UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under Rule 13d-1 of the Securities Exchange Act of 1934
(Amendment No. 52)
MGM Resorts International
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
552953 10 1
(CUSIP Number)
Anthony L. Mandekic
Tracinda Corporation
6725 Via Austi Parkway, Suite 370
Las Vegas, NV 89119
(702) 978-6161
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 4, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 552953 10 1
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Tracinda Corporation | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
N/A | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Nevada | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 shares | ||||
| 8. | Shared Voting Power
37,173,744 shares | |||||
| 9. | Sole Dispositive Power
0 shares | |||||
| 10. | Shared Dispositive Power
37,173,744 shares | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
37,173,744 shares | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
6.57%* | |||||
| 14. | Type of Reporting Person (See Instructions)
CO | |||||
| * | Percentage calculated on the basis of 566,138,245 shares of common stock issued and outstanding as of November 6, 2017 (based upon information contained in the Company’s Quarterly Report Form 10-Q for the period ended September 30, 2017). |
CUSIP No. 552953 10 1
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Anthony L. Mandekic | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
N/A | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
51,540 shares | ||||
| 8. | Shared Voting Power
37,225,284 shares | |||||
| 9. | Sole Dispositive Power
51,540 shares | |||||
| 10. | Shared Dispositive Power
37,225,284 shares | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
37,225,284 shares | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
6.58%* | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| * | Percentage calculated on the basis of 566,138,245 shares of common stock issued and outstanding as of November 6, 2017 (based upon information contained in the Company’s Quarterly Report Form 10-Q for the period ended September 30, 2017). |
This Amendment No. 52 amends and supplements the Statement on Schedule 13D filed by Tracinda Corporation, a Nevada corporation (“Tracinda”), and Mr. Kirk Kerkorian, the sole shareholder of Tracinda, with the Securities and Exchange Commission (the “SEC”) on August 20, 1991, as amended on June 8, 1992, October 16, 1992, February 22, 1994, March 11, 1994, November 20, 1995, January 24, 1997, September 25, 1997, August 3, 1998, August 21, 1998, September 1, 1998, June 11, 1999, November 16, 1999, April 18, 2000, February 9, 2001, May 21, 2001, November 2, 2001, May 21, 2007, June 20, 2007, August 7, 2007, August 22, 2007, March 5, 2008, July 8, 2008, September 3, 2008, October 16, 2008, February 19, 2009, May 18, 2009, May 20, 2009, September 9, 2009, October 20, 2009, April 16, 2010, October 13, 2010, October 18, 2010 (two filings), October 21, 2010, November 12, 2010, January 28, 2011, April 20, 2011, August 18, 2011, February 28, 2012, April 4, 2012, March 14, 2013, September 18, 2013, June 16, 2015, June 14, 2016. August 17, 2016. September 1, 2016, February 13, 2017, February 17, 2017, February 22, 2017, May 24, 2017 and September 13, 2017, as amended by that certain Schedule TO-T filed by Tracinda and Mr. Kerkorian with the SEC on December 4, 2006, as amended (as so amended, the “Schedule 13D”), relating to the common stock, $.01 par value per share (“Common Stock”), of MGM Resorts International, a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined in this Amendment No. 52 shall have the meaning set forth in the Schedule 13D.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended to add the following information:
On December 4, 2017, Tracinda placed an order to sell 10,000,000 shares of the Common Stock, pursuant to Rule 144, at a price of $33.89 per share, which is approximately a 1% discount from the closing price of the Common Stock on that date. The transaction is expected to be settled on December 7, 2017. In connection with the sale, Tracinda has agreed to a 45-day lock-up period with respect to the Common Stock.
Tracinda continues to believe there is substantial value in the assets of MGM Resorts and that the Company is a good long term investment. The decision to sell the shares described above is a product of Tracinda’s ongoing evaluation of alternatives and opportunities for an orderly disposition of its position in the Common Stock, as directed in Mr. Kerkorian’s will.
| Item 5. | Interests in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended to add the following information:
(a)-(b) The following table sets forth information with respect to the Company’s securities beneficially owned, as of the date hereof, by each person or entity named in Item 2 of the Schedule 13D. Mr. Mandekic has sole voting and investment power with respect to the shares held by the Filing Persons.
| Reporting Persons |
Number of Share Beneficially Owned with Sole Power to Vote or to Direct the Vote or Sole Power to Dispose or to Direct the Disposition |
Number of Share Beneficially Owned with Share Power to Vote or to Direct the Vote or Shared Power to Dispose or to Direct the Disposition |
Aggregate Number of Shares Beneficially Owned |
Percentage of Class Beneficially Owned (1) |
||||||||||||
| Tracinda Corporation |
-0- | 37,173,744 | 37,173,744 | 6.57 | % | |||||||||||
| Anthony L. Mandekic |
51,540 | 37,225,284 | 37,225,284 | 6.58 | % | |||||||||||
| (1) | Percentage calculated on the basis of 566,138,245 shares of common stock issued and outstanding as of November 6, 2017 (based upon information contained in the Company’s Quarterly Report Form 10-Q for the period ended September 30, 2017). |
(c) Except as set forth in this Schedule 13D, within the last 60 days, no reportable transactions were effected by any Reporting Person.
(d) & (e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 of the Schedule 13D is hereby amended to add the following information:
The disclosure set forth in Item 4 of this Amendment No. 52 and the Agreement attached hereto as Exhibit 99.1 are incorporated herein by this reference.
| Item 7. | Exhibits. |
| 99.1 | Agreement, dated December 5, 2017, between UBS Securities LLC and Tracinda Corporation. | |
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
December 5, 2017
| TRACINDA CORPORATION | ||
| By: Anthony L. Mandekic | ||
| CEO, President and Secretary/Treasurer | ||
| By: | /s/ Janet S. McCloud | |
| Name: | Janet S. McCloud | |
| Title: |
Attorney-in-Fact* | |
| ANTHONY L. MANDEKIC | ||
| By: | /s/ Janet S. McCloud | |
| Name: | Janet S. McCloud | |
| Title: |
Attorney-in-Fact* | |
| * | Power of Attorney filed on June 14, 2016, as Exhibit 99.3 to Amendment No. 44 to the Schedule 13D. |
Exhibit 99.1
SECONDARY BLOCK TRADE NON-AFFILIATE SELLER REPRESENTATION LETTER AND AGREEMENT
December 5, 2017
10,000.000 shares of common stock (the “Shares”) of MGM Resorts International (the “Issuer”)
| 1. | Purchase and sale |
Subject to the terms and conditions of this agreement (the “Agreement”), Tracinda Corporation (the “Seller”) agrees as legal and beneficial owner to sell the Shares, free of all liens, charges or other encumbrances and UBS Securities LLC (the “Buyer”) agrees to purchase and pay for the Shares at a price of $33.89 per Share for a total consideration of $338,900,000.00 (the “Purchase Price”) together with all dividends, distributions and other benefits attaching to the Shares as from December 5, 2017 (the “Trade Date”).
| 2. | Closing |
On December 7, 2017 or at such other time and/or date as Seller and Buyer may agree (the “Closing Date”), Buyer shall pay to Seller the Purchase Price for the Shares by transfer to Seller’s account to be identified in writing at least 48 hours prior to payment against delivery of the Shares on the Closing Date. Such delivery shall be effected by crediting the Shares in registered form to the participant account of Buyer at the Depository Trust and Clearing Corporation (“DTC”), DTC participant number 642. Except as may otherwise be agreed in writing between Seller and Buyer, each party hereto shall bear its own legal costs (if any) and all their other out-of-pocket expenses (if any).
Seller agrees that it will not, and will ensure that none of its subsidiaries or associates or holding company will, prior to the expiry of 45 days following the Closing Date, offer, issue, sell or otherwise dispose of (or announce an intention of doing so) any other shares of the Issuer or any securities convertible into or exchangeable for or carrying rights to acquire other shares of the Issuer without the prior written consent of Buyer beginning from the date first set forth above.
| 3. | Representations, Warranties and Covenants of Seller |
| (a) | As a condition of the obligation of Buyer to purchase and pay for the Shares, Seller represents and warrants to Buyer as set forth below, all of which statements are, and as of the Closing Date will be, true, complete and accurate: |
| i. | Seller is not and has not been within the preceding three months an affiliate of the Issuer (within the meaning of paragraph (a) of Rule 144 (the “Rule”) under the Securities Act of 1933, as amended (the “Securities Act”)). |
| ii. | The Issuer is, and has been for a period of at least 90 days immediately prior to the date hereof, subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and has filed all required reports under Section 13 or 15(d) of the Exchange Act, as applicable, during the 12 months preceding the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports, as described in paragraph (c) of the Rule, If Seller relies on written advice from the Issuer, Seller attaches a copy hereto. |
| iii. | Seller is not aware of any material adverse change or any development involving a prospective material adverse change in the condition (financial or otherwise) of the Issuer and its subsidiaries, and the sale of the Shares by Seller pursuant to this Agreement is not prompted by any information concerning any such entity, except in each instance for such information that has been publicly disclosed as of the date hereof. |
| iv. | Seller confirms that at least six months have elapsed since the later of the date of the acquisition of the Shares from the Issuer, or from an affiliate of the Issuer, as computed in accordance with paragraph (d) of the Rule (and giving effect to the interpretations of the Securities and Exchange Commission relating to such provision). |
| v. | Seller is the holder and sole legal and beneficial owner of the Shares free from all liens, charges and other encumbrances and that the Shares rank pari passu in all respects with other outstanding shares of common stock of the Issuer, including their entitlement to dividends, has the power and authority to sell the Shares hereunder and no person has any conflicting right, contingent or otherwise, to purchase or to be offered for purchase, the Shares, or any of them. |
| vi. | The execution and delivery of the Agreement by Seller, when countersigned by the Buyer, will constitute a legal, valid and binding obligation of Seller. |
| vii. | There are no restrictions (contractual or otherwise, including, without limitation, any insider trading or “blackout” policy imposed by the Issuer) prohibiting or otherwise affecting the sale or transfer of the Shares to Buyer, other than those necessary to ensure compliance with the registration requirements of the Securities Act or an exemption therefrom, and no consents or approvals are required to be obtained in connection with the sale of the Shares to Buyer and the sale of the Shares to Buyer will not violate or breach any representation or warranty made by Seller pertaining to the Shares. |
| viii. | Seller agrees to notify Buyer immediately if any of the above representations become inaccurate before this sale is completed. |
| (b) | Seller covenants with Buyer that it will keep Buyer indemnified against any losses, liabilities, costs, claims, actions and demands (including any expenses arising in connection therewith) which it may incur, or which may be made against it as a result of or in relation to any actual or alleged misrepresentation in or breach of ally of the above representations and warranties and will reimburse Buyer for all costs, charges and expenses which it may pay or incur in connection with investigating, disputing or defending any such action or claim. |
| (c) | The above representations, warranties and covenants shall continue in full force and effect notwithstanding any investigation by or on behalf of Buyer or completion of this Agreement. |
| 4. | Law and jurisdiction |
This Agreement is governed by the laws of the State of New York as applied to contracts to be performed wholly within the State of New York. Each party hereto irrevocably submits to the extent permitted under applicable law to the non-exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, State of New York. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Agreement and acknowledges that it and the other party have entered into this Agreement, in reliance on, among other things, the mutual waivers and certifications in this Section.
If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Upon acceptance by you this Agreement and such acceptance shall constitute a binding agreement between Buyer and Seller.
| Very truly yours, | ||
| UBS SECURITIES LLC | ||
| By: | /S/ Bernard Cooney | |
| Name: Bernard Cooney | ||
| Title: Managing Director | ||
| By: | /S/ Kevin Lacerda | |
| Name: Kevin Lacerda | ||
| Title: Director | ||
| Accepted: December 5, 2017 | ||
| TRACINDA CORPORATION | ||
| By: | /S/ Anthony L. Mandekic | |
| Name: Anthony L. Mandekic | ||
| Title: Chief Executive Officer | ||