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Published on 4/10/2019 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

MGM Resorts accepts $871.65 million tendered 5¼%, 6¾% notes

By Marisa Wong

Morgantown, W.Va., April 10 – MGM Resorts International said holders had tendered $639,174,000, or 63.92%, of its $1 billion 6¾% senior notes due 2020 and $232,472,000, or 46.49%, of its $500 million 5¼% senior notes due 2020 as of 5 p.m. ET on April 9, the early tender deadline of its previously announced tender offer.

The company has accepted for purchase all $639,174,000 of tendered 6¾% notes and $232,472,000 of tendered 5¼% notes, according to a press release.

As previously reported, the company is offering to purchase up to $1 billion of the notes. The cap had been increased from an initial $500 million. The company launched the offers on March 27 and increased the cap later that day.

The company will pay a total consideration of $1,052.66 for each $1,000 principal amount of 6¾% notes and $1,019.88 for each $1,000 principal amount of 5¼% notes.

The total consideration includes an early tender premium of $30.00 per $1,000 of notes tendered by the early tender date.

Holders tendering after the early deadline will only be eligible to receive the tender offer consideration, which is the total consideration less the early tender premium.

The company will also pay accrued interest to but excluding the applicable settlement date.

The tender offers will expire at midnight ET at the end of April 23.

Tenders may no longer be withdrawn.

Payment for early tendered notes is expected to be made on April 10. Settlement of any remaining tenders is expected to be made on April 24.

Subject to the tender cap and proration, notes will be accepted according to acceptance priority. The 6¾% notes have priority over the 5¼% notes, provided that notes tendered by the early tender date will be accepted for purchase with priority over notes tendered after the early deadline, regardless of the priority level of the series of the later tendered notes.

The company had said it may, but is not obligated to, increase the tender cap at any time.

The tender offers are not conditioned on any minimum amount of notes being tendered but are subject to a financing condition. The financing condition has been met; the company announced on Wednesday that it closed its $1 billion offering of 5½% senior notes due 2027.

MGM intends to fund the tender offers with proceeds from the new notes and, if needed, other available funds such as cash on hand or borrowings under its senior secured revolving credit facility.

BofA Merrill Lynch (888 292-0070 or 980 388-3646) is the dealer manager for the tender offers. Global Bondholder Services Corp. (866 794-2200 or for banks and brokers 212 430-3774) is the information agent.

MGM Resorts is a Las Vegas-based operator of destination resorts.


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