Mgm Resorts International · NYSE:MGM
Mgm Resorts International — Proxy Contest (April 2015)
33 slides from Mgm Resorts International's proxy contest presentation, Apr 20, 2015
Slide 1: Schedule 14A
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy
Slide 2: Investor Presentation April 2015
Investor April 2015 Presentation
Slide 3: Overview
M MGM OVERVIEW The Land structural Evercore MGM Protect MGM Directors proposed &has your Buildings’ has and aBoard and history Investment been delivered tax Board targeted willassumptions has added nominees continue ofchanges the value?generating all above inas right bring MGM an toare reflect indus
Slide 4: I. Historical Performance
I. HISTORICAL PERFORMANCE
Slide 5: Track Record of Delivering Superior Value
TRACK PERFORMANCE Total Company DJ Gaming MGM Note: 4(1) U.S. Gaming Shareholder Total outperformed Resorts Gaming Peers RECORD 1 Shareholder Year Peers Median International(9.1%) Index(18.8%) 3include: Returns AND Year OF gaming Returns DRIVING 5Returns DELIVERING Year LVS, peers (1)(17.7%) 54.1% W
Slide 6: Strong Historical Operating Performance
STRONG Strong Historical $9,810 $9,161 ,2Net $2,469 2012 21.8% $1,998 24.0% Adjusted 5Source: 4.5% Revenue 2013 operating $10,082 Company Property Net OPERATING 2014 ($Revenue millions) performance filings EBITDA&PERFORMANCE Adjusted ($in millions) netProperty revenues Adjusted EBITDA and Property A
Slide 7: Record Year Driving Strong Performance: Wholly Owned U.S. Operations
TRACK PERFORMANCE Last wholly $6,053 $1,518 $6,342 $5,893 $5,933 $5,634 $1,165 23.8% 2010 20.7% 22.0% 1U.S. Net Adjusted 6Source: Year Revenue year, (Wholly (WHOLLY 2011 322.3% $1,443 $1,298 owned Company Year RECORD Property MGM’s 2012 ($ 4.8% Owned) 5domestic $1,325 Year millions) 2013 OWNED) fili
Slide 8: MGM China Consistently Delivers Superior Value
VALUE $3,317 $2,606 $2,808 $814 $1,571 25. $630 $358 2010 22.8% 1MGM Net Adjusted 7Source: Year Revenue Revenue(1.0%) 24.2% 2011 CHINA China 324.5% $3,283 $679 Company Year EBITDA 2012 24.2% Total achieved has Historical CAGR ($ 5$850 CONSISTENTLY Year millions) 2013 paid filings Growth Margin 4.5%
Slide 9: Significantly Improved Corporate Balance Sheet
IMPROVED Significantly Corporate ?Maintained 8Source: Regular $1.45 Continued billion Company dividend credit financial free de?levered BALANCE convert ratings cash filings policy flexibility flow matured were balance SHEET atgrowth MGM upgraded to April sheet invest China 15, since three in 2015 an
Slide 10: Strong Geographic Diversification
STRONG GEOGRAPHIC Leading Net Las 12% 34% Geographic Regional U.S. Macau Source: 9(1) For Vegas Revenue 54%the Company gaming, PORTFOLIO 12?month diversification Contribution REVENUE entertainment filings period OFby strategy ASSETS December MIX Region(1) and has hospitality WITH benefitted 31, 2014
Slide 11: Las Vegas: Investing in the Future
LAS ?Investing Las 39 149 37 Room $108 $117 87.4% $95 $105 2010 83.5% 86.9% ADR Source: 10ADR AEG/MGM Record Occupancy Mandalay Park 40 Vegas 150 VEGAS $111 2011 Occupancy 40 Inventory & 87.1% +5% Las 150 41 entertainment visits inTrends continues 2012 Bay Vegas the y?o?y 151 highest 89.1% Arena GRO
Slide 12: China: Leading Global Gaming Operator in Macau
MGM As Moreover, 2014 ($ $6.4 $44.0 Macau Las 2006 Slots 23% 12% 51% Non table 37% Baccarat 31% gross Source: (1) 11 inaMacau Vegas Baccarat leading 46% table billions) Non Gross 2014 Slots gaming CHINA operations gaming DICJ has Baccarat Strip market our Gaming global grown revenue and success mark
Slide 13: Cotai Development and MGM China Growth
? Cotai ??The $814 $630 2010 $358 Adjusted MGM Note: 12In 2014, $850 $679 2011 $addition CHINA China has development inEBITDA millions. MGM received 2012 has of2013 been China 1,500 Margin more positions 2014 a represented rooms significant than 23%$1bn MGM will 24% contributor quadruple in 34% 24%
Slide 14: Mainland Infrastructure and Long-Term Macau Story
THE Mainland ?Infrastructure Potential Extended Source: (1) 13Macau China’s Hong China Light Morgan LONG rail Kong?Zhuhai?Macau DSEC high?speed Mass travel urban border China system Stanley TERM projects market policy population’s penetration gate within rail MACAU hours represents reform network Ma
Slide 15: Pursuing Opportunities in New Geographies
PURSUING MGM 14 Cotai (opening National OPPORTUNITIES HarborFall (opening 2016) IN second NEWhalf GEOGRAPHIES 2016) MGM Springfield (opening second half 2017) Actively pursuing Japan and South Korea markets
Slide 16: History of Value Generating Strategic Initiatives and Disciplined Use of Capital
HISTORY New ?Board 15 Delano New Hakkasan Rock Las streetscape Vegas thoughtfully also rooms restaurants inatRio OF supported Mandalay at Arena at festival MGM VALUE Bellagio atatwith New allocated The Grand trend grounds Bay GENERATING AEG, York?New Mirage and setting capital the is set and MGM cap
Slide 17: MGM Hospitality
MGM Diaoyutai Best Opened Topped Signed In 16 2014, year HOSPITALITY an off the created ever MGM, agreement the Diaoyutai at Bellagio MGM MGM the to Company’s Boutique Hakkasan build Grand Shanghai aSanya Bellagio Chengdu hospitality with the in Hakkasan Beijing affiliate in Group, China, forming co
Slide 18: II. Land & Buildings' Proposal Is Seriously Flawed
II. LAND & BUILDINGS’ PROPOSAL IS SERIOUSLY FLAWED
Slide 19: Land & Buildings' Proposal Is Seriously Flawed
LAND Land FLAWED unsupported Major Unsubstantiated Inconsistent Significant Unaddressed REIT A gaming Board 18narrow, & conversion, challenging has & company Buildings’ BUILDINGS’ short aleveraging great and or andfactually term cash overlapping oversimplified to deal asset assumptions proposal maxi
Slide 20: Wall Street Skeptical of Land & Buildings Proposal
WALL “MGM PROPOSAL regional low estimates, MGM the Factors: and LV “Our been consumer stable –We 19UBS Union numerous potential also “base” probability. the concern income to STREET Doesn’t find Difference Gaming properties underlying sell spending we case Japan itassets believe with .streams. unlik
Slide 21: III. Strong Corporate Governance
III. STRONG CORPORATE GOVERNANCE
Slide 22: MGM's Strong, Diverse Board Will Continue to Deliver Sustainable Value
MGM’S WILL Strong, businesses, interests the sustainable Gaming/ C-Suite/ Director Leadership Lodging Robert Anthony Board Source: 21 Company’s change CONTINUE Baldwin independent Company Resort/ of Real Directorship CURRENT Public Mandekic all Estate profit areGovernment/ at shareholders highly lon
Slide 23: Replacing Four Directors Would Undermine Board's Diversity and Effectiveness
REPLACING BOARD’S of diverse The Company Land incorrect, 22 theproposed MGM Directors &Company’s global Buildings’ which and Board DIVERSITY Board targeted added FOUR operations calls has strategy nominees changes value DIRECTORS into the allAND right bring question and forare reflect shareholders b
Slide 24: Effective New Board: Principal Perspectives and Balance of Strong Leadership
EFFECTIVE NEW Principal Robert Chief Incorporated, LLC, managing Mirage Officer Executive entities William Director Leadership President Company’s the Finance overseeing and Industry Study Government trusts. various Diverse 23 Nevada Chief the Design PERSPECTIVES Commission H. of Resorts, involved p
Slide 25: Effective New Board: Principal Perspectives (cont'd)
EFFECTIVE NEW Principal Mary Served gaming management consultant Finance among William statements Director Director, investment executive World joining development Ltd. use March Board The Unlisted and Public digital 24 real Nominating Related from Chris PERSPECTIVES member in media company 2008. ot
Slide 26: Effective New Board: Principal Perspectives (cont'd)
EFFECTIVE NEW Alexis experience—Chief the Compensation Personnel experience—member Cola Chair Labor organization. public Roland Director Director, experience—former estate, network; of & experience—audit Bancorp resort Committee. member 2013. 2012. March 2008. Public companies 25 Governance Director
Slide 27: Effective New Board: Principal Perspectives (cont'd)
EFFECTIVE NEW Anthony Chief experience—over .Secretary President, from company Rose Director Managing Leadership energy for Finance experience—finance Savings services member board aexperience—former Corporation Government Nevada Industry. that 26 ,former more provides 1991 McKinney Executive PERSPE
Slide 28: Effective New Board: Principal Perspectives (cont'd)
EFFECTIVE NEW James Chairman Leadership 1999 with 2007. 2012. Company, of Deutsche Bank. Industry gaming Public gas Gregory Director Joined experience—former Ingram Officer experience—serves advisor and company 2008. director Strategy California, 27 Research company President member the to Chairman
Slide 29: Board Governance That Enhances Shareholder Rights
EFFECTIVE NEW Daniel Director Employed Light ,former April from company production practice tax Chairman accounting director Nominating Andersen Public gas 28. . manager company; June 2005 Efficient PERSPECTIVES company J. President from atsince Taylor of & of 1998 Arthur as and to firm MGM and Co.
Slide 30: IV. Right Board, Right Strategy
BOARD GOVERNANCE Received Significantly Eight Shareholder Say Regularly 29 onofpay our HIGHLY favorable evaluates consistently ability 11 overhauled directors THAT FOCUSED to ISS corporate call governance supported ENHANCES are Board special independent governance ON to meetings bring by GOOD and sh
Slide 31: MGM Has the Right Board to Continue Generating Substantial Value
IV. RIGHT IGHT BOARD, RIGHT STRATEGY
Slide 32: Cautionary Statements
MGM GENERATING Last The investment Further Existing 31 Board five HAS room Board years and inTHE for existing the management has SUBSTANTIAL balance RIGHT Board performed resorts sheet has BOARD have driven and improvement VALUE positioned will TO significant CONTINUE continue FORthegrowth ITS to Co
Slide 33: Cautionary Statements and Additional Information
Cautionary Reform statements pursue other required Important for record THERETO) copy http://mgmresorts.investorroom.com/ Participants to Annual 2015 Use Company’s disregarding 32 those be its ofof Annual considered destination contingencies 2015 entitled Non in Meeting, Act the reports). by the Add
MGM Resorts International — Proxy Contest (April 2015) on 6ix