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Press release from PR Newswire

MGM Resorts International Announces Consent Solicitation

Wednesday, April 11, 2012

MGM Resorts International Announces Consent Solicitation07:00 EDT Wednesday, April 11, 2012LAS VEGAS, April 11, 2012 /PRNewswire/ -- MGM Resorts International (NYSE: MGM) announced today that it has commenced a consent solicitation with respect to a proposed amendment to the indenture governing its 10.375% Senior Secured Notes due 2014 and 11.125% Senior Secured Notes due 2017 (CUSIP Nos. 552953BH3 and 552953BJ9) (collectively, the "Notes"). The Company is soliciting consents from holders of record as of 5:00 p.m., New York City time, on April 10, 2012 to amend the definition of "Change of Control" by removing from the definition the occurrence of a Change of Control event if Tracinda Corporation and its affiliates cease to collectively own more than 15% of the Company's outstanding common stock. As a result of the proposed amendment, if Tracinda Corporation and its affiliates cease to collectively own more than 15% of the Company's common stock, this will not constitute a "Change of Control" under the indenture and the Company will not be required to make an offer to each holder of the Notes to repurchase such holder's Notes for 101% of the principal amount thereof plus accrued and unpaid interest. The Company is offering to pay each holder who validly delivers, and does not validly revoke, its consent before the consent solicitation expires a cash payment of $1.25 for each $1,000 in principal amount of Notes for which a consent is provided, subject to satisfaction or waiver of certain conditions, including the receipt of valid consents in respect of a majority in aggregate principal amount of the outstanding Notes voting as a single class (excluding Notes owned by the Company or any affiliate of the Company). Holders will not be able to revoke their consents after the execution of the supplemental indenture.The consent solicitation will expire at 5:00 p.m., New York City time, on April 19, 2012 (as such date may be extended by the Company in its sole discretion). The Company in its sole discretion may terminate the consent solicitation without the obligation to make any cash payment at any time prior to the execution and delivery of the supplemental indenture incorporating the proposed amendment, whether or not the requisite consents have been received. Except for the foregoing amendment to the definition of "Change of Control," all of the existing terms of the indenture and Notes will remain unchanged.This press release does not set forth all of the terms and conditions of the consent solicitation. Holders of the Notes should carefully read the Company's Consent Solicitation Statement and the accompanying materials, each dated April 11, 2012, for a complete description of all terms and conditions before making any decision with respect to the consent solicitation. The Company does not make any recommendation as to whether or not any holder should consent to the proposed amendment. Additional information concerning the terms and conditions of the consent solicitation, and the procedure for delivering consents, may be obtained from the solicitation agent, BofA Merrill Lynch, by calling (888) 292-0070 or (980) 388-3646 (collect). Copies of the Consent Solicitation Statement and related documents may be obtained from the information and tabulation agent, Global Bondholder Services Corporation, by calling (866) 937-2200 or (212) 430-3774 (collect).This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. This announcement is also not a solicitation of consents with respect to the proposed amendment or any securities. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or "blue sky" laws. MGM Resorts International (NYSE: MGM) is one of the world's leading global hospitality companies, operating a peerless portfolio of destination resort brands, including Bellagio, MGM Grand, Mandalay Bay and The Mirage.  In addition to its 51% interest in MGM China Holdings Limited, which owns the MGM Macau resort and casino, the Company has significant holdings in gaming, hospitality and entertainment, owns and operates 15 properties located in Nevada, Mississippi and Michigan, and has 50% investments in three other properties in Nevada and Illinois. One of those investments is CityCenter, an unprecedented urban resort destination on the Las Vegas Strip featuring its centerpiece ARIA Resort & Casino. Leveraging MGM Resorts' unmatched amenities, the M life loyalty program delivers one-of-a-kind experiences, insider privileges and personalized rewards for guests at the Company's renowned properties nationwide. Through its hospitality management subsidiary, the Company holds a growing number of development and management agreements for casino and non-casino resort projects around the world. MGM Resorts International supports responsible gaming and has implemented the American Gaming Association's Code of Conduct for Responsible Gaming at its gaming properties. The Company has been honored with numerous awards and recognitions for its industry-leading Diversity Initiative, its community philanthropy programs and the Company's commitment to sustainable development and operations. For more information about MGM Resorts International, visit the Company's website at www.mgmresorts.com.SOURCE MGM Resorts InternationalFor further information: Investment Community, Daniel J. D'Arrigo, Executive Vice President and Chief Financial Officer, +1-702-693-8895; News Media, Alan M. Feldman, Senior Vice President of Public Affairs, +1-702-891-1840, afeldman@mgmresorts.com