January 2013

Milbank Represents MGM Resorts in $5.25B Milestone Refinance

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NEW YORK, January 2013 – International law firm Milbank, Tweed, Hadley & McCloy LLP, led by Global Securities partner Rod Miller and Global Leveraged Finance partner Lauren Hanrahan, represented MGM Resorts International (NYSE: MGM) in a milestone transaction by advising MGM through its entry into a $4.0 billion amended and restated senior secured credit facility and its offering of $1.25 billion of 6.625% senior unsecured notes due 2021.

The Company used the net proceeds of the facilities and the net proceeds from the $1.25 billion senior unsecured note offering, together with cash on hand, (i) to repurchase all of its outstanding 13% senior secured notes due 2013, 10.375% senior secured notes due 2014, 11.125% senior secured notes due 2017 and 9% senior secured notes due 2020 (the "Existing Secured Notes") tendered in the tender offers, (ii) to fund the redemption and satisfaction and discharge of any of the Existing Secured Notes that were not tendered in the tender offers, (iii) to refinance its previous senior credit facility and (iv) to pay transaction-related fees and expenses.

MGM Resorts International is one of the world's leading global hospitality companies, operating a 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.

Other Milbank attorneys involved in this transaction included Global Securities associates Jessica Cunningham, Okeoma Moronu and Meredith Hines, Global Leveraged Finance associates Jonathan Vance and Lina Jun, Real Estate associates Lisa Brabant and Melissa Galicia, Tax partner Bruce Kayle and associates Joanna Grossman and Jonathan Grossberg, Executive Compensation and Employee Benefits partner Joel Krasnow, Corporate and Environmental of counsel Matthew Ahrens and Intellectual Property associate Nathaniel Browand.