MGM China issues $750M 6.25% notes due 2033

MGM Resorts International disclosed that its consolidated subsidiary MGM China Holdings Limited issued $750 million of 6.25% senior notes due 2033 under a new indenture.

Rhea-AI Filing Summary

MGM Resorts International disclosed that its consolidated subsidiary MGM China Holdings Limited issued $750 million of 6.25% senior notes due 2033 under a new indenture. The notes were sold to accredited investors and resold to qualified institutional buyers under securities law exemptions.

The issuer expects approximately $739.9 million in net proceeds, which it plans to use to repay part of its revolving credit facility and for general corporate purposes. The notes pay cash interest semi-annually on May 15 and November 15, starting November 15, 2026.

Before May 15, 2029, the issuer can redeem the notes at 100% plus a make-whole premium and may redeem up to 35% with equity offering proceeds. After that date, it can redeem at a declining premium. Holders receive repurchase rights at 101% of principal after a change of control or 100% under a Macau-related investor put option. The indenture also includes customary covenants and events of default.

Insights

Credit and capital structure analyst

MGM China adds fixed-rate debt, extends maturity, and builds in investor protections.

The issuance of $750 million in 6.25% senior notes due 2033 increases MGM China’s long-term, fixed-rate debt and provides net proceeds of about $739.9 million. The company plans to use this mainly to repay its revolving credit facility, effectively terming out a portion of short-term borrowings.

Key structural features include optional redemptions, an equity claw of up to 35% of principal, and repurchase rights at 101% upon a change of control or 100% under a Macau-focused investor put option. These terms balance issuer flexibility with bondholder protections, alongside standard covenants and events of default.

Actual impact on leverage and interest coverage depends on the revolver paydown and future operating performance in Macau. Subsequent financial filings may clarify how this new 2033 maturity fits into the broader debt maturity ladder and overall funding strategy.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Senior notes issued: $750 million Coupon rate: 6.25% per annum Net proceeds: $739.9 million +4 more

7 metrics

Senior notes issued $750 million Aggregate principal amount of 6.25% senior notes due 2033

Coupon rate 6.25% per annum Interest rate on senior notes due 2033

Net proceeds $739.9 million Approximate net proceeds after fees and expenses

Interest payment dates May 15 and November 15 Semi-annual cash interest payments, starting November 15, 2026

Equity clawback limit 35% of principal Maximum notes redeemable with net cash proceeds of certain equity offerings

Change of control put price 101% of principal Repurchase offer price upon change of control triggering event

Special put option price 100% of principal Repurchase offer price under Macau-related investor put option

Key Terms

senior notes, Indenture, make whole premium, change of control triggering event, +2 more

6 terms

senior notes financial

"issued $750 million in aggregate principal amount of 6.25% senior notes due 2033"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Indenture financial

"under an indenture dated as of May 13, 2026 (the “Indenture”)"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

make whole premium financial

"redeem all or part of the notes at a redemption price equal to 100% ... plus an applicable make whole premium"

A make whole premium is a one-time payment an issuer must give bondholders when it repays a bond before its scheduled maturity to compensate for lost future interest; think of it as paying the remaining expected interest in today’s dollars so investors are ‘made whole.’ For investors, it matters because it protects expected returns on callable or early-redeemable debt and affects the effective yield and price sensitivity of those bonds.

change of control triggering event financial

"In the event of a change of control triggering event ... the Issuer will be required to offer to repurchase"

A change of control triggering event is a corporate transaction or shift—such as a merger, sale of a majority of shares, or a new party gaining board control—that automatically activates specific contractual rights or penalties. Investors care because these triggers can accelerate debt repayment, alter executive compensation, terminate agreements, or prompt buyouts, and those outcomes can materially affect a company’s value, cash flow and stock price like a sudden change in who runs or owns a household.

Special Put Option financial

"an investor put option triggering event ... (the “Special Put Option”)"

events of default financial

"Events of default under the Indenture include, among others, the following"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

FAQ

What type of debt did MGM (MGM) recently issue through MGM China?

MGM China issued $750 million of 6.25% senior notes due 2033. These are unsecured debt securities that pay cash interest and rank senior in the issuer’s capital structure, with specified covenants and default provisions.

How will MGM China use the $739.9 million of net proceeds from the notes?

MGM China intends to use approximately $739.9 million of net proceeds to repay part of its revolving credit facility and for general corporate purposes, shifting a portion of short-term borrowing into longer-term fixed-rate debt.

What interest rate and payment schedule apply to MGM China’s new notes?

The new senior notes carry a fixed interest rate of 6.25% per annum. Interest is payable in cash twice a year, on May 15 and November 15, beginning on November 15, 2026, until maturity in 2033.

Can MGM China redeem the 6.25% senior notes before 2033?

Yes. Before May 15, 2029, MGM China may redeem notes at 100% plus a make-whole premium and can redeem up to 35% using equity offering proceeds. After that date, it may redeem at a declining premium plus accrued interest.

What investor protections are included in MGM China’s new notes?

Noteholders have repurchase rights if certain events occur. A change of control triggering event requires an offer to repurchase at 101% of principal, while a specified Macau-related investor put option requires an offer at 100%, both plus accrued interest.

What happens if MGM China defaults under the new indenture?

Events of default include missed interest or principal payments, certain covenant breaches, significant accelerated debt elsewhere in the group, and specified bankruptcy or insolvency events. In some cases, all notes become immediately due and payable without further action.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/14/2026 - 04:19 PM Learn about SEC filing dates

false 0000789570 0000789570 2026-05-13 2026-05-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 13, 2026

MGM Resorts International

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-10362		88-0215232
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109

(Address of principal executive offices - Zip Code)

Registrant’s Telephone Number, Including Area Code: (702) 693-7120

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock (Par Value $0.01)		MGM		New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On May 13, 2026, MGM China Holdings Limited (the “Issuer”), a consolidated subsidiary of MGM Resorts International, a Delaware corporation, issued $750 million in aggregate principal amount of 6.25% senior notes due 2033 under an indenture dated as of May 13, 2026 (the “Indenture”), between the Issuer and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”). The notes were sold in the United States only to accredited investors pursuant to an exemption from the Securities Act of 1933, as amended (the “Securities Act”), and subsequently resold to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons in accordance with Regulation S under the Securities Act.

The Issuer intends to use the approximately $739.9 million of net proceeds after estimated fees and expenses from the offering to repay a portion of the amounts outstanding under its revolving credit facility and for general corporate purposes.

The Issuer will pay interest on the notes on May 15 and November 15 of each year, beginning on November 15, 2026. Interest will accrue on the notes at a rate of 6.25% per annum and will be payable in cash.

Prior to May 15, 2029, (i) the Issuer may redeem all or part of the notes at a redemption price equal to 100% of the principal amount of the notes plus an applicable make whole premium, plus, in each case, accrued and unpaid interest, and (ii) the Issuer may redeem up to 35% of the aggregate principal amount of the notes with the net cash proceeds from certain equity offerings. On or after May 15, 2029, the Issuer may redeem the notes, in whole or in part, at a premium declining ratably to zero, plus accrued and unpaid interest to, but not including, the redemption date. In the event of a change of control triggering event or an investor put option triggering event (which relates to the status of the gaming operations of the Issuer’s subsidiaries in Macau (the “Special Put Option”)), the Issuer will be required to offer to repurchase the notes at 101% or 100% of the principal amount, respectively, plus accrued and unpaid interest to, but not including, the repurchase date. The Special Put Option will cease to be of effect upon the earlier of the repayment of the notes and such time as the equivalent provision in each of the Issuer’s existing indentures ceases to be of effect.

The Indenture contains covenants that will limit the Issuer’s ability to merge with other companies and require it to comply with certain reporting requirements. These covenants are subject to exceptions and qualifications set forth in the Indenture.

Events of default under the Indenture include, among others, the following with respect to each series of notes: default for 30 days in the payment when due of interest on the notes; default in payment when due of the principal of, or premium, if any, on the notes; failure to comply with certain covenants in the Indenture for 60 days upon the receipt of notice from the trustee or holders of 25% in aggregate principal amount of the notes; acceleration of debt of the Issuer or a subsidiary thereof in excess of a specified amount, which acceleration is not annulled within 30 days; and certain events of bankruptcy or insolvency. In the case of an event of default arising from certain events of bankruptcy or insolvency with respect to the Issuer, all notes then outstanding will become due and payable immediately without further action or notice. If any other event of default occurs with respect to the notes, the trustee or holders of 25% in aggregate principal amount of the notes may declare all of the notes of the applicable series to be due and payable immediately, provided that no such declaration may be made with respect to any action taken, and reported publicly or to holders, more than two years prior to such declaration.

The description set forth above is qualified in its entirety by reference to the full text of the Indenture, which is incorporated by reference hereto as Exhibit 4.1 hereto. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the notes.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 with respect to the Indenture is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits:

Exhibit No.		Description
4.1		Indenture governing the 6.25% senior notes due 2033, dated as of May 13, 2026, between MGM China Holdings Limited and Wilmington Savings Fund Society, FSB, as trustee.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

				MGM Resorts International
Date: May 14, 2026				By:		/s/ Jessica Cunningham
						Jessica Cunningham
						Senior Vice President, Legal Counsel and Assistant Secretary

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-4.1 EX-4.1 504.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB