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Stockholders' Equity
9 Months Ended
Sep. 30, 2020
Equity [Abstract]  
Stockholders' Equity

NOTE 9 — STOCKHOLDERS’ EQUITY

 

Noncontrolling interest ownership transactions

 

Empire City transaction. On January 29, 2019, MGP acquired the developed real property associated with Empire City from the Company for consideration that included the issuance of approximately 13 million Operating Partnership units to a subsidiary of the Company. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the Empire City transaction, the Company indirectly owned 74.6% of the partnership units in the Operating Partnership.

 

MGP Class A share issuance – January 2019. On January 31, 2019, MGP completed an offering of approximately 20 million of its Class A shares. In connection with the offering, the Operating Partnership issued approximately 20 million Operating Partnership units to MGP. The Company adjusted the carrying value of the noncontrolling interests as a result of MGP’s Class A share issuance to adjust for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the issuance, the Company indirectly owned 69.7% of the partnership units in the Operating Partnership.

 

Park MGM transaction. On March 7, 2019, the Company entered into an amendment to the MGP master lease with respect to investments made by the Company related to Park MGM and NoMad Las Vegas property for which consideration included the issuance of approximately 1 million Operating Partnership units to a subsidiary of the Company. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the issuance, the Company indirectly owned 69.8% of the partnership units in the Operating Partnership.

 

Northfield OpCo transaction. In April 2019, the Company acquired the membership interests of Northfield Park Associates, LLC (“Northfield OpCo”) from MGP for consideration of approximately 9 million Operating Partnership units that were ultimately redeemed by the Operating Partnership and MGP retained the real estate assets. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the transaction, the Company indirectly owned 68.8% of the partnership units in the Operating Partnership.  

 

MGP Class A share issuances – At-the-Market (“ATM”) program. During the three and nine months ended September 30, 2019, MGP issued approximately 3 and 5 million Class A shares under its ATM program, respectively. In connection with the issuances, the Operating Partnership issued 3 and 5 million Operating Partnership units to MGP during the three and nine months ended September 30, 2019, respectively. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the issuances, the Company indirectly owned 67.7% of the partnership units in the Operating Partnership.

 

MGP Class A share issuance – Forward settlements. On February 11, 2020 through February 13, 2020, MGP settled approximately 13 million Class A shares issued under forward sales agreements. In connection with the settlements, the Operating Partnership issued approximately 13 million Operating Partnership units to MGP. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the settlements, the Company indirectly owned 61.2% of the partnership units in the Operating Partnership.

 

MGP Class A share issuance – BREIT. On February 14, 2020, in connection with MGP’s registered sale of approximately 5 million Class A shares to BREIT, the Operating Partnership issued approximately 5 million Operating Partnership units to MGP. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the issuance, the Company indirectly owned 60.3% of the partnership units in the Operating Partnership.

 

MGP Class A share issuance – MGP BREIT Venture Transaction. In February 2020, in connection with the MGP BREIT Venture Transaction, the Operating Partnership issued approximately 3 million Operating Partnership units to the Company as discussed in Note 1. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the issuance, the Company indirectly owned 60.6% of the partnership units in the Operating Partnership.

 

Redemption of Operating Partnership units. On May 18, 2020, the Operating Partnership redeemed approximately 30 million Operating Partnership units from the Company for $700 million pursuant to the waiver agreement discussed in Note 1. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the redemption, and as of September 30, 2020, the Company indirectly owned 56.7% of the partnership units in the Operating Partnership.

 

Other equity activity  

 

MGM Resorts International dividends. On October 29, 2020 the Company’s Board of Directors approved a quarterly dividend of $0.0025 per share that will be payable on December 15, 2020 to holders of record on December 10, 2020.

 

MGM Resorts International stock repurchase program. In February 2020, upon substantial completion of the $2.0 billion stock repurchase program, the Company’s Board of Directors authorized a $3.0 billion stock repurchase program. Under the stock repurchase program, the Company may repurchase shares from time to time in the open market or in privately negotiated agreements. Repurchases of common stock may also be made under a Rule 10b5-1 plan, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The timing, volume and nature of stock repurchases will be at the sole discretion of management, dependent on market conditions, applicable securities laws, and other factors, and may be suspended or discontinued at any time.

 

There were no repurchases made during the three months ended September 30, 2020. During the nine months ended September 30, 2020, the Company repurchased approximately 11 million shares of its common stock at an average price of $32.57 per share for an aggregate amount of $354 million. Repurchased shares were retired. The remaining availability under the $2.0 billion stock repurchase program was approximately $4 million as of September 30, 2020 and the remaining availability under the $3.0 billion stock repurchase program was $3.0 billion as of September 30, 2020.

 

During the three months ended September 30, 2019, the Company repurchased approximately 13 million shares of its common stock at an average price of $28.33 per share for an aggregate amount of $357 million. During the nine months ended September 30, 2019, the Company repurchased approximately 24 million shares of its common stock at an average price of $27.06 per share for an aggregate amount of $639 million. Repurchased shares were retired.

 

Accumulated other comprehensive loss. Changes in accumulated other comprehensive loss attributable to MGM Resorts International are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Currency Translation

 

 

Cash Flow

 

 

 

 

 

 

 

 

 

 

Adjustments

 

 

Hedges

 

 

Other

 

 

Total

 

 

(In thousands)

 

Balances, June 30, 2020

$

13,182

 

 

$

(60,487

)

 

$

8,275

 

 

$

(39,030

)

Other comprehensive income (loss) before reclassifications

 

538

 

 

 

(6,852

)

 

 

 

 

 

(6,314

)

Amounts reclassified from accumulated other comprehensive loss to interest expense

 

 

 

 

6,404

 

 

 

 

 

 

6,404

 

Other comprehensive income (loss), net of tax

 

538

 

 

 

(448

)

 

 

 

 

 

90

 

Changes in accumulated other comprehensive income (loss):

 

538

 

 

 

(448

)

 

 

 

 

 

90

 

Other comprehensive income attributable to noncontrolling interest

 

(114

)

 

 

(316

)

 

 

 

 

 

(430

)

Balances, September 30, 2020

$

13,606

 

 

$

(61,251

)

 

$

8,275

 

 

$

(39,370

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, January 1, 2020

$

(2,747

)

 

$

(10,829

)

 

$

3,374

 

 

$

(10,202

)

Other comprehensive income (loss) before reclassifications

 

29,163

 

 

 

(104,355

)

 

 

 

 

 

(75,192

)

Amounts reclassified from accumulated other comprehensive loss to interest expense

 

 

 

 

13,707

 

 

 

 

 

 

13,707

 

Other comprehensive income (loss), net of tax

 

29,163

 

 

 

(90,648

)

 

 

 

 

 

(61,485

)

Other changes in accumulated other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MGP Class A share issuances

 

 

 

 

 

 

 

646

 

 

 

646

 

MGP BREIT Venture Transaction

 

 

 

 

 

 

 

(59

)

 

 

(59

)

Redemption of Operating Partnership units

 

 

 

 

 

 

 

4,772

 

 

 

4,772

 

Other

 

 

 

 

 

 

 

(458

)

 

 

(458

)

Changes in accumulated other comprehensive income (loss):

 

29,163

 

 

 

(90,648

)

 

 

4,901

 

 

 

(56,584

)

Other comprehensive loss (income) attributable to noncontrolling interest

 

(12,810

)

 

 

40,226

 

 

 

 

 

 

27,416

 

Balances, September 30, 2020

$

13,606

 

 

$

(61,251

)

 

$

8,275

 

 

$

(39,370

)