0000789570FALSE00007895702022-06-202022-06-20
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 20, 2022
MGM Resorts International
(Exact name of Registrant as Specified in Its Charter)
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| Delaware | 001-10362 | 88-0215232 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109
(Address of principal executive offices – Zip Code)
Registrant’s Telephone Number, Including Area Code: (702) 693-7120
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock (Par Value $0.01) | | MGM | | New York Stock Exchange | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CRF § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CRF § 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 23, 2022, MGM Grand Paradise, S.A. (“MGM Grand Paradise”), a subsidiary of MGM China Holdings Limited, an indirect majority-owned subsidiary of MGM Resorts International entered into an Addendum to the Sub-concession Contract for the Operation of Games of Fortune and Chance or Other Games in Casino in the Macao Special Administrative Region (the “Extension Contract”) with SJM Resorts, S.A. (“SJM”) pursuant to which the gaming sub-concession of MGM Grand Paradise, which is due to expire on June 26, 2022, would be extended to December 31, 2022. In connection with the extension, MGM Grand Paradise will pay the government of Macau MOP47 million (equivalent to approximately HK$45.64 million or US$5.81 million) as contract premium for such extension.
Pursuant to the Extension Contract, MGM Grand Paradise is also required to provide a bank guarantee in an amount of not less than MOP880 million (equivalent to approximately HK$854.52 million or US$108.87 million) to the government of Macau within three months from the date of signing the Extension Contract to warrant the fulfillment of labor debts upon the expiration of the Extension Contract. The Macau Government may require an increase in the amount of the guarantee, depending on the actual number of employees employed by MGM Grand Paradise.
In addition, in connection with the Extension Contract, MGM Grand Paradise executed an undertaking to the Macau Government pursuant to which the casino areas of the MGM Cotai property and the casino areas of the MGM Macau property will be reverted, free of charge and without any encumbrances, to the Macau Government, at the end of the extended sub-concession period on December 31, 2022. The reversion of casino areas is required under the Macau Law No. 16/2001 (Legal Framework for the Operations of Games of Fortune and Chance in a Casino) and in compliance with the terms of the Extension Contract.
This description of the Extension Contract is qualified in its entirety by reference to the full text of the Extension Contract attached hereto as Exhibits 10.1.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(b) On June 20, 2022, Tilak Mandadi, the Company’s Chief Strategy, Innovation and Technology Officer resigned from the Company to pursue other opportunities. Mr. Mandadi will remain an employee of the Company through July 15, 2022.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits:
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Exhibit Number | | Description |
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10.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | MGM Resorts International |
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| Date: June 24, 2022 | By: | /s/ Jessica Cunningham |
| | | Name: Jessica Cunningham |
| | | Title: Senior Vice President, Legal Counsel and Assistant Secretary |
Exhibit 10.1
TRANSLATION FOR REFERENCE ONLY
Addendum to the Sub-concession Contract for the Operation of Games of Fortune and Chance or Other Games in Casino in the Macau Special Administrative Region
Between
SJM Resorts, S.A., hereinafter referred to as the concessionaire, with registered offices in Macau, at Avenida de Lisboa, no. 2 to 4, Hotel Lisboa, 9. o floor, registered with the Commercial and Movable Property Registrar Office under number 15056, herein represented by its attorneys Leong On Kei, holder of Macau Resident Identity Card no. 7385888(8) and Rui José da Cunha, holder of the Macau Resident Identity Card no. 1238667(8);
And
MGM Grand Paradise, S.A., hereinafter referred to as the sub-concessionaire, with registered offices in Macau, at Avenida do Dr. Sun Yat Sen, no. 1101, Edifício MGM Macau, registered with the Commercial and Movable Property Registrar Office under number 18972, herein represented by Feng, Kenneth Xiaofeng, holder of Hong Kong Resident Identity Card no. M365735(9), and António José Ferreira de Castro dos Santos Menano, holder of the Macau Resident Identity Card no. 5211513(6).
Whereas,
The concessionaire has been granted a concession by the Macau Special Administrative Region for the operation of games of fortune and chance or other games in casino by entering into an administrative concession contract for the operation of games of fortune and chance or other games in casino in the Macau Special Administrative Region on March 28, 2002, as amended on April 29, 2005, September 26, 2013, January 23, 2017, March 15, 2019 and March 23, 2020.
On June 23, 2022, the Macau Special Administrative Region and the concessionaire entered into an addendum to the concession contract for the operation of games of fortune and chance or other games in casino.
The parties hereby mutually accept and agree to execute the present addendum to the sub-concession contract for the operation of games of fortune and chance or other games in casino.
SJM Resorts, S.A., pursuant to clause 82 no. 1 of the sub-concession contract entered into between the concessionaire and the Sub-concessionaire, was authorized to enter into the present addendum.
Clause One:
Amendment
Clauses eight, forty-three and sixty-three-A of the Sub-concession Contract for the Operation of Games of Fortune and Chance or Other Games in Casino entered into between the concessionaire and the sub-concessionaire on April 19, 2005, as amended on March 15, 2019 and March 23, 2020, are amended as follows:
"Clause eight - Deadline for sub-concession
One. The term of this sub-concession is extended until December 31, 2022.
Two. (Unchanged)"
"Clause forty-three - Reversion of casinos and gaming equipment and utensils
TRANSLATION FOR REFERENCE ONLY
One. On December 31, 2022, except when the sub-concession is terminated before this date, the casinos, as well as the gaming equipment and gaming utensils assigned to the games of the sub-concessionaire, even if located outside those, shall revert free of charge and automatically to the Macau Special Administrative Region, and the sub-concessionaire undertakes to deliver them in perfect condition and operation, without prejudice to the normal wear and tear from their use for the purposes of this sub-concession contract, and free of any encumbrances or charges.
Two. The sub-concessionaire undertakes to immediately deliver the assets referred to in the preceding paragraph and sign the documents legally specified by the Government.
Three. (Unchanged).
Four. (Unchanged).
Five. (Unchanged).
Six. (Unchanged)."
"Clause sixty-three A - Bank guarantee to warrant the fulfillment of labour liabilities
One. The sub-concessionaire undertakes to provide an autonomous bank guarantee at the first demand in an amount of not less than eight hundred and eighty million patacas in favour of the Macau Special Administrative Region, to warrant the fulfillment of labour liabilities upon expiry of the present sub- concession contract.
Two. (Unchanged).
Three. (Unchanged).
Four. (Unchanged).
Five. (Unchanged).
Six. (Unchanged)."
Clause Two:
New Clauses
Clauses nine A and forty-three A will be added to the sub-concession contract, as follows:
"Clause nine A - Locations for the operation of authorized games of fortune and
chance
The sub-concessionaire is authorized to operate games of fortune and chance in casino on the following premises:
1.“Casino MGM Macau”, located in Avenida Dr. Sun Yat Sen, NAPE, Macau;
2.“Casino MGM Cotai”, located in Avenida da Nave Desportiva, Cotai, Macau"
"Clause forty-three A - Casinos
TRANSLATION FOR REFERENCE ONLY
Pursuant to paragraph 40 of Law No. 16/2001 and clause forty-three of the sub-concession contract, the following casinos of the sub-concessionaire shall revert free of charge and free of any encumbrances or charges to the Macau Special Administrative Region, at the time the sub-concession is terminated:
1.“Casino MGM Macau”;
2.“Casino MGM Cotai”."
Clause Three - Consideration for the extension:
One. As consideration for the extension of the term of the sub-concession for the operation of games of fortune and chance or other games in casino until 31 December 2022, the sub-concessionaire shall pay to the Macau Special Administrative Region, upon execution of this addendum, the amount of forty- seven million patacas.
Two. The sub-concessionaire undertakes to comply with the obligations stated in clause sixty-three-A, as amended by clause one hereinabove, within the term of three months from the date of execution of this Addendum.
Clause Four - Undertakings:
For the purposes of awarding this addendum, the sub-concessionaire accepts to sign documents undertaking to revert the casinos to the Macau Special Administrative Region as provided in Law No. 16/2001 and subsequent amendments, as well as in the Sub-concession Contract for the Operation of Games of Fortune and Chance or Other Games in Casino as amended herein. The scope of the casinos is demarcated in such documents.
Clause Five - Other contractual clauses:
The remaining clauses of the Sub-concession Contract remain unchanged.
Clause Six - Other:
This addendum, made in both official languages, is executed in three originals, with one original to be delivered to the concessionaire, one original to the sub- concessionaire and one original to the Macau Special Administrative Region.
Clause Seven - Entry into force:
This addendum shall be effective on the day of its execution by the parties.
Macau, on June 23, 2022.
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| For the Concessionaire | | For the Sub-concessionaire |
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| /s/ Leong, On Kei | | /s/ Feng, Kenneth Xiaofeng |
| Leong, On Kei | | Feng, Kenneth Xiaofeng |
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| For the Concessionaire | | For the Sub-concessionaire |
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| /s/ Rui José da Cunha | | /s/ António José Ferreira de Castro dos Santos Menano |
| Rui José da Cunha | | António José Ferreira de Castro dos Santos Menano |