MGM Resorts International and MGM Growth Properties LLC Announce Completion of $700 Million Operating Partnership Unit Redemption

LAS VEGAS, Dec. 2, 2020 /PRNewswire/ -- MGM Resorts International ("MGM Resorts") (NYSE: MGM) and MGM Growth Properties LLC ("MGP") (NYSE: MGP) today announced that MGP has redeemed approximately 23.5 million of MGM Resorts' operating partnership units (the "Units") for $700 million, which represents the remaining amount under the agreement with MGP to purchase up to $1.4 billion of MGM Resorts' Units for cash.  

"Today's announcement reflects our continued focus on enhancing our balance sheet to strengthen our financial flexibility," said Bill Hornbuckle, CEO and President of MGM Resorts. "As the pandemic continues to impact operations at our properties across the U.S., we believe the opportunistic exercise of our redemption right as well as our recent senior notes offering allow us to continue pursuing our strategic goals while navigating the crisis."

MGM Resorts intends to use the $700 million in proceeds for general corporate purposes. As of September 30, 2020, excluding MGM China and MGP, and after giving effect to the redemption and MGM Resorts' recent bond offering, MGM Resorts had liquidity(1) of approximately $5.9 billion.

Upon completion of the transaction, MGM Resorts will have approximately 149 million units, representing a 53% economic ownership in MGP. In addition, MGM Resorts continues to hold significant real estate assets, including its ownership of MGM Springfield, its 50% interest in CityCenter in Las Vegas and its 56% interest in MGM China.

"Our recent capital raise will allow us to fully fund this final redemption under the waiver agreement with cash on hand while still maintaining a balance sheet positioned for future growth," said James Stewart, CEO of MGM Growth Properties. "The redemption is expected to be single digit accretive to our current AFFO per share while allowing us to maintain pro rata net leverage of 5.3x, which is within our targeted range of 5.0 to 5.5 times."

(1) MGM Resorts (excluding MGM China and MGP) historical cash and equivalents of $3.5 billion and revolver availability of $922 million as of September 30, 2020, plus adjustments for $740 million of net proceeds from the issuance of $750 million 4.750% senior notes due 2028 and $700 million of proceeds from this redemption.

About MGM Resorts International
MGM Resorts International (NYSE: MGM) is an S&P 500® global entertainment company with national and international locations featuring best-in-class hotels and casinos, state-of-the-art meetings and conference spaces, incredible live and theatrical entertainment experiences, and an extensive array of restaurant, nightlife and retail offerings. MGM Resorts creates immersive, iconic experiences through its suite of Las Vegas-inspired brands. The MGM Resorts portfolio encompasses 29 unique hotel and destination gaming offerings in the United States and Macau, including some of the most recognizable resort brands in the industry such as Bellagio, MGM Grand, ARIA and Park MGM. The Company's 50/50 venture, BetMGM, LLC, offers U.S. sports betting and online gaming through market-leading brands, including BetMGM and partypoker. The Company is currently pursuing targeted expansion in Asia through the integrated resort opportunity in Japan. Through its "Focused on What Matters: Embracing Humanity and Protecting the Planet" initiative, MGM Resorts commits to creating a more sustainable future, while striving to make a bigger difference in the lives of its employees, guests, and in the communities where it operates. The global employees of MGM Resorts are proud of their company for being recognized as one of FORTUNE® Magazine's World's Most Admired Companies®. For more information, please visit us at www.mgmresorts.com. Please also connect with us @MGMResortsIntl on Twitter as well as Facebook and Instagram.

About MGM Growth Properties
MGM Growth Properties LLC (NYSE:MGP) is one of the leading publicly traded real estate investment trusts engaged in the acquisition, ownership and leasing of large-scale destination entertainment and leisure resorts, whose diverse amenities include casino gaming, hotel, convention, dining, entertainment and retail offerings. MGP, together with its joint venture, currently owns a portfolio of properties, consisting of 12 premier destination resorts in Las Vegas and elsewhere across the United States, MGM Northfield Park in Northfield, OH, Empire Resort Casino in Yonkers, NY, as well as a retail and entertainment district, The Park in Las Vegas. As of December 31, 2019, our destination resorts, the Park, Empire Resort Casino, and MGM Northfield Park collectively comprised approximately 27,400 hotel rooms, 1.4 million casino square footage, and 2.7 million convention square footage. As a growth-oriented public real estate entity, MGP expects its relationship with MGM Resorts and other entertainment providers to attractively position MGP for the acquisition of additional properties across the entertainment, hospitality and leisure industries. For more information about MGP, visit the Company's website at http://www.mgmgrowthproperties.com.

Forward-Looking Statements
Statements in this release that are not historical facts are "forward-looking" statements and "safe harbor statements" that involve risks and/or uncertainties, including those described in MGM Resorts' and MGP's public filings with the SEC. MGM Resorts and MGP have based forward-looking statements on current expectations and assumptions and not on historical facts. Examples of these statements include, but are not limited to, statements MGM Resorts makes regarding the impact of COVID-19 on its business and its ability to pursue its strategic goals and statements MGP makes with regard to the expected accretion from the transaction. These forward-looking statements involve a number of risks and uncertainties. Among the important factors that could cause actual results to differ materially from those indicated in such forward-looking statements include the continued impact of the COVID-19 pandemic on the businesses of MGM Resorts and MGP, the general economic conditions and market conditions in the markets in which the companies operate and competition with other destination travel locations throughout the United States and the world, the design, timing and costs of expansion projects, risks relating to international operations, permits, licenses, financings, approvals and other contingencies in connection with growth in new or existing jurisdictions and additional risks and uncertainties described in MGM Resorts' and MGP's Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports). In providing forward-looking statements, neither MGM Resorts nor MGP is undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise, except as required by law. If MGM Resorts or MGP updates one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those other forward-looking statements.

Non-GAAP Financial Measures
MGP's pro rata net leverage ratio presented in this release is calculated by dividing MGP's total net debt after giving effect to the redemption, including its pro rata share of the debt at MGP's 50.1% owned joint venture entity, by MGP's annualized Adjusted EBITDA for the nine months ended September 30, 2020. Annualized Adjusted EBITDA is calculated by multiplying Adjusted EBITDA for the nine months ended September 30, 2020 by the product of twelve months divided by nine months.  The following table sets for MGP's calculation of pro rata net leverage as of September 30, 2020. Since non-GAAP financial measures are not calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, the most directly comparable GAAP financial measures as an indicator of operating performance.

($ in thousands)

Nine Months Ended


September 30, 2020

Net income (loss)

$69,111

Depreciation

178,692

Share of depreciation of unconsolidated affiliate

26,361

Property transactions, net

194,990

Non-cash compensation expense

1,996

Straight-line rental revenues, excluding lease incentive asset

38,046

Share of straight-line rental revenues of unconsolidated affiliate

(32,084)

Amortization of lease incentive asset and deferred revenue on non-normal tenant
improvements

13,881

Acquisition-related expenses

980

Non-cash ground lease rent, net

778

Other expenses

18,817

Loss on unhedged interest rate swaps, net

2,831

Provision for income taxes

6,364

Interest income

(3,903)

Interest expense

164,549

Share of interest expense of unconsolidated affiliate

33,672

Adjusted EBITDA

$715,081



Annualized Adjusted EBITDA

$953,441



Total principal amount of debt

$3,550,000

Less: Cash and cash equivalents

(655,169)

Plus: OP Unit redemption

700,000

Adjusted Net Debt

$3,594,831

Plus: 50.1% of Joint Venture Debt

1,503,000

Pro Rata Net Debt

$5,097,831



Pro Rata Net Leverage

5.3x

 

MGM RESORTS CONTACTS:


Investment Community     

CATHERINE PARK             

Executive Director of Investor Relations 

cpark@mgmresorts.com         

News Media
BRIAN AHERN
Director of Media Relations  
media@mgmresorts.com


MGM GROWTH PROPERTIES LLC CONTACTS:


Investment Community
ANDY H. CHIEN
Chief Financial Officer
MGM Growth Properties LLC
(702) 669-1470


News Media
(702) 669-1480 or media@mgpreit.com

 

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SOURCE MGM Resorts International and MGM Growth Properties LLC

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