DE false 0000789570 0000789570 2021-02-26 2021-02-26

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): February 26, 2021

MGM RESORTS INTERNATIONAL

(Exact name of registrant as specified in its charter)

DELAWARE |  | 001-10362 |  | 88-0215232
(State or other jurisdiction of incorporation) |  | (Commission file number) |  | (I.R.S. employer identification no.)

3600 Las Vegas Boulevard South, Las Vegas, Nevada |  | 89109
(Address of principal executive offices) |  | (Zip code)

(702) 693-7120

(Registrant’s telephone number, including area code)

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:

☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ | 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:

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 CFR §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 February 26, 2021, MGM Resorts International (the “Company”) entered into a Second Amendment (the “Amendment”) to its Credit Agreement with Bank of America, N.A., as administrative agent, and certain of the lenders party thereto, dated as of February 14, 2020 (the “Credit Agreement”). The Amendment includes a waiver of the rent adjusted net leverage and interest coverage covenants through (but excluding) the second quarter of 2022 (or the earlier termination of the waiver period at the Company’s election), adjusts the required leverage and interest coverage levels for the covenant when it is re-imposed at the end of the waiver period, and increased the monthly-tested liquidity covenant for the duration of the waiver period to $1.0 billion. The $1.5 billion aggregate commitment amount of the Credit Agreement remains unchanged.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01 | Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits:

Exhibit No. |  | Description
10.1 |  | Second Amendment to Credit Agreement, dated as of February 26, 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)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

|  |  |  | MGM Resorts International
Date: March 1, 2021 |  |  |  | By: |  | /s/ Jessica Cunningham
|  |  |  |  |  | Name: Jessica Cunningham
|  |  |  |  |  | Title: Senior Vice President, Legal Counsel and Assistant Secretary