SC 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
MGM Resorts International
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
552953101
(CUSIP Number)
Paulson & Co. Inc.
1251 Avenue of the Americas
New York, New York 10020
(212) 956-2221
December 31, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
þ Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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NAMES OF REPORTING PERSONS
Paulson & Co. Inc. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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State of Delaware |
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SOLE VOTING POWER |
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| NUMBER OF |
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43,800,000 (see Note 1 to Item 4 below) |
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| SHARES |
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SHARED VOTING POWER |
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| OWNED BY |
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None |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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43,800,000 (see Note 1 to Item 4 below) |
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| WITH: |
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SHARED DISPOSITIVE POWER |
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None |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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43,800,000 (see Note 1 to Item 4 below) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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8.97% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IA |
MGM Resorts International
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| Item 1(B) |
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Address of Issuer |
3600 Las Vegas Boulevard South
Las Vegas, NV 89109
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Name of Person Filing |
Paulson & Co. Inc.
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Address of Principal Business Office |
1251 Avenue of the Americas, New York, NY 10020
Delaware corporation
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| Item 2(D) |
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Title of Class of Securities |
Common Stock
552953101
Item 3
This statement is filed pursuant to Rule 13d-1(b). The person filing it has not acquired the
securities with any purpose, or with the effect of, changing or influencing the control of the
issuer, or in connection with or as a participant in any transaction having that purpose or effect,
including any transaction subject to Rule 13d-3(b); is not a person reporting pursuant to paragraph
Rule 13d-1(b)(1); and is not directly or indirectly the beneficial owner of 20% or more of the
class of securities indicated above.
Item 4(a) Amount beneficially owned 43,800,000 (see Note 1)
Item 4(b) Percent of class: 8.97%
Item 4(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 43,800,000 (see Note 1)
(ii) Shared power to vote or direct the vote: None
(iii) Sole power to dispose or direct disposition of 43,800,000 (see Note 1)
(iv) Shared power to dispose or direct disposition of: None
Note 1: Paulson & Co. Inc. (“Paulson”), an investment advisor that is registered under the
Investment Advisors Act of 1940, furnishes investment advice to and manages onshore and offshore
investment funds and to separate managed accounts (such investment funds and accounts, the
“Funds”). In its role as investment advisor, or manager, Paulson possesses voting and/or
investment power over the securities of the Issuer described in this schedule that are owned by the
Funds. All securities reported in this schedule are owned by the Funds. Paulson disclaims
beneficial ownership of such securities.
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Ownership of 5% or Less of a Class |
[do not check box]
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Ownership of More than 5% on Behalf of Another Person |
All securities reported in this schedule are owned by Paulson’s advisory clients, none of which to
Paulson’s knowledge owns more than 5% of the class. Paulson itself disclaims beneficial ownership
of all such securities.
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Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person |
Not applicable
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| Item 8 |
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Identification and Classification of Members of the Group |
Not applicable
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| Item 9 |
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Notice of Dissolution of Group |
Not applicable
By signing below I certify that, to the best of my knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
Date: Tuesday, February 14, 2011
Signature:
/s/ Stuart L. Merzer
Stuart L. Merzer
General Counsel & Chief Compliance Officer, Paulson & Co. Inc.