MGM RESORTS INTERNATIONAL: entering into a material definitive agreement, creating a direct financial obligation or obligation under a registrant’s off-balance sheet arrangement, financial statements and supporting documents (Form 8-K)

Item 1.01 Conclusion of a Material Definitive Agreement.

At November 24, 2021, MGM Resorts International (the “Company”) has entered into a secured credit agreement between the Company, the lenders who are sometimes parties thereto and Bank of America, NA., as Administrative Agent (the “Credit Agreement”).

The credit agreement includes a $ 1.675 billion secured revolving credit facility (the “Revolving Credit Facility”). The interest rate of the Revolving Credit Facility will be determined by reference to a pricing grid of the total net leverage ratio adjusted for rents, which would result in an interest rate of SOFR Daily Simple (or SOFR Terme) increased from 1.50% to 2.25%. The revolving credit facility will mature in
November 2026.

As part of the conclusion of the new Credit Agreement, the Company’s existing Credit Agreement, dated February 14, 2020, has been fully reimbursed and the renewable commitments have been terminated.

The credit agreement governing the revolving credit facility contains customary covenants which, among other things, limit the ability of the Company and its restricted subsidiaries to: (i) incur additional indebtedness; (ii) merge with a third party or engage in other fundamental changes; (iii) make restricted payments; (iv) enter into, create, contract or assume privileges; (v) effect certain sales and other dispositions of assets; (vi) enter into certain transactions with affiliated companies; (vii) make certain payments on certain other debts; (viii) make certain investments; and (ix) incur restrictions on the ability of Restricted Subsidiaries to make certain distributions, loans or transfers of assets to the Company or to any Restricted Subsidiary. These commitments are subject to a number of important exceptions and reservations. The credit agreement requires the company to comply with a financial covenant, which may restrict the ability of the company to incur additional debt to fund its short-term obligations.

Mandatory prepayments of the credit facilities will be required upon the occurrence of certain events, including the sale of certain assets, subject to certain exceptions.

The credit agreement also provides for customary events of default, including, without limitation, (i) defaults on payments, (ii) inaccuracies in representations and guarantees, (iii) defaults, (iv) cross defaults on certain other debts in excess of specified amounts, (v) certain cases of bankruptcy and insolvency, (vi) defaults in judgment exceeding specified amounts, (vii) actual invalidity or impairment or alleged of any loan document, (viii) as a result of the granting of liens on collateral, the security documents cease to create a valid and perfect first priority lien on any material part of the collateral, (ix) ERISA failures and (x) change of control.

The revolving credit facility is guaranteed by each of the significant restricted domestic subsidiaries wholly owned directly and indirectly by the Company, subject to certain exclusions. The revolving credit facility is, subject to receipt of clearance approvals, secured by a pledge of equity in certain of the Company’s domestic operating properties.

This description of the Credit Agreement is qualified in its entirety by reference to the full text of the Credit Agreement attached hereto as Exhibit 10.1. The exhibits and annexes which have been excluded from the text of the attached Credit Agreement will be provided in addition to the Commission upon request.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

Off-balance sheet disposition of a registrant.

The information set out in Item 1.01 relating to the Credit Agreement is incorporated by reference in this Item 2.03.

Item 9.01 Financial statements and supporting documents.


(a)   Not applicable.

(b)   Not applicable.

(c)   Not applicable.

(d)   Exhibits:



Exhibit
  No.                                     Description

10.1           Credit Agreement, dated as of November 24, 2021, among the Company,
             Bank of America, N.A., as administrative agent, and certain lenders
             party thereto.

 104         Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

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Kristina McManus

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