MGM National Harbor Announces the Establishment of a New Investment Opportunity for the Maryland Community

Aspire Holdings, LLC Announces Rule 506(c) Offering for Economic Participation in MGM National Harbor 

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NATIONAL HARBOR, Md., (July 18, 2016) – MGM National Harbor, the $1.4 billion luxury resort on the Potomac River developed by MGM Resorts International (NYSE: MGM), announces the establishment of a new investment opportunity open to residents[1] of Prince George’s County, Maryland (the “County”) and to Minority Business Enterprises[2] located in the County and State of Maryland (the “Aspire Program”). The offering is being made by Aspire Holdings, LLC (“Aspire”), the newly formed entity that will own certain non-voting interests in MGM National Harbor, pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).  The property is scheduled to open in the fourth quarter of 2016, as the newest addition to the MGM Resorts International portfolio of world-renowned resort and entertainment destinations.
 
The Aspire Program will target up to $30 million of investments from County Residents and up to $10 million of investments from MBEs, with investors who meet both criteria counted toward both categories.  Eligible participants must also be accredited investors under the Securities Act.  Generally, individuals are considered accredited investors  if they have  a net worth greater than $1 million (excluding the value of the primary residence) or an individual income in excess of $200,000 (or joint spousal income exceeding $300,000) for the previous two years and expected for the current year.
 
“We are pleased that we are able to engage residents of Prince George’s County and MBEs in connection with the development process for MGM National Harbor. The Aspire Program is further evidence of our commitment to being a community partner and creates a unique opportunity for economic participation in the casino resort,” said Lorenzo D. Creighton, President and Chief Operating Officer, MGM National Harbor.
 
The following provides an overview of the Aspire Program:
  • The Aspire Program will be open to a maximum of 90 investors and the offer will remain open until September 2, 2016.
  • Each prospective investor will subscribe to a specific investment tier, ranging from $100,000 to $5,000,000, which will be allocated on a first come first serve basis.
  • Aspire will be entitled to receive preferred distributions from MGM National Harbor that are equal to 0.50% of MGM National Harbor’s annual net gaming revenue (to the extent the full $40 million of Aspire’s limited liability company units are issued (which percentage will be adjusted pro rata to the extent less than $40 million of units are issued)).
  • Distributions will be made only after the resort casino is open and operational.
 
The Aspire Program is a first-in-kind offering by a gaming company in the State, and is geared toward providing qualified, local investors economic participation in the historic MGM National Harbor project. In addition to the Aspire Program, MGM National Harbor engages County Residents and MBEs through its workforce and supplier diversity efforts. The company is responsible for creating approximately 2,000 construction workforce jobs during development and expects to create an additional 3,600 operations workforce jobs once open. As of the first quarter of 2016, MBE participation on the project was at 34 percent, according to the Community Benefits Agreement Quarterly Report.
 
MGM National Harbor is subject to the Maryland State Lottery Video Lottery Terminal Law (the “Maryland VLT Law”) and other laws and regulations applicable to gaming companies operating in the state of Maryland.  These laws impose detailed substantive and procedural requirements related to ongoing operations, including provisions allowing for background investigations and the ability of the Maryland Lottery and Gaming Control Agency to require any person holding an interest in MGM National Harbor to be licensed or found qualified. As a result of these regulations, prospective investors will be required to undergo a background check by MGM National Harbor or its parent company, and the Maryland Lottery and Gaming Control Agency has the right to review any and all information collected during the course of the background checks.
 
Aspire has engaged the services of EarlyIQ to determine the eligibility of prospective investors to invest in the Aspire Program.  Prospective investors interested in investing in Aspire should visit www.earlyiq.com/partner/mgm/nationalharbor to learn more about the offering and whether they are eligible to participate.  Prior to subscribing to the offering, eligible prospective investors will be required to demonstrate that they are accredited investors in accordance with the procedures outlined by the Securities and Exchange Commission (the “SEC”) and that they meet certain other criteria established by Aspire. 
 
Aspire will be formed solely to hold non-voting interests in MGM National Harbor. As a result, Aspire will be entitled to receive preferred distributions from MGM National Harbor that are equal to 0.50% of MGM National Harbor’s annual net gaming revenue (to the extent the full $40 million of Aspire’s limited liability company units are issued (which percentage will be adjusted pro rata to the extent less than $40 million of units are issued)) as further described in the offering material available at www.earlyiq.com/partner/mgm/nationalharbor. Investing in the securities of Aspire involves significant risks and uncertainties and investors are advised to carefully review the offering materials provided at www.earlyiq.com/partner/mgm/nationalharbor. Neither the non-voting interests in MGM National Harbor nor the membership interests in Aspire have been or will be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction. The SEC has not passed upon the merits of or given its approval to the securities, the terms of the offering or the accuracy and completeness of any of the offering materials. The membership interests in Aspire are being offered only to investors able to evaluate the merits and risks, including illiquidity, of an investment in the membership interests. In addition, the membership interests will be subject to legal restrictions on transfer and resale and investors should not assume they will be able to resell their securities. This advertisement does not constitute an offer to sell nor a solicitation to purchase in any jurisdiction in which such an offer or solicitation is not authorized and does not constitute an offer within any jurisdiction to any person to whom such an offer would be unlawful.
 
About MGM National Harbor 
The newest addition to the MGM Resorts International (NYSE:MGM) portfolio, MGM National Harbor has an unrivaled setting offering stunning panoramic views of the eastern shore of the Potomac River in Maryland. The $1.4 billion LEED® Gold Certified resort, which opened December 8, 2016, sits a short distance from Washington, D.C. to the north and historic sites, including George Washington's Mount Vernon estate across the river in Virginia. The 24-story, 308-room resort features premier amenities and experiences for locals as well as visitors from around the world including a dynamic casino with over 125,000 square feet of space that includes slots, table games and poker; a world-class spa and salon; an entertainment theater with flexible seating for up to 3,000; high-end branded retail; 50,000 square feet of meeting space; and restaurants from renowned local, national and international chefs. For more information and reservations, visit mgmnationalharbor.com.

About MGM Resorts International
MGM Resorts International (NYSE: MGM) is one of the world's leading global hospitality companies, operating a portfolio of destination resort brands including Bellagio, MGM Grand, Mandalay Bay and The Mirage. The Company is in the process of developing MGM National Harbor in Maryland and MGM Springfield in Massachusetts. MGM Resorts controls, and holds a 73 percent economic interest in the operating partnership of MGM Growth Properties LLC (NYSE: MGP), a premier triple-net lease real estate investment trust engaged in the acquisition, ownership and leasing of large-scale destination entertainment and leisure resorts. The Company also owns 51 percent of MGM China Holdings Limited (HK: 2282), which owns the MGM Macau resort and casino and is developing a gaming resort in Cotai, and 50 percent of CityCenter in Las Vegas, which features ARIA Resort & Casino. MGM Resorts is named among FORTUNE® Magazine's 2016 list of World's Most Admired Companies®. For more information about MGM Resorts International, visit the Company's website at www.mgmresorts.com.
 
Statements in this release that are not historical facts are forward-looking statements. MGM National Harbor has based forward-looking statements on management’s current expectations and assumptions and not on historical facts. Examples of these statements include, but are not limited to, statements regarding the development of MGM National Harbor. These forward-looking statements involve a number of risks and uncertainties. Among the important factors that could cause actual results to differ materially from those indicated in such forward-looking statements include effects of economic conditions and market conditions in the markets in which MGM National Harbor operates and competition with other destination travel locations throughout the United States and the world, the design, timing and costs of expansion projects, risks relating to international operations, permits,  licenses, financings, approvals and other contingencies in connection with growth in new or existing jurisdictions and additional risks and uncertainties described in MGM Resorts International’s Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports) and in the private placement memorandum related to this offering available at https://www.earlyiq.com/partner/mgm/nationalharbor. In providing forward-looking statements, MGM National Harbor is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise, except as required by law. 
 
Media Contacts:

Suzette Meade / Dasha Ross Smith
(301) 971-6111
mediarelations@mgmnationalharbor.com
 
 
Alicia Malone
(202) 414-6177
alicia.malone@rr-resourcesplus.com
 
[1] Residents of Prince George’s County as defined under section 10A-101(a)(14.2) of the Prince George’s County Code of Ordinances (“County Residents”).
[2] Minority Business Enterprises (“MBE”) as defined under Title 14, Subtitle 3 of the Maryland State Finance and Procurement Article (the “Article”).

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