Item 1.01 Entry into a Material Definitive Agreement.
On
The Notes were offered and sold pursuant to the Company's automatic shelf
registration statement on Form S-3 (Registration No. 333-223375) filed with the
The Notes will be guaranteed, jointly and severally, on a senior basis by the
Company's subsidiaries that guarantee its senior credit facility and existing
notes, except for
The Company intends to use the net proceeds from the offering of the Notes for general corporate purposes, which could include refinancing existing indebtedness. Pending such use, the Company may invest the net proceeds in short-term interest-bearing accounts, securities or similar investments.
The above description of the Base Indenture, the Ninth Supplemental Indenture and the Notes are summaries only and are qualified in their entirety by the terms of such agreements and instruments, respectively. The Ninth Supplemental Indenture is incorporated by reference into the Registration Statement.
Item 8.01 Other Events. Underwriting Agreement
In connection with the offering of the Notes, on
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The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto. The Underwriting Agreement is also incorporated by reference into the Company's Registration Statement.
The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the Underwriting Agreement and as of the specific date (or dates) set forth therein, and were solely for the benefit of the parties to the Underwriting Agreement and are subject to certain limitations as agreed upon by the contracting parties. In addition, the representations, warranties and covenants contained in the Underwriting 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 Underwriting 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. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Underwriting Agreement, which subsequent developments may not be fully reflected in the Company's public disclosure.
Opinions
The legal opinions (and related consents) regarding the validity of the Notes
and the related guarantees offered pursuant to the Registration Statement (as
amended and supplemented) of the following law firms are filed herewith:
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Item 9.01 Financial Statements and Exhibits.
(a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits: Exhibit No. Description 1.1 Underwriting Agreement, datedOctober 8, 2020 , amongMGM Resorts International , the guarantors named therein andBofA Securities, Inc. , as representative of the several underwriters named therein 4.1 Ninth Supplemental Indenture, datedOctober 13, 2020 , amongMGM Resorts International , the guarantors named therein andU.S. Bank National Association , as trustee, to the Indenture, dated as ofMarch 22, 2012 , amongMGM Resorts International andU.S. Bank National Association , as trustee, relating to the 4.750% senior notes due 2028 5.1 Opinion ofMilbank LLP 5.2 Opinion ofButler Snow LLP , asMassachusetts counsel to the Company 5.3 Opinion ofButler Snow LLP , asNevada counsel to the Company 5.4 Opinion ofButler Snow LLP , asMississippi counsel to the Company 5.5 Opinion ofFox Rothschild LLP 5.6 Opinion ofTaft Stettinius & Hollister LLP 23.1 Consent ofMilbank LLP (included in the opinion filed as Exhibit 5.1) 23.2 Consent ofButler Snow LLP , asMassachusetts counsel to the Company (included in the opinion filed as Exhibit 5.2) 23.3 Consent ofButler Snow, LLP , asNevada counsel to the Company (included in the opinion filed as Exhibit 5.3) 23.4 Consent ofButler Snow LLP , asMississippi counsel to the Company (included in the opinion filed as Exhibit 5.4) 23.5 Consent ofFox Rothschild LLP (included in the opinion filed as Exhibit 5.5) 23.6 Consent ofTaft Stettinius & Hollister LLP (included in the opinion filed as Exhibit 5.6) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) - 4 -
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