April 2015
OVERVIEW MGM has delivered above industry average returns and is well positioned for continued growth MGM has a history of value-generating strategic initiatives and delivering on commitments to drive strong performance The MGM Board has the right balance of independence, experience and necessary skills to oversee ongoing execution of the Company’s strategy and continue to drive sustainable value The Directors targeted all bring vital and unique skills that greatly contribute to the oversight of our complex and diverse global operations The proposed Board changes reflect a lack of understanding of the importance of diversity that has strengthened the Company and added value for shareholders Land & Buildings’ nominees are tied to a proposal that has a narrow, short-term focus and makes numerous financial, structural and tax assumptions that appear unsupported or are factually incorrect, which calls into question their credibility Evercore has been added as an independent advisor to MGM’s team of existing advisors MGM has and will continue to actively evaluate strategic options for the Company that drive value for shareholders Protect your Investment in MGM – vote for the nominees who have been and will continue to serve your interests 2
I. HISTORICAL PERFORMANCE
TRACK RECORD OF DRIVING STRONG PERFORMANCE AND DELIVERING SUPERIOR VALUE • MGM outperformed gaming peers and the Dow Jones US Gaming Index on a one and three year basis Total Shareholder Returns Company 1 Year 3 Year 5 Year DJ U.S. Gaming Index (18.8%) 54.1% 148.0% Gaming Peers Median Returns (1) (17.7%) 59.5% 147.8% MGM Resorts International (9.1%) 105.0% 134.4% Note: Total Shareholder Returns for the trailing period ended December 31 (1) Gaming Peers include: LVS, WYNN, BYD, PENN (inclusive of GLPI), CZR and PNK 4
STRONG OPERATING PERFORMANCE • Strong operating performance in net revenues and Adjusted Property EBITDA Historical Net Revenue & Adjusted Property EBITDA (Consolidated) $10,082 $9,810 $2,469 $9,161 $2,351 24.5% 24.0% $1,998 21.8% 2012 2013 2014 2012 2013 2014 Net Revenue ($ millions) Adjusted Property EBITDA ($ millions) Adjusted Property EBITDA Margin Source: Company filings 5
TRACK RECORD OF DRIVING STRONG PERFORMANCE IN THE U.S. • Last year, MGM’s U.S. operations produced the highest level of Adjusted Property EBITDA in six years and wholly owned domestic resorts achieved double digit Adjusted Property EBITDA growth over the last five years U.S. (Wholly Owned) Historical Net Revenue & Adjusted Property EBITDA U.S. (WHOLLY OWNED) CAGR 1 Year 3 Year 5 Year $6,342 Net Revenue 4.8% 2.5% 1.5% Adjusted Property EBITDA 5.2% 5.4% 2.5% $1,518 $6,053 $1,443 $5,933 $1,325 $5,893 23.8% 23.9% $1,298 $1,165 $5,634 22.3% U.S. (WHOLLY OWNED) Total Growth 22.0% 1 Year 3 Year 5 Year 20.7% Net Revenue 4.8% 7.6% 7.9% Adjusted Property EBITDA 5.2% 17.0% 13.0% 2010 2011 2012 2013 2014 2010 2011 2012 2013 2014 Net Revenue ($ millions) Adjusted Property EBITDA ($ millions) Adjusted Property EBITDA Margin Source: Company filings 6
MGM CHINA CONSISTENTLY DELIVERS SUPERIOR VALUE MGM China achieved record Adjusted EBITDA in 2014 and has grown Adjusted EBITDA at a CAGR of over 40% in the last five years MGM China has paid $2.2 billion in dividends since its IPO in 2011 of which MGM Resorts has received over $1 billion, representing its 51% share MGM China Historical Net Revenue & Adjusted EBITDA MGM China CAGR 1 Year 3 Year 5 Year $3,317 $850 Net Revenue (1.0%) 8.0% 27.4% $3,283 $814 Adjusted EBITDA 4.5% 10.5% 41.6% $2,808 $679 $2,606 $630 MGM China Total Growth 25.9% 1 Year 3 Year 5 Year 24.5% $1,571 $358 24.2% 24.2% Net Revenue (1.0%) 26.0% 235.3% Adjusted EBITDA 4.5% 35.1% 469.1% 22.8% 2010 2011 2012 2013 2014 2010 2011 2012 2013 2014 Adjusted EBITDA ($ millions) Net Revenue ($ millions) Adjusted EBITDA Margin Source: Company filings 7
IMPROVED BALANCE SHEET Significantly de-levered balance sheet since the financial crisis Corporate credit ratings were upgraded three levels by Moody’s and S&P to B2/B+ Cost of long-term bond issuances decreased from 11.9% in 2009 to 6% in 2014 Maintained financial flexibility to invest in strategic growth initiatives Executing further opportunities to de-leverage the balance sheet: ▫ Regular dividend policy at MGM China and CityCenter ▫ $1.45 billion convert matured April 15, 2015 ▫ Continued free cash flow growth Source: Company filings 8
STRONG PORTFOLIO OF ASSETS WITH DIVERSE GEOGRAPHIC REVENUE MIX Leading gaming, entertainment and hospitality company with globally recognized brands Strong geographic diversity with a continued focus on expansion in key markets Net Revenue Contribution by Region (1) 12% Las Vegas 54% 34% Macau U.S. Regional Geographic diversification strategy has benefitted MGM through various market cycles Source: Company filings (1) For the 12-month period December 31, 2014; Excludes management & other revenues 9
LAS VEGAS GROWTH: INVESTING IN THE FUTURE Las Vegas continues its record rate of expansion as Las Vegas Trends evidenced by McCarran passengers at highest levels 41 40 40 39 since 2008, driven by increased air capacity: 37 ▫ Record visits of 41 million in 2014, up 4% y-o-y ▫ Occupancy highest since 2008 while room inventory remains flat 149 150 150 151 151 ▫ ADR +5% y-o-y representing five consecutive years of 2010 2011 2012 2013 2014 growth Room Inventory (000's) Visitor Volume (millions) Investing in the future of MGM in Las Vegas with: $117 $111 $108 $105 ▫ Mandalay Bay - room remodel and 350,000 square $95 feet of convention space expansion 89.1% 87.1% 87.4% 86.9% 83.5% ▫ AEG/MGM Arena – 20,000 seat world-class arena opening Spring 2016 ▫ Park & entertainment district adjoining Monte Carlo 2010 2011 2012 2013 2014 ADR Occupancy and New York-New York and leading up to the arena Source: Las Vegas Convention and Visitors Authority 10
MGM CHINA 2014 Gross Gaming Revenue (1) ($ in billions) As a leading global gaming operator, our presence in $44.0 the world’s largest gaming market is an integral $6.4 component of our strategy Las Vegas Strip Macau Macau operations facilitate our global marketing Macau gaming market is nearly 7x the size of Las Vegas initiatives which are critical to the performance of our Las Vegas Strip Gross Gaming Revenue Mix domestic properties, as evidenced by significant 2006 2014 growth in Las Vegas Baccarat play Baccarat Moreover, our success in Macau and ongoing 12% Baccarat commitment to the market provide an important 23% Slots Slots 46% 51% competitive advantage as we pursue other global Non Baccarat Non Baccarat development opportunities table table 37% 31% Baccarat has grown from 12% to 23% of Las Vegas Strip gross gaming revenue from 2006 to 2014 Source: DICJ and Nevada Gaming Control Board (1) Macau market GGR assumed to be converted based on a 7.75 HKD to 1.00 USD exchange ratio 11
MGM CHINA MGM China has been a significant contributor to MGM Resorts consolidated financial results and is poised for future growth ▫ In 2014, MGM China represented 34% of Adjusted EBITDA on a consolidated basis and 21% of Adjusted EBITDA on a pro rata basis ▫ Cotai development positions MGM for substantial future growth The addition of 1,500 rooms will quadruple MGM China’s room count in Macau $850 $814 $679 $630 $358 2010 2011 2012 2013 2014 Adjusted EBITDA Margin 23% 24% 24% 25% 26% MGM has received more than $1bn in dividends from MGM China since 2011 which has supported deleveraging Note: $ in millions. 12
THE LONG TERM MACAU STORY Mainland China penetration remains low Macau Mass market represents 0.2% of China GDP, which is half of U.S. Mass % of GDP (1) ▫ China’s urban population’s visits to Macau annually ~2% vs ~10% U.S. visitors to Las Vegas (1) ▫ Infrastructure projects ▫ Hong Kong-Zhuhai-Macau Bridge ▫ China high-speed rail network build out ▫ Light rail system within Macau Potential travel policy reform in Mainland China Extended border gate hours and increased room supply favorable to demand and length of visitation Development of Hengqin Source: DSEC (1) Morgan Stanley 13
PURSUING OPPORTUNITIES IN NEW GEOGRAPHIES MGM Cotai (opening Fall 2016) MGM National Harbor (opening second half 2016) MGM Springfield (opening second half 2017) Actively pursuing Japan and South Korea markets 14
HISTORY OF VALUE GENERATING STRATEGIC INITIATIVES AND DISCIPLINED USE OF CAPITAL Board thoughtfully allocated capital by strategically enhancing existing properties, including: ▫ New rooms at Bellagio and the MGM Grand ▫ Delano at Mandalay Bay ▫ New restaurants at The Mirage and Aria THE ARENA ▫ New entertainment venue at Mandalay Bay ▫ New streetscape at New York-New York and Monte Carlo, among many others Board also supported trend setting capital-light strategies such as partnerships that have led to the development of: ▫ Hakkasan at MGM Grand ▫ Rock in Rio festival grounds ▫ Las Vegas Arena with AEG, is set to debut in Spring 2016 15
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