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, 2022:
−Removed: Total Number of Shares Purchased Average Price Paid per Share Total Number
+Added: The following table provides information about share repurchases of our common stock during the quarter ended March 31, 2023:
+Added: Total Number of Shares Purchased Average Price Paid per Share (1)
Part of a Publicly Announced Program Dollar Value of Shares that May Yet be Purchased Under the Program
Period (In thousands)
−Removed: July 1, 2022 — July 31, 2022 5,317,032 $ 29.32 5,317,032 $ 978,316
−Removed: August 1, 2022 — August 31, 2022 641,296 $ 34.31 641,296 $ 956,313
−Removed: September 1, 2022 — September 30, 2022 4,044,806 $ 31.91 4,044,806 $ 827,257
−Removed: The Company’s Board of Directors authorized a $2.0 billion stock repurchase plan in March 2022 and a $3.0 billion stock repurchase plan in February 2020, and, in connection with repurchases made during the nine months ended September 30, 2022, the February 2020 $3.0 billion stock repurchase plan was completed.
−Removed: Under the stock repurchase plans, the Company may repurchase shares from time to time in the open market or in privately negotiated agreements.
−Removed: 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.
+Added: January 1, 2023 — January 31, 2023 4,297,621 $ 36.65 4,297,621 $ 317,538
+Added: February 1, 2023 — February 28, 2023 1,520,849 $ 43.22 1,520,849 $ 2,251,801
+Added: March 1, 2023 — March 31, 2023 6,101,590 $ 42.43 6,101,590 $ 1,992,885
+Added: (1) Average price paid per share is calculated on a settlement basis and is inclusive of commissions and exclusive of excise tax
+Added: In March 2022 we announced that the Board of Directors had authorized a $2.0 billion stock repurchase plan and in February 2023, we announced that the Board of Directors had authorized a $2.0 billion stock repurchase plan.
+Added: Under the stock repurchase plans, we may repurchase shares from time to time in the open market or in privately negotiated agreements.
+Added: Repurchases of common stock may also be made under a Rule 10b5-1 plan, which would permit common stock to be purchased when we 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, 2022 were purchased pursuant to the Company’s publicly announced stock repurchase plan and have been retired.
−Removed: *10.1 Employment Agreement, effective as of September 1, 2022, by and between the Company and William Hornbuckle (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on August 22, 2022).
−Removed: *10.2 Employment Agreement, effective as of September 1, 2022, by and between the Company and Corey Sanders (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on August 22, 2022).
−Removed: *10.3 Employment Agreement, effective as of September 1, 2022, by and between the Company and Jonathan S.
−Removed: Halkyard (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on August 22, 2022).
−Removed: *10.4 Employment Agreement, effective as of September 1, 2022, by and between the Company and John McManus (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on August 22, 2022).
−Removed: *10.5 Amended and Restated Change of Control Policy for Executive Officers, effective August 16, 2022 (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed on August 22, 2022).
+Added: All shares we repurchased during the quarter ended March 31, 2023 were purchased pursuant to our publicly announced stock repurchase plan and have been retired.
+Added: 10.3 Second Amendment to Amended and Restated Master Lease, dated as of February 15, 2023, by and between MGP Lessor, LLC and MGM Lessee, LLC .
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, 2022, has been formatted in Inline XBRL.
−Removed: * Management contract or compensatory plan or arrangement.
+Added: 104 The cover page from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, has been formatted in Inline XBRL.
Certain long-term debt instruments of our consolidated subsidiaries, under which the total amount of securities authorized does not exceed 10 percent of our consolidated assets, are not filed as exhibits to this Quarterly Report on Form 10-Q.
3 unchanged sentences
MGM Resorts International
−Removed: November 2, 2022 By:
+Added: May 1, 2023 By:
/s/ WILLIAM J.
Chief Executive Officer and President (Principal Executive Officer)
−Removed: November 2, 2022 /s/ JONATHAN S.
+Added: May 1, 2023 /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.