MGM Resorts International

Major Shareholding Notification • Jan 18, 2021

National Storage Mechanism | Additional information

RNS Number : 9883L

MGM Resorts International

18 January 2021

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	MGM Resorts International
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	MGM Resorts International
(d) Is the discloser the offeror or the offeree?	Offeror
(e) Date position held:      The latest practicable date prior to the disclosure	17 January 2021
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	No

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	USD 0.01 common
	Interests		Short positions
Number	%	Number	%
(1) Relevant securities owned and/or controlled:	N/A	-	N/A	-
(2) Cash-settled derivatives:	N/A	-	N/A	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	N/A	-	N/A	-
TOTAL:	N/A	-	N/A	-

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	N/A
Details, including nature of the rights concerned and relevant percentages:	N/A

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

a)   Interests held by directors of the Offeror, their close relatives and the related trusts of any of them (excluding options set out below)

Name	Number of shares of common stock	Percentage of issued share capital1
William W. Grounds	15,796	0.00%
Alexis M. Herman	24,5142	0.00%
Roland A. Hernandez	45,4493	0.01%
William J. Hornbuckle	436,3634	0.09%
Mary Chris Jammet	25,272	0.01%
John B. Kilroy, Jr	8,600	0.00%
Rose McKinney-James	15,440	0.00%
Paul J. Salem	1,517,000	0.31%
Gregory M. Spierkel	26,6425	0.01%
Janet Swartz	11,937	0.00%
Daniel J. Taylor	9,7606	0.00%
TOTAL	2,136,773	0.43%

1 Percentages are to two decimal places.

2 18,508 shares are held through a trust.

3 1,576 shares are held through the Hernandez Family Living Trust and 16,404 are held through the Roland Hernandez Sep Retirement Account.

4 8,500 shares held by the director's spouse and 227,884 shares held through a trust.

5 Shares are held through a trust.

6 Shares are held through a trust.

b)   Interests held by directors of the Offeror under its incentive plans

(i)   Restricted Stock Units ("RSUs")

The RSUs referred to in this section are issued under the MGM Resorts International Amended and Restated 2005 Omnibus Incentive Plan (the "Plan"). Each RSU represents the right to receive, following vesting, one share of common stock in the Offeror at no cost. Any fractional shares are paid in cash upon settlement. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on the Offeror's common stock and vest on the same dates and in the same relative proportions as the RSUs on which they accrue. The amounts stated for "Number of Restricted Stock Units" below comprise the current outstanding balance of the grant including any additional amount of units accrued for dividends to date and are to 4 decimal places.

In each case, vesting of the relevant grant is subject to the terms of the Plan and applicable award agreement.

William W. Grounds

Grant Date	Number of Restricted Stock Units	Description of vesting
07/05/2020	10,050.1664	The RSUs will vest upon the earlier of (i) 7 May 2021 or (ii) the date of the Offeror's next annual meeting of stockholders.

Alexis Herman

Grant Date	Number of Restricted Stock Units	Description of vesting
07/05/2020	10,050.1664	The RSUs will vest upon the earlier of (i) 7 May 2021 or (ii) the date of the Offeror's next annual meeting of stockholders.

Roland A. Hernandez

Grant Date	Number of Restricted Stock Units	Description of vesting
07/05/2020	10,050.1664	The RSUs will vest upon the earlier of (i) 7 May 2021 or (ii) the date of the Offeror's next annual meeting of stockholders.

William J. Hornbuckle

Grant Date	Number of Restricted Stock Units	Description of vesting
14/11/2017	8,017.6516	The RSUs will vest on 14/11/2021.
23/02/2018	19,072.5950	The RSUs are fully vested. Delivery of shares will be made on the third anniversary of the Grant Date.
19/10/2018	21,421.7409	The RSUs will vest in two equal annual instalments on 19/10/2021 and 19/10/2022.
21/02/2019	9,681.6453	The RSUs are fully vested. Delivery of shares will be made in three equal annual instalments on 21/02/2021, 21/02/2022 and 21/03/2023.
27/02/2020	18,682.2566	The RSUs are fully vested. Delivery of shares will be made in four equal annual instalments commencing on 27/02/2021.
01/04/2020	45,014.1817	The RSUs will vest in four equal annual instalments commencing on 01/04/2021.
01/04/2020	290,091.3933	The RSUs will vest on 01/04/2022.
18/08/2020	152,773.5008	The RSUs will vest in four equal annual instalments commencing on 18/08/2021.

Mary Chris Jammet

Grant Date	Number of Restricted Stock Units	Description of vesting
07/05/2020	10,050.1664	The RSUs will vest upon the earlier of (i) 7 May 2021 or (ii) the date of the Offeror's next annual meeting of stockholders

John B. Kilroy, Jr

Grant Date	Number of Restricted Stock Units	Description of vesting
07/05/2020	10,050.1664	The RSUs will vest upon the earlier of (i) 7 May 2021 or (ii) the date of the Offeror's next annual meeting of stockholders

Rose McKinney-James

Grant Date	Number of Restricted Stock Units	Description of vesting
07/05/2020	10,050.1664	The RSUs will vest upon the earlier of (i) 7 May 2021 or (ii) the date of the Offeror's next annual meeting of stockholders

Keith A. Meister

Grant Date	Number of Restricted Stock Units	Description of vesting
07/05/2020	10,050.1664	The RSUs will vest upon the earlier of (i) 7 May 2021 or (ii) the date of the Offeror's next annual meeting of stockholders

Paul J. Salem

Grant Date	Number of Restricted Stock Units	Description of vesting
16/04/2020	12,666.9907	The RSUs will vest upon the earlier of: (i) 7 May 2021 or (ii) the date of the Offeror's 2021 annual meeting of stockholders
07/05/2020	10,050.1664	The RSUs will vest upon the earlier of (i) 7 May 2021 or (ii) the date of the Offeror's next annual meeting of stockholders

Gregory M. Spierkel

Grant Date	Number of Restricted Stock Units	Description of vesting
07/05/2020	10,050.1664	The RSUs will vest upon the earlier of (i) 7 May 2021 or (ii) the date of the Offeror's next annual meeting of stockholders

Janet Swartz

Grant Date	Number of Restricted Stock Units	Description of vesting
07/05/2020	10,050.1664	The RSUs will vest upon the earlier of (i) 7 May 2021 or (ii) the date of the Offeror's next annual meeting of stockholders

Daniel J. Taylor

Grant Date	Number of Restricted Stock Units	Description of vesting
16/04/2020	6,550.06357	The RSUs will vest upon the earlier of (i) 7 May 2021 or (ii) the date of the Offeror's 2021 annual meeting of stockholders
07/05/2020	10,050.16648	The RSUs will vest upon the earlier of (i) 7 May 2021 or (ii) the date of the Offeror's next annual meeting of stockholders

7  Held through a trust.

8  Held through a trust.

(ii)   Deferred Stock Units

The Deferred Stock Units ("DSU") referred to below are issued under the MGM Resorts International Deferred Compensation Plan for Non-Employee Directors. Each DSU is the economic equivalent of one share of common stock in the Offeror. The DSUs become payable upon the named person's termination of service as a Director.

Name of director	Number of Deferred Stock Units
Roland A. Hernandez	14,615.7444
John B. Kilroy, Jr	9,950.9408
Rose McKinney-James	41,176.189
Keith A. Meister	16,938.1736
Paul J. Salem	27,018.2864
Gregory M. Spierkel	40,931.6231
Daniel J. Taylor	79,442.74899

9 Held through a trust.

(iii)  Performance Share Units

Performance Share Units ("PSU") are granted under the MGM Resorts International Amended and Restated 2005 Omnibus Incentive Plan.

The amounts stated for "Number of Performance Share Units" comprise the current outstanding balance of the grant including any additional amount of units accrued for dividends to date and are to 4 decimal places. Any fractional shares are paid in cash upon settlement.

For Relative TSR PSUs, each PSU represents the right to receive between 0 and 1.5 shares of common stock in the Offeror at no cost. The payment, if any, of these awards is determined by comparing the Offeror's total shareholder return ("TSR") to the TSR of other companies in the S&P 500 as of the end of the three-year measurement period (which commences on the relevant grant date). The amount of shares ultimately received at the end of the three-year period is based on the relative ranking of the Offeror's TSR to the S&P 500 group. Payout of the target amount of shares (being the number of Performance Share Units awarded under the grant) occurs if the Offeror is ranked at the 50th percentile, i.e., the midpoint of the companies in the S&P 500. Payout increases to 150% of the target number of shares on a linear basis as the Offeror's ranking rises to the 75th percentile. Payout decreases to 50% of the target shares on a linear basis as the Offeror's TSR declines from the 50th to the 25th percentile and, if the Offeror ranks below the 25th percentile, there is no pay out.

For Absolute TSR PSUs, each PSU represents the right to receive, at no cost, between 0 and 1.6 shares of common stock in the Offeror depending upon the performance of the common stock from the grant date to the date that is three years after the grant date (the "Vesting Date"), relative to a target price (the "Target Price"). The Target Price is equal to 125% of the average closing price of common stock in the Offeror over the 60-calendar-day period ending on the grant date. If the ending average stock price is less than 60% of the Target Price (the "Minimum Price"), then no shares will be issued on the Vesting Date. If the ending average stock price is equal to or greater than 160% of the Target Price (the "Maximum Price"), then 1.6 shares will be issued on the Vesting Date per PSU. If the ending average stock price is between the Minimum Price and the Maximum Price, then a number of shares will be issued on the Vesting Date per PSU equal to the ending average stock price divided by the Target Price. For this purpose, the ending average stock price is the average closing price of the Offeror's common stock over the 60-calendar-day period ending on the Vesting Date, as adjusted to include dividends paid during the term of the PSU.

William J. Hornbuckle

Grant Date	Number of Performance Share Units	Type of Performance Share Unit
19/10/2018	34,721.8527	Absolute TSR PSU
19/10/2018	29,441.2744	Relative TSR PSU
07/10/2019	37,351.9536	Absolute TSR PSU
07/10/2019	30,592.1844	Relative TSR PSU
18/08/2020	96,196.9461	Absolute TSR PSU
18/08/2020	95,794.8711	Relative TSR PSU

c)   Share interests of other persons acting in concert with the Offeror

Name	Number of shares of common stock	Percentage of common stock10
IAC/InterActiveCorp	59,033,902	11.93%

10 Percentages are to two decimal places.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"
None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"
None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

###### Date of disclosure:	18 January 2021
###### Contact name:	Jessica Cunningham, Senior Vice President & Legal Counsel
###### Telephone number:	+1 702-693-7120

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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