MGM Resorts International Announces Results And Initial Settlement Of Tender For Senior Secured Notes

 MGM Resorts International Announces Results And Initial Settlement Of Tender
                           For Senior Secured Notes

PR Newswire

LAS VEGAS, Dec. 20, 2012

LAS VEGAS, Dec. 20, 2012 /PRNewswire/ --MGM Resorts International (the
"Company") (NYSE: MGM) today announced that, in connection with the previously
announced tender offers and consent solicitations by the Company to purchase
for cash 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"), the early tender
period in respect of the tender offers expired at 5:00 p.m., New York City
time, on December 19, 2012 (the "Consent Payment Deadline"). As of the Consent
Payment Deadline, $537.760 million principal amount of 2013 Notes, or 71.70%
of the principal amount outstanding; $417.803 million principal amount of 2014
Notes, or 64.28% of the principal amount outstanding; $707.254 million
principal amount of 2017 Notes, or 83.21% of the principal amount outstanding;
and $843.419 million principal amount of 2020 Notes, or 99.81% of the
principal amount outstanding, had been validly tendered and not withdrawn.
Those holders who validly tendered their Notes prior to the Consent Payment
Deadline received the total consideration of $1,110.84 per $1,000 principal
amount of 2013 Notes tendered, $1,134.82 per $1,000 principal amount of 2014
Notes tendered, $1,097.66 per $1,000 principal amount of 2017 Notes tendered
and $1,146.76 per $1,000 principal amount of 2020 Notes tendered, as
applicable, each of which includes a consent payment of $30.00 per $1,000
principal amount of Notes tendered, plus any accrued and unpaid interest on
the Notes up to, but not including, today, which is the payment date. The
withdrawal rights have expired.

The final offer period will expire at 11:59 p.m., New York City time, on
January 4, 2013, unless extended (such time and date, as the same may be
extended, the "Expiration Time"). Holders who tender their Notes after the
Consent Payment Deadline and on or prior to the Expiration Time will be
eligible to receive only the tender offer consideration of $1,080.84 per
$1,000 principal amount of 2013 Notes tendered, $1,104.82 per $1,000 principal
amount of 2014 Notes tendered, $1,067.66 per $1,000 principal amount of 2017
Notes tendered or $1.116.76 per $1,000 principal amount of 2020 Notes
tendered, as applicable, plus accrued and unpaid interest to the payment date,
but not the consent payment.

As the Company received consents from holders of greater than a majority in
aggregate principal amount of each series of Notes, the Company, the
subsidiary guarantors thereto and U.S. Bank National Association, as trustee
(the "Trustee"), executed a second supplemental indenture to the indenture
governing the 2013 Notes (the "2013 Second Supplemental Indenture"), a second
supplemental indenture to the indenture governing the 2014 Notes and the 2017
Notes (the "2014/2017 Second Supplemental Indenture") and a first supplemental
indenture to the indenture governing the 2020 Notes (the "2020 First
Supplemental Indenture" and, together with the 2013 Second Supplemental
Indenture and the 2014/2017 Second Supplemental Indenture, the "Supplemental
Indentures"), effecting the proposed amendments, which eliminate substantially
all of the restrictive covenants contained in the indentures (other than,
among other covenants, the covenants to pay interest and premium, if any, on,
and principal of, the Notes when due), certain events of default applicable to
the Notes and certain other provisions contained in the indentures and the
Notes. These changes became operative concurrently with the acceptance for
purchase of at least a majority in principal amount of the outstanding Notes
of any applicable class voting together under an indenture that were validly
tendered (and not validly withdrawn) at or prior to the Consent Payment
Deadline.

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, as supplemented by the
Supplement, dated December 17, 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 Offers
to Purchase and Consent Solicitations Statement 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.

The Company retained J.P. Morgan Securities LLC, Barclays Capital Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities
Inc., BNP Paribas Securities Corp., RBS Securities Inc. and Citigroup Global
Markets 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., 745 Seventh Avenue, 5^th 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.

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: MGM RESORTS, Investment Community, DANIEL D'ARRIGO, EVP, Chief
Financial Officer & Treasurer, +1-702-693-8895, or News Media, ALAN M.
FELDMAN, Senior Vice President of Public Affairs, +1-702-891-1840,
afeldman@mgmresorts.com
 
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