|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)
|
MGM RESORTS INTERNATIONAL (Name of Issuer) |
COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) |
552953101 (CUSIP Numbers) |
Kendall Handler IAC Inc., 555 West 18th Street New York, NY, 10011 (212) 314-7300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/01/2026 (Date of Event Which Requires Filing of This Statement) |
| CUSIP Number(s): | 552953101 |
| 1 |
Name of reporting person
IAC INC. |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☒ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
DELAWARE
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
66,822,350.00 8
Shared Voting Power:
0.00 9
Sole Dispositive Power:
66,822,350.00 10
Shared Dispositive Power:
0.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
66,822,350.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
26.1 % |
| 14 |
Type of Reporting Person (See Instructions)
CO |
| Item 1. | Security and Issuer |
| (a) |
Title of Class of Securities:
COMMON STOCK, PAR VALUE $0.01 PER SHARE |
| (b) |
Name of Issuer:
MGM RESORTS INTERNATIONAL |
| (c) |
Address of Issuer's Principal Executive Offices:
3600 LAS VEGAS BLVD S, LAS VEGAS,
NEVADA
, 89109. |
| Item 1 Comment: This statement constitutes Amendment No. 8 ("Amendment No. 8") to the Schedule 13D relating to the shares of common stock, $0.01 par value (the "Shares"), of MGM Resorts International (the "Issuer"), and hereby amends the Schedule 13D filed with the SEC on August 10, 2020 (as amended by Amendment No. 1, filed with the SEC on August 20, 2020, Amendment No. 2, filed with the SEC on January 11, 2021, Amendment No. 3, filed with the SEC on February 16, 2022, Amendment No. 4, filed with the SEC on August 11, 2022, Amendment No. 5, filed with the SEC on December 9, 2025, Amendment No. 6, filed with the SEC on March 25, 2026 and Amendment No. 7, filed with the SEC on April 3, 2026, together, the "Schedule 13D"). Except as set forth herein, the Schedule 13D as previously filed remains applicable. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. | |
| Item 4. | Purpose of Transaction |
The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On June 1, 2026, IAC submitted to the board of directors of the Issuer (the "Board") a letter setting forth a non-binding proposal to acquire all of the outstanding shares of Common Stock of the Issuer that are not owned by IAC for cash consideration of $48.30 per share of Common Stock (the "Proposal"). A copy of the Proposal is filed as Exhibit 99.1 to this Amendment No. 8, and the information set forth in the Proposal is incorporated by reference herein.
The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Common Stock from the New York Stock Exchange and other material changes in the Issuer's business or corporate structure.
The Reporting Persons and their representatives expect to discuss the Proposal and related matters with the Issuer, the Board (or any applicable committees thereof) and their respective representatives, as well as potential financing sources, shareholders of the Issuer and of IAC and other interested parties. The Reporting Persons do not intend to provide additional disclosures regarding the Proposal unless a definitive agreement has been reached unless disclosure is otherwise required under applicable U.S. securities laws.
No assurances can be given that a definitive agreement will be reached or that the transactions contemplated by the Proposal, or any transactions of a similar type, will be consummated. The Reporting Persons reserve the right to modify or withdraw the Proposal at any time. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended by replacing the first paragraph with the following: As of close of business on the date of Amendment No. 8, Reporting Person has beneficial ownership of approximately 66,822,350 Shares constituting approximately 26.1% of the Shares outstanding. |
| (b) | See Item 5(a). |
| (c) | Item 5(c) is hereby amended and supplemented by adding the following paragraph at the end of Item 5(c): There have been no transactions by the Reporting Person in the Shares during the past 60 days prior to Amendment No. 8. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:
The information contained in Item 4 of this Amendment No. 8 is incorporated by reference into this Item. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1: Letter, dated June 1, 2026, from IAC to the Issuer | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
IAC INC. |
| Signature: | /s/ Kendall Handler | |
| Name/Title: | Kendall Handler Executive Vice President & Chief Legal Officer | |
| Date: | 06/01/2026 |
Exhibit 99.1
People Incorporated
June 1, 2026
Board of Directors
c/o Paul Salem, Chairman of the Board
William Hornbuckle, Chief Executive Officer & President
MGM Resorts International
3600 Las Vegas Boulevard South,
Las Vegas, Nevada 89109
Dear Members of the Board of Directors:
People Incorporated (f/k/a IAC) began investing in MGM in 2020, based on our view that it represents a durable growth business not easily displaced by technology.
We believe that MGM’s assets and businesses are not currently realizing their full potential in the public markets and that it will be difficult to correct this situation in MGM’s current form as a public company. Accordingly, we would like to work with MGM to agree on a transaction in which our company and other investors provide MGM’s public shareholders with an attractive premium in cash for their interest in MGM, and MGM would become a private company. People Incorporated is accordingly submitting a non-binding proposal to acquire all of the outstanding shares of common stock of MGM not already owned by IAC, for 100% cash consideration of $48.30 per share. This proposal represents a premium of 24.1% to the volume-weighted average price of MGM common stock for the 30 trading days ending on May 29, 2026, a more than 30% premium to the volume-weighted average price for the 90 trading days ending on the same date, and a 10.6% premium to the most recent closing price.
People Incorporated will be a good steward for MGM’s assets, given our large stake in the business today and our deep familiarity with the business. MGM shareholders will receive attractive value for their shares, fully de-risking their investment at a compelling return.
Our proposal is subject to customary conditions, including the negotiation and execution of a mutually satisfactory binding agreement. Given our substantial knowledge of MGM, we expect that we can complete our confirmatory due diligence quickly, in parallel with negotiation of the definitive transaction agreements and finalizing required financing, and reach a prompt signing.
We can deliver a highly certain transaction. The transaction would not be subject to any financing condition, and we are confident in our ability to fund the purchase price while maintaining prudent leverage, based on existing cash on hand at People Incorporated and MGM and preliminary conversations with other potential equity investors and financing sources. The transaction would be subject to limited competition approvals and applicable gaming regulatory approvals, and we would work closely with MGM in obtaining those approvals.
We expect that People Incorporated would own just over a majority of the post-closing equity in MGM, and would have control over the business, with minority ownership by other investors (who may include some current MGM shareholders). We expect MGM’s current management team would continue to lead the business and would seek to discuss suitable terms with the relevant individuals at the appropriate point in the process.
We fully recognize that the MGM board will need to consider this transaction under the appropriate Delaware procedures, and of course I will recuse myself from any deliberations of the MGM Board regarding this transaction or any alternative. We wish to confirm to you that People Incorporated has no intention to sell our existing ownership stake in MGM, or to pursue or vote in favor of any merger or other similar extraordinary transaction that would result in a change in control to another party or dilute in any meaningful respect our economic and voting interest in MGM.
This letter is a non-binding expression of interest only, and People Incorporated reserves the right to withdraw or modify the proposal at any time, or to terminate discussions and negotiations at any time in our sole discretion. No legal obligation with respect to our proposal or any other matter will arise unless and until we have executed definitive transaction documentation with MGM. People Incorporated intends to promptly file an amended Schedule 13D reflecting the submission of this proposal.
We are prepared to work expeditiously to agree to a definitive transaction.
| Sincerely, | |
| Barry Diller |