MGM CEO Says Talks With Largest Shareholder Are Over: 'We Are Done'
MGM's CFO also said the company skipped third-quarter buybacks, has about $1.4 billion of authorization left and could raise leverage.
MGM Resorts CEO Bill Hornbuckle opened the company's third-quarter earnings call on Wednesday by saying discussions with its largest shareholder, People Inc., are finished after People withdrew its offer. MGM also amended its voting agreement with People, which bars People from buying more shares once it reaches 29.9%.
Price agreed, syndicate missing
MGM, the casino resort and online gaming operator, received People's offer in June, Hornbuckle said. People and MGM's special committee reached terms on price, but People could not put together a syndicate that met its objective and pulled the offer.
The amended voting agreement, announced earlier Wednesday, also confirms that People will vote with the board in connection with a change-of-control transaction, Hornbuckle said. He said it aligns the largest shareholder with MGM's long-term strategic plan.
Pressed by a Stifel analyst on whether MGM had considered turning the tables on People, Hornbuckle said: "we are done and I meant that." He called that both MGM's position and People's, and described the earlier back-and-forth as an "you buy us, we'll buy you" dialogue aimed at unlocking the value of People's roughly 25% of MGM shares.
Buyback pause ends, leverage may rise
CFO Jonathan Halkyard told analysts MGM chose not to repurchase shares in the third quarter "because of just the circumstances surrounding the company." Those circumstances, he said, are now concluded.
About $1.4 billion of repurchase authority remains. Halkyard said MGM's leverage and capital structure would let it take leverage up a little to exploit what he called an "incredible dislocation" between value and underlying cash flows.
He put MGM's value at roughly $4.1 billion, counting its MGM China stake at market value and a consensus value for the BetMGM North America venture. That, he said, is less than three times trailing 12-month domestic adjusted EBITDA and assigns zero value to MGM Digital and MGM Osaka.
Competing claims on capital
Halkyard said buybacks will be affected somewhat by roughly $1 billion a year of equity funding for the MGM Osaka project in Japan in 2027 and 2028, to be paid from cash on hand and free cash flow. Japan and share repurchases, he said, are the two most important uses of capital.
On the operating side, Hornbuckle said Las Vegas casino revenue rose 8% in the third quarter on a record slot win, but room rates fell as airfares to the city rose about 45% from last summer. Halkyard said October looks "a lot more like July" on room rates, which were flat to slightly down.
Market value stood at $7.0 billion in Wednesday's report.
Halkyard said MGM's Las Vegas and regional operations reliably generate more than $1.5 billion in EBITDA, which he framed as coming for free at the current valuation.
Sources
- MGM Resorts Amends Voting Agreement After People Inc Withdraws Takeover Proposal — Reuters
- MGM Resorts Nears 52-Week Low After Q3 Loss, Revenue Miss — benzinga.com
- MGM: Q3 Earnings Snapshot | 9news.com — Associated Press
- Las Vegas casinos see tepid gaming win growth in September (MGM:NYSE) | Seeking Alpha — seekingalpha.com
- MGM Resorts, People Inc. to vote with MGM board on change of control (MGM:NYSE) | Seeking Alpha — seekingalpha.com
