On June 26, 2024, MGM China Holdings Limited issued $500 million in aggregate principal amount of 7.125% senior notes due 2031 under an indenture dated as of June 26, 2024 (the ?Indenture?), between the Issuer and Wilmington Savings Fund Society, FSB, as trustee (the ?Trustee?). The notes were sold in the United States only to accredited investors pursuant to an exemption from the Securities Act of 1933, as amended (the ?Securities Act?), and subsequently resold to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons in accordance with Regulation S under the Securities Act. The Issuer intends to use the approximately $493.1 million of net proceeds from the offering to repay amounts outstanding under its revolving credit facility.

The Issuer will pay interest on the notes on June 26 and December 26 of each year, beginning on December 26, 2024. Interest will accrue on the notes at a rate of 7.125% per annum and will be payable in cash. Prior to June 26, 2027, (i) the Issuer may redeem all or part of the notes at a redemption price equal to 100% of the principal amount of the notes plus an applicable make whole premium, plus, in each case, accrued and unpaid interest, and (ii) the Issuer may redeem up to 35% of the aggregate principal amount of the notes with the net cash proceeds from certain equity offerings.

On or after June 26, 2027, the Issuer may redeem the notes, in whole or in part, at a premium declining ratably to zero, plus accrued and unpaid interest to, but not including, the redemption date. In the event of a change of control triggering event or an investor put option triggering event (which relates to the status of the gaming operations of the Issuer?s subsidiaries in Macau (the ?Special Put Option?)), the Issuer will be required to offer to repurchase the notes at 101% or 100% of the principal amount, respectively, plus accrued and unpaid interest to, but not including, the repurchase date. The Special Put Option will cease to be of effect upon the earlier of the repayment of the notes and such time as the equivalent provision in each of the Issuer?s existing indentures ceases to be of effect.