UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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INTRODUCTORY NOTE
As previously disclosed, on December 13, 2021, MGM Resorts International, a Delaware corporation (the “Company”), entered into a Purchase Agreement (together with the exhibits and schedules attached thereto, the “Purchase Agreement”) with HR Nevada, LLC, a Delaware limited liability company (“Hard Rock”) to sell all of the equity interests (the “Interests”) of The Mirage Casino-Hotel, LLC (“Mirage”) to Hard Rock, on the terms and subject to the conditions of the Purchase Agreement (the “Transaction”).
The Transaction closed on December 19, 2022 (the “Closing Date”). Pursuant to the Purchase Agreement, the Company has sold all of the Interests for cash consideration of $1.075 billion subject to customary purchase price adjustments (the “Interests Purchase”). As a result of the Interests Purchase, the Mirage has become an indirect wholly-owned subsidiary of Seminole Hard Rock International, LLC.
| Item 1.01 | Entry into a Material Definitive Agreement |
In accordance with the terms of the Purchase Agreement, MGM Lessee, LLC (“Tenant”) and MGP Lessor, LLC, a subsidiary of VICI Properties Inc., terminated Tenant’s existing leasehold interest in The Mirage Hotel & Casino under the Amended and Restated Master Lease, dated as of April 29, 2022 (the “Master Lease”) pursuant to that certain First Amendment to the Master Lease dated as of the Closing Date (the “Lease Amendment”). Pursuant to the Lease Amendment, the annual rent under the Master Lease is reduced from $860 million to $770 million.
The foregoing description of the Lease Amendment is not a complete description and is qualified in its entirety by reference to the full text of the Lease Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
| Exhibit No. | Description | |
| 10.1 | First Amendment to Amended and Restated Master Lease, dated as of December 19, 2022, by and between MGP Lessor, LLC and MGM Lessee, LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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.
Date: December 19, 2022
| MGM Resorts International | ||
| By: | /s/ Jessica Cunningham | |
| Name: Jessica Cunningham Title: Senior Vice President, Legal Counsel and Assistant Secretary | ||