MGM RESORTS INTERNATIONAL : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

Published: 2022-05-17 17:05:17 ET MGM

Item 1.01 Entry into a Material Definitive Agreement.

The disclosure under the Introductory Note is incorporated herein by reference.

New Lease

Pursuant to the Purchase Agreement, the Real Property was leased by the Landlord to Opco pursuant to the New Lease with an initial base rent of $200 million per annum (the "Rent") for a term of 30 years with three 10-year renewal options. The Rent will escalate annually throughout the term of the New Lease at a rate of 2% per annum for the first 15 years and thereafter equal to the greater of 2% and the CPI increase during the prior year subject to a cap of 3%. In addition, the New Lease requires that Opco be obligated to spend a specified percentage of net revenues over a rolling five-year period at the Real Property on capital expenditures and for Opco and the Company to comply with certain financial covenants, which, if not met, will require Opco to maintain cash security or provide one or more letters of credit in favor of the Landlord in an amount equal to the rent for the succeeding one year period. The Company provided a guarantee of Opco's obligations under the New Lease. The representations, warranties and covenants contained in the New Lease were made only for purposes of the New Lease and as of the specific date (or dates) set forth therein and were solely for the benefit of the parties to such agreement and are subject to certain limitations as agreed upon by the contracting parties. In addition, the representations, warranties and covenants contained in the New Lease may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries of the New Lease and should not rely on the representations, warranties and covenants contained therein, or any descriptions thereof, as characterizations of the actual state of facts or conditions of the Company, Opco or any other parties thereto.

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The foregoing description of the New Lease does not purport to be complete and is qualified in its entirety by reference to the full text of the New Lease filed as Exhibit 10.1 hereto. Exhibits and schedules that have been excluded from the text of the New Lease attached hereto will be supplementally furnished to the SEC upon request.

Item 9.01 Financial Statements and Exhibits.

* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K.

MGM Resorts International agrees to furnish supplementally a copy of any

omitted schedule to the Securities and Exchange Commission upon request.

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