer, for purposes of determining the Final Purchase Price. The undersigned also understands that this may have the effect of lowering the Final Purchase Price and could result in the undersigned receiving a per Share price as low as $23.50, which is the low end of the price range in the Offer, less any applicable withholding taxes and without interest. |
| (2) | SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER |
BY CHECKING ONE OF THE FOLLOWING BOXES INSTEAD OF THE BOX UNDER “Shares Tendered At Price Determined Under The Offer,” the undersigned hereby tenders Shares at the price per Share checked. The
5
undersigned understands that this action could result in the Company purchasing none of the Shares tendered hereby if you select a box other than the box representing a price at or below the Final Purchase Price as determined by the Company in accordance with the terms and subject to the conditions of the Offer.
| ☐ $23.50 |
☐ $25.25 |
☐ $26.75 | ||
| ☐ $23.75 |
☐ $25.50 |
☐ $27.00 | ||
| ☐ $24.00 |
☐ $25.75 |
☐ $27.25 | ||
| ☐ $24.25 |
☐ $26.00 |
☐ $27.50 | ||
| ☐ $24.50 |
☐ $26.25 |
☐ $27.75 | ||
| ☐ $24.75 |
☐ $26.50 |
☐ $28.00 | ||
| ☐ $25.00 |
CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.
A SHAREHOLDER DESIRING TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE INSTRUCTION FORM FOR EACH PRICE AT WHICH SHARES ARE TENDERED. THE SAME SHARES CANNOT BE TENDERED AT MORE THAN ONE PRICE UNLESS PREVIOUSLY PROPERLY WITHDRAWN AS PROVIDED IN SECTION 4 OF THE OFFER TO PURCHASE.
6
ODD LOTS
(See Instruction 14 of the Amended and Restated Letter of Transmittal)
As described in Section 1 of the Offer to Purchase, under certain conditions, shareholders holding fewer than 100 Shares may have their Shares accepted for payment before any proration of other tendered Shares. This preference is not available to partial tenders, or to beneficial or record holders of an aggregate of 100 or more Shares, even if such holders have separate accounts or certificates representing fewer than 100 Shares.
Accordingly, this section is to be completed ONLY if Shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 Shares. The undersigned certifies that it either (check one box):
| ☐ | owns, beneficially or of record, an aggregate of fewer than 100 Shares and is tendering all such Shares; or |
| ☐ | is a broker, dealer, commercial bank, trust company or other nominee that (i) is tendering, on behalf of the beneficial owner(s), Shares with respect to which it is the record holder and (ii) believes, based upon representations made to it by the beneficial owner(s) of such Shares, that each such person is the beneficial owner of an aggregate of fewer than 100 Shares and is tendering all such Shares. |
CONDITIONAL TENDER
(See Instruction 13 of the Amended and Restated Letter of Transmittal)
A shareholder may tender Shares subject to the condition that a specified minimum number of the shareholder’s Shares tendered pursuant to the Amended and Restated Letter of Transmittal must be purchased if any Shares tendered are purchased, all as described in the Offer to Purchase and particularly in Section 6 thereof. Unless at least that minimum number of Shares indicated below is purchased by the Company pursuant to the terms of the Offer, none of the Shares tendered by you will be purchased. It is the tendering shareholder’s responsibility to calculate that minimum number of Shares that must be purchased if any are purchased, and the Company urges shareholders to consult their own financial or tax advisors before completing this section. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional.
| ☐ | The minimum number of Shares that must be purchased, if any are purchased, is: Shares. |
If, because of proration, the minimum number of Shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her Shares and checked this box:
| ☐ | The tendered Shares represent all Shares held by the undersigned. |
The method of delivery of this document is at the election and risk of the tendering shareholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.
7
The Company’s Board of Directors has authorized the Company to make the Offer. However, none of the Company, any of the members of its Board of Directors, the Dealer Managers, the Information Agent or the Depositary makes any recommendation to shareholders as to whether they should tender or refrain from tendering their Shares or as to the purchase price or purchase prices at which any shareholder may choose to tender Shares. None of the Company, any of the members of its Board of Directors, the Dealer Managers, the Information Agent or the Depositary has authorized any person to make any recommendation to you as to whether you should tender or refrain from tendering your Shares or as to the purchase price or purchase prices at which you may choose to tender your Shares. Shareholders should carefully evaluate all information in the Offer to Purchase and in the Amended and Restated Letter of Transmittal, consult their own financial and tax advisors and make their own decisions about whether to tender or refrain from tendering your Shares and, if deciding to tender, how many Shares to tender and the purchase price or purchase prices at which to tender.
SIGNATURE
| Signature(s) |
| Name(s) |
| (Please Print) |
||||
| Taxpayer Identification or Social Security No.: | ||||
| (Please Print) | ||||
| Address(es) | ||||
| (Include Zip Code) | ||||
| Phone Number (including Area Code) | ||||
| Date: | ||||
8
Exhibit (a)(1)(L)
Amended and Restated Notice of Withdrawal
For Tender of Shares of Common Stock
Pursuant to the Offer to Purchase, Dated February 13, 2020 (as Supplemented and Amended)
by
MGM Resorts International
Up to $1,250,000,000 of its Shares of Common Stock at a Cash Purchase Price Not More than $28.00 per Share Nor Less than $23.50 per Share
THE OFFER AND WITHDRAWAL RIGHTS WILL 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 (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED,
THE “EXPIRATION DATE”).
The undersigned hereby withdraws the tender of his, her or its shares of common stock, par value $0.01 per share (each, a “Share,” and collectively, the “Shares”), of MGM Resorts International (the “Company,” “MGM”, “we,” “us” or “our”) pursuant to the offer of the Company to purchase up to $1,250,000,000 in purchase price of its Shares at a price calculated as described in the Offer to Purchase (as defined below) that is a price not greater than $28.00 nor less than $23.50 per Share to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and conditions described in the Offer to Purchase, dated February 13, 2020 (as previously amended and supplemented, and together with any additional amendments or supplements thereto, the “Offer to Purchase”), in the related Amended and Restated Letter of Transmittal (together with any additional amendments or supplements thereto, the “Amended and Restated Letter of Transmittal”) and in other related materials as may be amended or supplemented from time to time (collectively, with the Offer to Purchase and the Amended and Restated Letter of Transmittal, the “Offer”).
If you have questions or need assistance, you should contact Georgeson LLC, the information agent for the offer (the “Information Agent”), or J.P. Morgan Securities LLC or BofA Securities, Inc., (collectively, the “Dealer Managers”), at their respective addresses and telephone numbers set forth on the back cover of the Offer to Purchase. If you require additional copies of the Offer to Purchase, the Amended and Restated Letter of Transmittal, the Amended and Restated Notice of Guaranteed Delivery, the IRS Form W-9 or other related materials, you should contact the Information Agent. Copies will be furnished promptly at the Company’s expense.
All withdrawals of Shares previously tendered in the Offer must comply with the procedures set forth in Section 4 of the Offer to Purchase.
The undersigned has identified in the table below the Shares that are being withdrawn from the Offer. If a shareholder has used more than one Amended and Restated Letter of Transmittal or has otherwise tendered Shares in more than one group of Shares, the shareholder may withdraw Shares using either separate amended and restated written notices of withdrawal or a combined written amended and restated notice of withdrawal, so long as the information specified above is included.
Voluntary Corporate Action – MGM
| DESCRIPTION OF SHARES TO BE WITHDRAWN | ||||
| SHARES TO BE WITHDRAWN |
PRICE (IN DOLLARS) PER SHARE | |||
| Number of Shares: |
☐ Shares Tendered At Price Determined By Shareholder | |||
| CUSIP NO: |
☐ $23.50 |
☐ $26.00 | ||
| ☐ $23.75 |
☐ $26.25 | |||
| Name of Tendering Shareholder: |
☐ $24.00 |
☐ $26.50 | ||
| ☐ $24.25 |
☐ $26.75 | |||
| Name of Registered Holder of the Shares: |
☐ $24.50 |
☐ $27.00 | ||
| ☐ $24.75 |
☐ $27.25 | |||
| Serial Numbers for Certificates for Shares (if applicable): |
☐ $25.00 |
☐ $27.50 | ||
| ☐ $25.25 |
☐ $27.75 | |||
| ☐ $25.50 |
☐ $28.00 | |||
| ☐ $25.75 |
||||
Voluntary Corporate Action – MGM
2
| DESCRIPTION OF SHARES TO BE WITHDRAWN | ||||
| SHARES TO BE WITHDRAWN |
PRICE (IN DOLLARS) PER SHARE | |||
| Number of Shares: |
☐ Shares Tendered At Price Determined By Shareholder | |||
| CUSIP NO: |
☐ $23.50 |
☐ $26.00 | ||
| ☐ $23.75 |
☐ $26.25 | |||
| Name of Tendering Shareholder: |
☐ $24.00 |
☐ $26.50 | ||
| ☐ $24.25 |
☐ $26.75 | |||
| Name of Registered Holder of the Shares: |
☐ $24.50 |
☐ $27.00 | ||
| ☐ $24.75 |
☐ $27.25 | |||
| Serial Numbers for Certificates for Shares (if applicable): |
☐ $25.00 |
☐ $27.50 | ||
| ☐ $25.25 |
☐ $27.75 | |||
| ☐ $25.50 |
☐ $28.00 | |||
| ☐ $25.75 |
||||
Voluntary Corporate Action –MGM
3
| DESCRIPTION OF SHARES TO BE WITHDRAWN | ||||
| SHARES TO BE WITHDRAWN |
PRICE (IN DOLLARS) PER SHARE | |||
| Number of Shares: |
☐ Shares Tendered At Price Determined By Shareholder | |||
| CUSIP NO: |
☐ $23.50 | ☐ $26.00 | ||
| ☐ $23.75 | ☐ $26.25 | |||
| Name of Tendering Shareholder: |
☐ $24.00 | ☐ $26.50 | ||
| ☐ $24.25 | ☐ $26.75 | |||
| Name of Registered Holder of the Shares: |
☐ $24.50 | ☐ $27.00 | ||
| ☐ $24.75 | ☐ $27.25 | |||
| Serial Numbers for Certificates for Shares (if applicable): |
☐ $25.00 | ☐ $27.50 | ||
| ☐ $25.25 | ☐ $27.75 | |||
| ☐ $25.50 | ☐ $28.00 | |||
| ☐ $25.75 | ||||
For withdrawals of Shares delivered through The Depository Trust Company (the “Book-Entry Transfer Facility”), this amended and restated notice of withdrawal (this “Amended and Restated Notice of Withdrawal”) should only be used for such withdrawals if the undersigned needs to withdraw Shares after the Book-Entry Transfer Facility closes, which is expected to occur at 5:00 p.m., New York City time, on the Expiration Date. Otherwise, the Book-Entry Transfer Facility’s form of amended and restated notice of withdrawal should be used for such Shares.
Once the Book-Entry Transfer Facility has closed, if you beneficially own Shares that were previously delivered through the Book-Entry Transfer Facility, then in order to properly withdraw your Shares, the institution through which your Shares are held must deliver via email this Amended and Restated Notice of Withdrawal to Computershare Trust Company, N.A., the depositary for the Offer (the “Depositary”), at canoticeofguarantee@computershare.com prior to 12:00 midnight, at the end of the day, New York City time, on the Expiration Date. You should consult with such institution on the procedures that must be complied with and the time by which such procedures must be completed to ensure that the institution has ample time to submit this Amended and Restated Notice of Withdrawal on your behalf prior to 12:00 midnight, at the end of the day, on the Expiration Date.
Voluntary Corporate Action – MGM
4
This form must be signed below by the applicable Book-Entry Transfer Facility participant as its name appears on a security position listing showing such participant as the owner of the Shares being tendered. If signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, please set forth the full title of such persons.
Name of Book-Entry Transfer Facility Participant:
Account Number(s):
Signature(s):
Capacity (Full Title):
Address (and Zip Code):
Telephone Number:
TIN or SSN:
Book-Entry Transfer Facility Participant No.:
Transaction Code Number:
Date:
We will determine all questions as to the form and validity, including the time of receipt, of any notice of withdrawal or amended and restated notice of withdrawal, in our sole discretion, which determination will be final and binding on all parties absent a finding to the contrary by a court of competent jurisdiction. Neither we nor the Dealer Managers, the Depositary, the Information Agent or any other person will be obligated to give notice of any defects or irregularities in any notice of withdrawal or amended and restated notice of withdrawal, nor will any of the foregoing incur liability for failure to give any such notification.
Withdrawals may not be rescinded, and any Shares properly withdrawn will be deemed not properly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered before the Expiration Date by again following one of the procedures described in Section 3 of the Offer to Purchase.
Voluntary Corporate Action – MGM
5
Exhibit (a)(5)(F)
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.
The information agent for the tender offer is Georgeson LLC. The depositary for the tender offer is Computershare Trust Company, N.A. The dealer managers for the tender offer are J.P. Morgan Securities LLC and BofA Securities, Inc. For all questions relating to the tender offer, please call the information agent, Georgeson LLC, toll-free at 1-888-607-9107; banks and brokers may call any of the dealer managers, J.P. Morgan Securities LLC at 1 (877) 371-5947, or BofA Securities, Inc. at 1 (888) 803-9655.
About MGM Resorts International
MGM Resorts International (NYSE: MGM) is an S&P 500® global entertainment company with national and international locations featuring best-in-class hotels and casinos, state-of-the-art meetings and conference spaces, incredible live and theatrical entertainment experiences, and an extensive array of restaurant, nightlife and retail offerings. MGM Resorts creates immersive, iconic experiences through its suite of Las Vegas-inspired brands. The MGM Resorts portfolio encompasses 29 unique hotel and destination gaming offerings including some of the most recognizable resort brands in the industry. Expanding throughout the U.S. and around the world, the company recently acquired the operations of Empire City Casino in New York and Hard Rock Rocks Casino in Ohio, which was rebranded as MGM Northfield Park. In 2018, MGM Resorts opened MGM Springfield in Massachusetts, MGM COTAI in Macau, and the first Bellagio-branded hotel in Shanghai. The over 80,000 global employees of MGM Resorts are proud of their company for being recognized as one of FORTUNE® Magazine’s World’s Most Admired Companies®. For more information visit us at www.mgmresorts.com.
Additional Information Regarding the Tender Offer
This press release is for informational purposes only. This press release 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.
The tender offer is being made only 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 filed on February 13, 2020, in each case as amended or supplemented. Shareholders should read carefully the offer to purchase, the related letter of transmittal and other related materials, including all amendments and supplements filed on Schedule TO and amendments thereto, 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, any amendments and supplements thereto and any other related materials filed by MGM 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.
Forward-Looking Statements
Statements in this release that are not historical facts are “forward-looking” statements and “safe harbor statements” that involve risks and/or uncertainties, including those described in the Company’s public filings with the SEC. The Company has based forward-looking statements on management’s current expectations and assumptions and not on historical facts. Examples of these statements include, but are not limited to, statements the Company makes regarding the consummation of the tender offer as described herein. These forward-looking statements involve a number of risks and uncertainties. Among the important factors that could cause actual results to differ materially from those indicated in such forward-looking statements include effects of economic conditions and market conditions in the markets in which the Company operates and competition with other destination travel locations throughout the United States and the world, the design, timing and costs of expansion projects, risks relating to international operations, permits, licenses, financings, approvals and other contingencies in connection with growth in new or existing jurisdictions and additional risks and uncertainties described in the Company’s Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports). In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise, except as required by law. If the Company updates one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those other forward-looking statements.
| MGM RESORTS CONTACTS: | ||
| Investment Community | News Media | |
| AARON FISCHER | BRIAN AHERN | |
| Chief Strategy Officer | Director of Media Relations | |
| (702) 693-7152 or afischer@mgmresorts.com | media@mgmresorts.com |