UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On December 13, 2021, MGM Resorts International (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) with HR Nevada, LLC, a Delaware limited liability company (“Hard Rock”) to sell all of the equity interests (the “Interests”) of The Mirage Casino-Hotel, LLC (the “Mirage”) to Hard Rock.
Upon the terms and subject to the conditions set forth in the Purchase Agreement, the Company will sell all of the Interests for cash consideration of $1.075 billion subject to certain purchase price adjustments. Upon the consummation of the transaction, the Mirage will become a wholly-owned subsidiary of Seminole Hard Rock International, LLC. Pursuant to the Purchase Agreement, Hard Rock is obligated to use its reasonable best efforts to obtain the requisite antitrust and gaming regulatory approvals. The Purchase Agreement may be terminated by either party if the Closing has not occurred on or before December 13, 2022, which date may be extended by either party to March 13, 2023 under certain circumstances. The Purchase Agreement contemplates a reverse termination fee of $322.5 million that is payable by Hard Rock to the Company in the event that the parties are unable to obtain antitrust or gaming regulatory approval. The transaction is expected to close during the second half of 2022, subject to customary closing conditions, including the consummation or termination of the pending transaction between MGM Growth Properties LLC and VICI Properties Inc. (the “MGP/VICI Transaction”). Upon closing, the master lease between the Company and VICI Properties Inc. (or MGM Growth Properties LLC in the event that the MGP/VICI Transaction is terminated) will be amended to reflect a reduction of $90 million in annual cash rent.
The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of the specific date (or dates) set forth therein and were solely for the benefit of the parties to such agreement and are subject to certain limitations as agreed upon by the contracting parties. In addition, the representations, warranties and covenants contained in the Purchase Agreement may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries of the Purchase Agreement and should not rely on the representations, warranties and covenants contained therein, or any descriptions thereof, as characterizations of the actual state of facts or conditions of the Company or any other parties thereto.
This description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement attached hereto as Exhibit 2.1. Exhibits and schedules that have been excluded from the text of the Purchase Agreement attached hereto will be supplementally furnished to the Securities and Exchange Commission upon request.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
| Exhibit No. | Description | |
| 2.1 | Purchase Agreement by and between MGM Resorts International and HR Nevada, LLC, dated as of December 13, 2021* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. MGM Resorts International agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 14, 2021
| MGM Resorts International | ||
| By: | /s/ Jessica Cunningham | |
| Name: Jessica Cunningham Title: Senior Vice President, Legal Counsel and Assistant Secretary | ||