REG - MGM Resorts Intnl. Entain PLC - Form 8 (OPD) (MGM Resorts International)
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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