MGM Resorts International Commences Tender Offers and Consent Solicitations for Its Senior Secured Notes as Part of

 MGM Resorts International Commences Tender Offers and Consent Solicitations
for Its Senior Secured Notes as Part of Comprehensive Refinancing Transaction

PR Newswire

LAS VEGAS, Dec. 6, 2012

LAS VEGAS, Dec. 6, 2012 /PRNewswire/ -- MGM Resorts International (NYSE: MGM)
today announced the commencement of a comprehensive refinancing transaction
consisting of:

  oCash tender offers and consent solicitations for any and all of its
    outstanding senior secured notes;
  o$4.0 billion amended and restated senior secured credit facility, which
    will include a revolving facility, term loan A and term loan B tranches;
    and
  o$1.0 billion of senior unsecured notes.

The Company announced cash tender offers for any and all of its $750,000,000
outstanding principal amount of 13% Senior Secured Notes due 2013 (the "2013
Notes"), $650,000,000 outstanding principal amount of 10.375% Senior Secured
Notes due 2014 (the "2014 Notes"), $850,000,000 outstanding principal amount
of 11.125% Senior Secured Notes due 2017 (the "2017 Notes") and $845,000,000
outstanding principal amount of 9% Senior Secured Notes due 2020 (the "2020
Notes" and, together with the 2013 Notes, the 2014 Notes and the 2017 Notes,
the "Notes") and its solicitation of consents from the holders of the Notes to
adopt certain amendments to the indentures governing the Notes.

The following table sets forth the Notes subject to the tender offers and
consent solicitations:

                                                       
                           Outstanding
CUSIP No./ISIN Title of    Principal    Tender Offer           Total
               Security    Amount       Consideration*          Consideration*
                                                       Consent
                                                       Payment*
552953BE0/     13% Senior
               Secured
US552953BE00,  Notes due   $750,000,000 $1,080.84      $30.00   $1,110.84
               2013
USU5928TAH42
               10.375%
552953BH3/     Senior
               Secured     $650,000,000 $1,104.82      $30.00   $1,134.82
US552953BH31   Notes due
               2014
               11.125%
552953BJ9/     Senior
               Secured     $850,000,000 $1,067.66      $30.00   $1,097.66
US552953BJ96   Notes due
               2017
               9% Senior
55303QAD2/     Secured     $845,000,000 $1,116.76      $30.00   $1,146.76
US55303QAD25   Notes due
               2020
* Per $1,000 principal amount of Notes.

The tender offers are scheduled to expire at 11:59 P.M., New York City time,
on January 4, 2013, unless extended or earlier terminated (the "Expiration
Time"). Holders who validly tender their Notes and deliver their consents by
5:00 P.M., New York City time, on December 19, 2012, unless extended or
earlier terminated (the "Consent Payment Deadline"), will receive the Total
Consideration defined above if such Notes are accepted for purchase, which
includes a payment of $30.00 per $1,000 principal amount of Notes (the
"Consent Payment"). Holders who validly tender their Notes and deliver their
consents after the Consent Payment Deadline but before the Expiration Time
will receive the Tender Offer Consideration defined above, if such Notes are
accepted for purchase. Holders whose tendered Notes are accepted for purchase
will also receive accrued and unpaid interest from the last applicable
interest payment date to, but not including, the Initial Settlement Date (as
defined below) or the Final Settlement Date (as defined below), as the case
may be, for the Notes purchased in the tender offers.

Holders who validly tender their Notes and deliver their consents by the
Consent Payment Deadline (and do not validly withdraw their Notes or revoke
their consents) and whose Notes are accepted for purchase, will, if the
Company so elects, receive their applicable Total Consideration on a business
day following the Consent Payment Deadline and the satisfaction or waiver of
the conditions to the consummation of the tender offers, which date is
expected to be December 20, 2012 (the "Initial Settlement Date"). Holders who
validly tender their Notes and deliver their consents after the Consent
Payment Deadline but by the Expiration Time, and whose Notes are accepted for
purchase, will receive their applicable Tender Offer Consideration promptly
after the Expiration Time, which date is expected to be January 7, 2013 (the
"Final Settlement Date"). The consents are being solicited to eliminate
substantially all of the restrictive covenants, certain related events of
default and certain other provisions contained in the indentures governing the
Notes. Holders may not tender their Notes without delivering consents or
deliver consents without tendering their Notes.

The Company expects to use the net proceeds of the senior unsecured notes
offering and new senior secured credit facility, together with cash on hand,
to pay the Total Consideration. The tender offers are subject to the
satisfaction or waiver of certain conditions, including the consummation of
these financing transactions and general conditions.

Noteholders may withdraw tenders and revoke consents at any time prior to the
earlier of (1) 5:00 p.m., New York City time, on December 19, 2012 (which may
be extended by the Company in its sole discretion) and (2) the date on which a
supplemental indenture applicable to their series of Notes is executed (the
"Effective Time"), which is expected to promptly follow receipt of the
consents of a majority of the Notes outstanding of any applicable class voting
together under an indenture.

The Company has retained J.P. Morgan Securities LLC, Barclays Capital Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities
Inc., BNP Paribas Securities Corp. and RBS Securities Inc. to serve as the
Joint Dealer Managers and Solicitation Agents for the tender offers and
consent solicitations. Questions regarding the tender offers and consent
solicitations may be directed either to J.P. Morgan Securities LLC, 383
Madison Avenue, 3rd Floor, New York, NY 10179, Attention: Syndicate Desk, or
by calling toll free: 1-800-245-8812, or to Barclays Capital Inc., 745Seventh
Avenue, 5th Floor, New York,NY 10019, Attention: Liability Management Group,
or by calling toll free: 1-800-438-3242 or collect: 1-212-528-7581. You may
also contact your broker, dealer, commercial bank or trust company or other
nominee for assistance.

The senior unsecured notes are being offered pursuant to an effective shelf
registration statement and a prospectus for such offering may be obtained from
either Barclays Capital Inc. at c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717, or by calling toll free 1-888-603-5847 or
by emailing barclaysprospectus@broadridge.com or J.P. Morgan Securities LLC,
383 Madison Avenue, 3rd Floor, New York, NY 10179, Attention: Syndicate Desk,
or by calling tollfree: 1-800-245-8812.

The complete terms and conditions of the tender offers and consent
solicitations are described in the Offers to Purchase and Consent
Solicitations Statement, dated December 6, 2012, and the related Consent and
Letter of Transmittal, copies of which may be obtained by contacting Global
Bondholder Services Corporation as Tabulation Agent and Information Agent, at
(866) 540-1500 (U.S. toll-free) or (212) 430-3774 (banks and brokers). The
Offer to Purchase and related Consent and Letter of Transmittal also address
certain U.S. federal income tax consequences. Holders should seek their own
advice based on their particular circumstances from an independent tax
advisor.

None of the Company, the Joint Dealer Managers and Solicitation Agents, the
Information Agent, Global Bondholder Services, as the Tender Agent, or U.S.
Bank National Association, as Trustee, makes any recommendation as to whether
holders should tender their Notes pursuant to the tender offers or consent to
the proposed amendments to the indentures, and no one has been authorized by
any of them to make such recommendations. Holders must make their own
decisions as to whether to tender Notes and deliver consents, and, if so, the
principal amount of Notes to tender.

This press release is for informational purposes only and does not constitute
an offer to purchase, a solicitation of an offer to sell nor a solicitation of
consents with respect to, any Notes or other securities, nor shall there be
any purchase of Notes or solicitation of consents in any state or jurisdiction
in which such offer, solicitation or purchase would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction. The tender offers and consent solicitations are being made
solely by the Offers to Purchase and Consent Solicitations Statement dated
December 6, 2012 and the related Consent and Letter of Transmittal. In any
jurisdiction where the laws require the tender offers and consent
solicitations to be made by a licensed broker or dealer, they will be deemed
made on behalf of the Company by Joint Dealer Managers and Solicitation Agents
or one or more registered brokers or dealers under the laws of such
jurisdiction. The tender offers and consent solicitations are not being made
in any jurisdiction in which the making or acceptance thereof would not be in
compliance with the laws of such jurisdiction.

About MGM Resorts International

MGM Resorts International (NYSE: MGM) is one of the world's leading global
hospitality companies, operating a peerless portfolio of destination resort
brands, including Bellagio, MGM Grand, Mandalay Bay and The Mirage. In
addition to its 51% interest in MGM China Holdings, Limited, which owns the
MGM Macau resort and casino and is in the process of developing a gaming
resort in Cotai, the Company has significant holdings in gaming, hospitality
and entertainment, owns and operates 15 properties located in Nevada,
Mississippi and Michigan, and has 50% investments in three other properties in
Nevada and Illinois. One of those investments is CityCenter, an unprecedented
urban resort destination on the Las Vegas Strip featuring its centerpiece ARIA
Resort & Casino. Leveraging MGM Resorts' unmatched amenities, the M life
loyalty program delivers one-of-a-kind experiences, insider privileges and
personalized rewards for guests at the Company's renowned properties
nationwide. Through its hospitality management subsidiary, the Company holds a
growing number of development and management agreements for casino and
non-casino resort projects around the world. MGM Resorts International
supports responsible gaming and has implemented the American Gaming
Association's Code of Conduct for Responsible Gaming at its gaming properties.
The Company has been honored with numerous awards and recognitions for its
industry-leading Diversity Initiative, its community philanthropy programs and
the Company's commitment to sustainable development and operations. For more
information about MGM Resorts International, visit the Company's website at
www.mgmresorts.com.

Statements in this release that are not historical facts are forward-looking
statements involving risks and/or uncertainties, including those described in
the Company's public filings with the Securities and Exchange Commission. We
have based forward-looking statements on management's current expectations and
assumptions and not on historical facts. Examples of these statements include,
but are not limited to, statements regarding the completion of the tender
offers. 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 effects of economic conditions and market conditions in the markets in
which we 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 our Form 10-K, Form 10-Q and Form 8-K reports (including all
amendments to those reports). In providing forward-looking statements, the
Company is not 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.

SOURCE MGM Resorts International

Website: http://www.mgmresorts.com
Contact: Investment Community, DANIEL D'ARRIGO, Executive Vice President, CFO
& Treasurer, +1-702-693-8895, or News Media, ALAN M. FELDMAN, Senior Vice
President of Public Affairs, +1-702-891-1840, afeldman@mgmresorts.com, both of
MGM Resorts International