MGM Resorts International MGM

expiry = 2020-03-12...NTERNATIONAL Up to $1,250,000,000 of its Shares of Common Stock at a Cash Purchase Price Not More than $34.00 per Share Nor Less than $29.00 per Share CUSIP: 552953101 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”). MGM Resorts International, a Delaware corporation (“MGM,” the “Company,” “we,” “us” or “our”), is offering to purchase up to...

expiry = 2020-03-12...EX-99.(A)(1)(I) EX-99.(a)(1)(I) 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 th...

listed = True...proximate number of Shares that would be purchased under the Offer is 36,764,705. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7. The Shares are listed and traded on The New York Stock Exchange (“NYSE”) under the trading symbol “MGM.” On February 12, 2020, the last full trading day prior to the commencement of the Offer, the last reported sale price of the Shares was $33.66 per Share. Shareholders are urged to obtain current market quotations for the Shares before deciding whether and at what purchase price or purchase prices to tende...

mechanism = DUTCH...hareholders following the closing of the Transaction and our receipt of the proceeds therefrom. The Offer also provides a mechanism for completing our authorized share repurchase program more rapidly than would be possible through open market repurchases. The modified Dutch auction tender offer set forth in this Offer to Purchase provides our shareholders with the opportunity to tender all or a portion of their Shares and thereby receive a return of some or all of their investment in the Company, if they so elect. The Offer also provides our shareholders with an efficient way to sell their Shares without incurring...

must_tender_all = True...been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase Shares on the following basis: • first, we will purchase Odd Lots (as defined in Section 1) 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 (as defined in Section 1) will not qualify for this preference; • second, after purchasing all Odd Lots that were properly tendered at or be...

must_tender_all = True...___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 n...

price = USD 29.0-34.0...ommonly called a modified “Dutch auction.” This procedure allows you to select the price, within a price range specified by us, at which you are willing to tender your Shares. The price range for the Offer is $29.00 to $34.00 per Share. We will select the single lowest purchase price (in increments of $0.25), not greater than $34.00 nor less than $29.00 per Share, that will allow us to purchase up to $1,250,000,000 in value of Shares at such...

priority = True...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, we will purchase Shares on the following basis: • first, we will purchase Odd Lots (as defined in Section 1) 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 (as defined in Section 1) will not qualify for this pr...

threshold = 100...ffer 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, we will purchase Shares on the following basis: • first, we will purchase Odd Lots (as defined in Section 1) 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 (as defined in Section 1) will not qualify for this pr...

threshold = 100...minee 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 Share...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d849958dex99a1a.htm EX-(A)(1)(A) EX-(a)(1)(A) Exhibit (a)(1)(A) OFFER TO PURCHASE BY MGM RESORTS INTERNATIONAL Up to $1,250,000,000 of its Shares of Common Stock at a Cash Purchase Price Not More than $34.00 per Share Nor Less than $29.00 per Share CUSIP: 552953101 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 O...

txn_type = TENDER_OFFER...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 add...