An amended voting agreement between MGM Resorts International and Barry Diller’s People Inc. could make it easier for the casino operator to pursue a future sale, while placing its Macau business, MGM China, in focus in any potential change-of-control transaction.
“Event Risk” Warning
CreditSights recently warned that MGM China, which expanded its reach outside Macau by purchasing a hotel management business focused on the mainland from its parent group in July, could face “event risk” if its Las Vegas-based parent changes ownership.
However, the research firm said the takeover overhang has become less acute following changes to the agreement between MGM Resorts and People Inc., which controls approximately 26% of MGM shares.
MGM Resorts owns 56% of MGM China, the operator of MGM Cotai and MGM Macau. The Macau business could therefore become an important consideration for any company looking to acquire the US gaming group.
CreditSights also emphasized that MGM China’s recent operating performance could represent a potential magnet for potential buyers.
The company reported stronger market share in the third quarter of 2026, while its leverage metrics remained well below pre-pandemic levels.
“We would also not rule out MGM China’s continued strong operational performance (decent 3Q26 results with a stronger market share and leverage metrics remaining well below pre-pandemic levels) as a positive draw for potential buyers of MGM,” the research firm said.
MGM Resorts has previously said it is not holding discussions with Diller’s media consortium about a transaction. The company has also not announced talks with any other potential acquirer.
Revised Agreement Changes Diller’s Position
A main point of focus of the amended agreement revolves around the way People Inc. will vote its MGM shares in a potential change-of-control transaction.
According to the new terms, the media company would pledge its shares in accordance with the MGM board’s recommendation.
This signals a shift from Diller’s earlier position. After disclosing an $18 billion takeover proposal for MGM Resorts, he had indicated that he would oppose competing offers from third parties.
The new arrangement removes that obstacle and could give MGM’s board greater flexibility if another buyer makes an approach.
CreditSights highlighted comments from MGM’s chairman accompanying the announcement, describing the agreement as creating “a clear path to maximize value through share repurchases and a change of control (CoC) transaction, if applicable.”
The research firm interpreted this as an indication that MGM Resorts is leaving the door open to a future acquisition, especially if its share price remains under pressure.
MGM China Could Be Part of a Future Deal
A change in ownership at MGM Resorts would also raise questions about the future of its Macau operations.
Soon after Diller’s takeover proposal became public, unconfirmed reports suggested he was considering selling MGM Resorts’ stake in MGM China, along with its interest in MGM Osaka.
For MGM China, a potential change of ownership could bring uncertainty, but it could also create an opportunity for a new owner or provide greater clarity about the business’s longer-term direction.