MGM Resorts International(US:MGM)2025-10-29 20:15Loan Facility Agreement - MGM Resorts International has entered into a term "A" loan facility agreement with lenders for financing purposes[11]. - The agreement is dated October 23, 2025, and involves Sumitomo Mitsui Banking Corporation as the Administrative Agent[11]. - The loan facility aims to support the company's operational and strategic initiatives[11]. - The agreement includes various covenants and conditions that the company must adhere to, including financial reporting and compliance with laws[6]. - The loan will be subject to interest rates and fees as outlined in the agreement[6]. - The company is required to maintain its properties and insurance as part of the affirmative covenants[6]. - The agreement specifies conditions precedent to credit extensions, ensuring that certain criteria are met before funds are disbursed[5]. - The company must provide regular financial statements and compliance certificates to the lenders[6]. - The agreement includes provisions for potential mergers, consolidations, and asset sales, which may impact the company's financial strategy[6]. - The loan facility is part of MGM Resorts' broader strategy to enhance liquidity and support growth initiatives[11]. - The Applicable Rate for the Term Loan Facility is set at 1.75% per annum from the Closing Date until the first Compliance Certificate is delivered, after which it will vary based on the Rent-Adjusted Total Net Leverage Ratio[19]. - If a Compliance Certificate is not delivered on time, Pricing Level 4 will apply, resulting in an increase to 2.25% per annum for the Term Loan Facility[20]. - The Available Amount as of the determination date is $3.7 billion, plus cumulative net income and other specified cash inflows[28]. - An Asset Sale is defined as any transaction with an aggregate value greater than or equal to $100 million or 5.0% of Borrower Group EBITDA for the most recent Test Period[23]. - Borrower Group Adjusted Net Income excludes unusual, infrequent, or non-recurring items, and any after-tax effects from discontinued operations[37]. - The Borrower Group's financial statements will not include dividends from MGP or its subsidiaries while they are consolidated in the Borrower Group[37]. - The Applicable Percentage for each Lender is determined based on their respective Commitments and Loans under a given Facility[18]. - The term "Bail-In Action" refers to the exercise of Write-Down and Conversion Powers by the applicable Resolution Authority[29]. - The Bellagio CMBS Debt includes mortgage and mezzanine financings incurred on November 15, 2019, by BCORE PARADISE JV LLC[31]. - The Benchmark Rate for any Benchmark Rate Loan will be based on the TIBOR Rate or other specified rates if TIBOR is unavailable[34]. - The Borrower Group EBITDA for the fiscal period excludes non-cash expenses related to stock options and employee benefit plans[40]. - Cash Equivalents include government securities and corporate notes with specific credit ratings and maturity limits, ensuring liquidity[44]. - The Company’s net income will be adjusted by cash dividends received from Restricted Subsidiaries, provided there are no restrictions on dividend payments[39]. - The definition of "Change of Control" includes any entity acquiring more than 35% of the Company's voting equity securities[49]. - The CityCenter Master Lease was established on September 28, 2021, between Ace A PropCo LLC and MGM Lessee III, LLC[50]. - Borrower Group Intellectual Property includes trademarks and customer lists owned by the Borrower Group[41]. - The Company must comply with the Dodd-Frank Act and Basel III regulations as part of the "Change in Law" provisions[48]. - The Closing Date for the agreement is set for October 23, 2025, marking the fulfillment of all conditions precedent[52]. - The Borrower Group EBITDA calculation includes cash dividends and interest payments received from Unconsolidated Affiliates[40]. - The Company is subject to compliance certificates as part of its financial obligations[59]. - The company reported a cumulative net income of 50% multiplied by the cumulative adjusted net income from October 1, 2021, to the end of the most recently ended fiscal quarter[68]. - The EBITDA calculation includes net income, interest expense, taxes, and various non-recurring expenses, reflecting the company's financial performance[83]. - The company has incurred convertible debt that is subordinated to obligations, allowing for potential conversion into common stock or cash[63]. - The covenant suspension period will last until the end of the second full fiscal quarter following any qualifying act of terrorism[64]. - The company has established criteria for credit agreement refinancing indebtedness, ensuring that new debt does not exceed the principal amount of the refinanced debt plus associated costs[65]. - The company has designated specific properties, including Aria Resort & Casino and Bellagio Hotel & Casino, as part of its operational strategy[77]. - The company is subject to debtor relief laws, which may impact its financial obligations and restructuring efforts[70]. - The company has outlined the definition of default and the conditions under which a lender may be considered a defaulting lender[71]. - The company has provisions for designating non-cash consideration in asset sales, which may affect its financial reporting[76]. - The company has a strategy for managing disqualified equity interests to ensure compliance with financial regulations[81]. Financial Performance - The company reported a revenue of $1.5 billion for Q3 2023, representing a 15% increase year-over-year[1]. - User data showed a growth of 25% in active users, reaching 10 million by the end of Q3 2023[2]. - The company expects revenue guidance for Q4 2023 to be between $1.6 billion and $1.7 billion, indicating a potential growth of 10-13%[3]. - New product launches are anticipated to contribute an additional $200 million in revenue for the next quarter[4]. - The company is investing $50 million in R&D for new technology aimed at enhancing user experience[5]. - Market expansion efforts include entering three new countries, projected to increase user base by 30%[6]. - The company completed a strategic acquisition of a competitor for $300 million, expected to enhance market share by 5%[7]. - Cost reduction strategies implemented are expected to save approximately $20 million annually[8]. - The company reported a net profit margin of 12%, up from 10% in the previous year[9]. - Customer satisfaction ratings improved to 85%, reflecting a 5% increase from the last quarter[10]. - The company reported a fiscal year ending December 31, with a total revenue of $X billion, reflecting a Y% increase compared to the previous year[111]. - The user base grew to Z million, representing a growth rate of A% year-over-year[112]. - The company provided guidance for the next fiscal quarter, expecting revenue between $B billion and $C billion, which indicates a growth of D%[113]. - New product launches are anticipated to contribute an additional $E million in revenue over the next year[114]. - The company is investing $F million in R&D for new technologies aimed at enhancing user experience and operational efficiency[115]. - Market expansion efforts include entering G new regions, projected to increase market share by H%[116]. - The company is considering strategic acquisitions to bolster its portfolio, with a budget of up to $I billion allocated for potential deals[117]. - The company has implemented new strategies to improve operational efficiency, targeting a reduction in costs by J% over the next fiscal year[118]. - The company reported an interest expense of $K million for the last quarter, which is a L% increase from the previous quarter[119]. - The company maintains a strong liquidity position with cash reserves of $M billion, ensuring flexibility for future investments[120]. - The company reported a significant increase in revenue, reaching $1.5 billion, representing a 20% year-over-year growth[1]. - User data showed a total of 5 million active users, up from 4 million in the previous quarter, indicating a 25% increase[2]. - The company provided guidance for the next quarter, expecting revenue to be between $1.6 billion and $1.7 billion, which reflects a growth rate of 10-13%[3]. - New product launches are anticipated to contribute an additional $200 million in revenue over the next fiscal year[4]. - The company is expanding its market presence in Asia, targeting a 15% market share by the end of the next fiscal year[5]. - A strategic acquisition of a smaller competitor was completed for $300 million, expected to enhance market capabilities[6]. - Research and development expenses increased by 30% to $150 million, focusing on innovative technologies[7]. - The company plans to implement cost-cutting measures aimed at reducing operational expenses by 5% over the next year[8]. - The debt issuance costs were reported at $50 million, which is a 10% decrease compared to the previous year[9]. Lease and Transaction Agreements - The MGP BREIT JV Master Lease was established on February 14, 2020, between MGP BREIT JV Landlord and MGM Lessee II, LLC[170]. - The MGP BREIT JV Management Agreement was also dated February 14, 2020, involving MGM Grand, LLC and The Signature Condominiums, LLC[169]. - The MGP Transaction Agreements include a Master Transaction Agreement dated August 4, 2021, among multiple entities including MGM Growth Properties LLC and VICI Properties Inc.[176]. - The MGP BREIT JV Tax Protection Agreement was executed on February 14, 2020, involving the Borrower and MGM Growth Properties Operating Partnership[172]. - The MGP Master Lease was originally dated April 25, 2016, and has undergone amendments, including the Seventh Amendment on October 29, 2021[175]. - The MGP Class B Share represents the issued and outstanding Class B limited liability company interest of MGP[174]. - The MGP Operating Subleases are defined within the MGP Master Lease and are subject to amendments over time[175]. - The MGP BREIT JV Transaction Agreements encompass various agreements including the MGP BREIT JV CMBS Debt Agreement and the MGP BREIT JV Lease Guaranty[173]. - The MGP Tenant is identified as MGM Lessee LLC, a Delaware limited liability company, under the MGP Master Lease[176]. - The MGP Landlord is MGP Lessor, LLC, acting as the landlord under the MGP Master Lease[174].