MGM Resorts International (NYSE: MGM) and MGM Growth Properties LLC today announced that MGM Resorts has entered into a definitive agreement to acquire Boyd Gaming Corporation’s (“Boyd Gaming”) (NYSE:BYD) 50 percent interest in Borgata Hotel Casino & Spa (“Borgata”) in Atlantic City, New Jersey for consideration of $900 million. Further, MGM Resorts and MGP have entered into a definitive agreement whereby, following the completion of the acquisition of Boyd Gaming’s interest, MGP will acquire Borgata’s real property from MGM Resorts and lease back the real property to a subsidiary of MGM Resorts, after which a subsidiary of MGM Resorts will operate Borgata (together, the “Transactions”).
MGM Resorts will pay approximately $600 million for Boyd Gaming’s 50 percent interest, subject to customary working capital adjustments, after consideration of Borgata’s outstanding debt of approximately $600 million, which MGM Resorts will assume and refinance. For the last twelve months ended March 31, 2016, Borgata reported $812 million in net revenues and $212 million in Adjusted EBITDA.
“Borgata is the premier resort in Atlantic City and a great addition to our growing presence in the Northeast,” said Jim Murren, Chairman and CEO of MGM Resorts International. “While the market continues to experience challenges, Borgata has outperformed and differentiated itself as the undisputed leader in the city. Our decade-long partnership with Boyd Gaming has been a great one, and Borgata’s talented employee base will complement and strengthen our more than 60,000-member worldwide MGM Resorts team. We are excited about the opportunity to bring our market-leading loyalty program, M life Rewards, to the resort and integrate our operations, to position Borgata for further growth.”
Subsequent to the purchase of Boyd Gaming’s 50 percent stake in Borgata, MGM Resorts and MGP have agreed that MGM Resorts will sell all of Borgata’s real property to MGP for total consideration of approximately $1.175 billion.
“We are excited to add Borgata to the MGP portfolio, further diversifying our geographic presence. With this transaction, we are executing on our core growth strategy in prudently building a portfolio of high-quality assets with market leading competitive positions,” said James Stewart, CEO of MGM Growth Properties. “We expect the transaction to result in high single digit percentage accretion to AFFO per share, and pro forma net leverage will remain similar to our current levels.”
MGP expects to fund the acquisition of the Borgata real property and the assumption of related debt with a combination of existing cash on hand, borrowings under its senior secured revolving credit facility, and the issuance of operating partnership units to a subsidiary of MGM Resorts, based upon MGP’s closing price of $23.03 as of May 27, 2016.
Borgata will be added to the existing Master Lease between MGM Resorts and MGP, and the initial rent payment to MGP will increase by $100 million. Consistent with the Master Lease terms, 90 percent of this rent will be fixed and contractually grow at 2 percent per year until 2022.
“The Transactions provide numerous benefits to MGM Resorts and creates significant value for our shareholders,” said Dan D’Arrigo, Executive Vice President and CFO of MGM Resorts International. “We expect MGM Resorts to remain net leverage-neutral, as we fully consolidate Borgata’s cash flows into the MGM Resorts portfolio. Looking ahead, we believe the impact of the Transactions remain consistent with our focus on further deleveraging the balance sheet.”
Concluded Mr. Murren, “We are pleased to demonstrate the ability for MGM Resorts and MGM Growth Properties to transact on an accretive basis to both parties and look forward to continue working collaboratively in the future.”
The conflicts committee of the MGP Board of Directors engaged PJT Partners as its financial advisor to give an opinion on the fairness from a financial point of view to MGP of the total consideration paid in the transaction by MGP.
The Transactions are expected to close in the third quarter of 2016, subject to regulatory approvals and other customary closing conditions.