Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: The following table provides information about share repurchases made by the Company of its common stock during the quarter ended September 30, 2021:
+Added: The following table provides information about share repurchases made by the Company of its common stock during the quarter ended March 31, 2022:
Total Number of Shares Purchased Average Price Paid per Share Total Number
−Removed: Part of a Publically Announced Program Dollar Value of Shares that May Yet be Purchased Under the Program
+Added: Part of a Publicly Announced Program Dollar Value of Shares that May Yet be Purchased Under the Program
Period (In thousands)
−Removed: July 1, 2021 — July 31, 2021 4,662,908 $ 39.33 4,662,908 $ 2,480,700
−Removed: August 1, 2021 — August 31, 2021 8,102,729 $ 38.95 8,102,729 $ 2,165,069
−Removed: September 1, 2021 — September 30, 2021 4,444,420 $ 42.18 4,444,420 $ 1,977,581
−Removed: In February 2020, upon substantial completion of the May 2018 $2.0 billion stock repurchase program, the Company’s Board of Directors authorized a $3.0 billion stock repurchase program.
−Removed: Under the stock repurchase program, the Company may repurchase shares from time to time in the open market or in privately negotiated agreements.
+Added: January 1, 2022 — January 31, 2022 6,588,067 $ 43.11 6,588,067 $ 966,244
+Added: February 1, 2022 — February 28, 2022 8,977,218 $ 44.37 8,977,218 $ 567,895
+Added: March 1, 2022 — March 31, 2022 7,780,700 $ 41.08 7,780,700 $ 2,248,293
+Added: The Company's Board of Directors authorized a $2.0 billion stock repurchase program in March 2022 and a $3.0 billion stock repurchase program in February 2020.
+Added: Under the stock repurchase programs, the Company may repurchase shares from time to time in the open market or in privately negotiated agreements.
Repurchases of common stock may also be made under a Rule 10b5-1 plan, which would permit common stock to be purchased when the Company might otherwise be precluded from doing so under insider trading laws.
The timing, volume and nature of stock repurchases will be at the sole discretion of management, dependent on market conditions, applicable securities laws, and other factors, and may be suspended or discontinued at any time.
−Removed: All shares repurchased by the Company during the quarter ended September 30, 2021 were purchased pursuant to the Company’s publicly announced stock repurchase programs and have been retired.
−Removed: 2.1 Master Transaction Agreement, by and among MGM Resorts International, MGM Growth Properties LLC, MGM Growth Properties Operating Partnership LP, VICI Properties Inc., Venus Sub LLC, VICI Properties L.P.
−Removed: and VICI Properties OP LLC, dated as of August 4, 2021 (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed with the Commission on August 5, 2021).*
−Removed: 2.2 Purchase Agreement by and among BRE Spade Parent LLC, BRE Spade PropCo Holdings LLC, BRE Spade Mezz 1 LLC, BRE Spade Voteco LLC and MGM Resorts International, dated as of September 26, 2021 (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed with the Commission on September 28, 2021).*
−Removed: 4.1 Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of April 20, 2016, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S.
−Removed: Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed with the Commission on September 27, 2021)
−Removed: 4.2 Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of August 12, 2016, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S.
−Removed: Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K filed with the Commission on September 27, 2021)
−Removed: 4.3 Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of September 21, 2017, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S.
−Removed: Bank National Association, as Trustee (incorporated by reference to Exhibit 4.3 of our Current Report on Form 8-K filed with the Commission on September 27, 2021)
−Removed: 4.4 Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of January 25, 2019, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S.
−Removed: Bank National Association, as Trustee (incorporated by reference to Exhibit 4.4 of our Current Report on Form 8-K filed with the Commission on September 27, 2021)
−Removed: 4.5 First Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of June 5, 2020, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S.
−Removed: Bank National Association, as Trustee (incorporated by reference to Exhibit 4.5 of our Current Report on Form 8-K filed with the Commission on September 27, 2021)
−Removed: 4.6 First Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of November 19, 2020, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S.
−Removed: Bank National Association, as Trustee (incorporated by reference to Exhibit 4.6 of our Current Report on Form 8-K filed with the Commission on September 27, 2021)
−Removed: 10.1 Third Amendment to Credit Agreement, dated as of August 16, 2021, among the Company, the other loan parties and lenders named therein and Bank of America, N.A., as administrative agent.
−Removed: 10.2 Master Lease by and among Ace A PropCo LLC, Ace V PropCo LLC and MGM Lessee III, LLC, dated as of September 28, 2021 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Commission on September 28, 2021).*
+Added: All shares repurchased by the Company during the quarter ended March 31, 2022 were purchased pursuant to the Company’s publicly announced stock repurchase programs and have been retired.
+Added: 10.1 Amendment Letter to the 2019 Revolving Credit Facility, dated February 10 , 202 2 , by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto.
+Added: 10.2 Amendment Letter to the 2020 Revolving Credit Facility, dated February 10 , 202 2 , by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto.
+Added: 10.3 Second Amendment to Lease, by and between BCORE Paradise LLC and Bellagio, LLC, dated as of February 22, 2022.
22 Subsidiary Guarantors.
11 unchanged sentences
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
−Removed: 104 The cover page from this Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, has been formatted in Inline XBRL.
+Added: 104 The cover page from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, has been formatted in Inline XBRL.
* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
3 unchanged sentences
MGM Resorts International
−Removed: November 3, 2021 By:
+Added: May 2, 2022 By:
/s/ WILLIAM J.
Chief Executive Officer and President (Principal Executive Officer)
−Removed: November 3, 2021 /s/ JONATHAN S.
+Added: May 2, 2022 /s/ JONATHAN S.
Chief Financial Officer and Treasurer (Principal Financial Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.