After the market closed on September 23, People Incorporated withdrew its offer to buy the shares of MGM Resorts it does not already own for $48.30 each in cash. MGM opened the next morning at $33.87, down 10.5 percent, and closed at $33.69, down 11.0 percent. Barry Diller, People's chairman, gave his reason in one sentence: "We didn't feel the mix was coming together in the way we had hoped and have decided not to pursue taking the company private at this time."
The stock had reached that verdict first. On June 1, the day Diller made the offer, MGM closed at $50.69, above the price he was offering. On September 23 it closed at $37.85, 21.6 percent below it. In between, June, July and August each ended lower than they began. The market opened the summer expecting a higher bid and ended it betting against any deal.
The Tape
The proposal priced MGM at a 10.6 percent premium to its May 29 close of $43.67 and a 24.1 percent premium to the 30-day volume-weighted average. Part of the run-up had come from analysts: MGM gained 9.1 percent on May 27, the day JPMorgan and Truist both upgraded it on a Las Vegas Strip recovery. On June 1 it touched $51.59 and traded 27.7 million shares, four times the prior session's volume.
The last close above the offer came on June 29, at $49.69. On July 10, after the close, The Wall Street Journal reported that MGM had formed a special committee to weigh the bid, that JPMorgan was advising Diller and working to line up financing, and that MGM believed the offer undervalued the company. MGM opened the next session at $48.14 and closed at $47.24. It never traded at the offer price again. It ended July at $44.57 and August at $41.36, and first closed below $40 on September 11.
One rough way to read the gap is to treat the price after the withdrawal, $33.69 at the September 24 close, as the value of MGM without a deal. On September 23 the stock sat $4.16 above that level and $10.45 below the offer. That puts the market's odds of a completed deal near 28 percent the night before Diller walked. The estimate is crude, because the no-deal price also moves with Las Vegas and with rates. The direction had been plain for weeks.
The Stake
Diller's company, then called IAC, began buying MGM in 2020. Its first filing in August 2020 reported 59,033,902 shares bought for about $1.02 billion, an average of $17.25, or 12.0 percent of the company. Since then it has added 7.8 million shares for $321.5 million: a 4.5 million share block bought from the activist fund Corvex at $45.00 in February 2022, 1.2 million shares in August 2022, 1.1 million in December 2025 and 1.0 million in March 2026. The total is 66,822,350 shares for $1.34 billion, an average of $20.05.
Those 66.8 million shares were 26.5 percent of MGM by September. Most of that rise came from MGM. Its share count fell from 493.3 million in the 2020 filing to 251.6 million in July 2026, as the company spent $9.4 billion on buybacks from 2021 through 2025 and another $262 million in the first half of 2026, retiring what it bought. At the old share count, Diller's stake would be 13.5 percent. Roughly 13 of his 26.5 points came from MGM's buybacks.
The creep had already drawn a response. In April 2026 MGM signed a voting agreement with IAC and Diller: any votes they hold above 25.73 percent of MGM's voting power must be cast in the same proportion as everyone else's. The agreement lapses if MGM's board stops nominating two directors of IAC's choosing. Eight weeks later came the offer for the rest.
The Leaseback
The buybacks ran alongside the sale of MGM's buildings. In April 2022 VICI Properties completed its $17.2 billion purchase of MGM Growth Properties, the landlord MGM had spun off in 2016, and MGM received about $4.4 billion in cash. That year MGM spent $2.8 billion buying back its own stock. It now rents the real estate under Luxor, New York-New York, Park MGM, Excalibur, the dining district called The Park, and six regional casinos from VICI on a lease that began on April 29, 2022 and runs 25 years. It rents Bellagio from a related-party venture.
The June headline valued the deal at more than $18 billion including debt: about $12.4 billion of equity at $48.30 a share, plus MGM's $6.1 billion of principal debt. The headline leaves out MGM's largest obligation. Its June 30 balance sheet carries $23.9 billion of operating lease liabilities, $3.8 billion of it for Bellagio, and the leases call for $52.4 billion of future payments, $1.86 billion of them in 2027. Cash rent on the VICI lease alone rose to $736 million a year in May under its 2 percent annual escalator.
A buyout usually borrows against what the target owns and earns. MGM's 2025 annual report lists a lease under every Strip resort it runs: Bellagio, MGM Grand and Mandalay Bay, Aria and Vdara, the Cosmopolitan, and the four Strip resorts it rents from VICI. Its earnings arrive after the rent. Consolidated adjusted EBITDA, which MGM counts after rent, was $610 million in the second quarter, down from $648 million a year earlier. With the landlords first in line, more of any purchase price has to come as equity.
The Buyer
People Incorporated is a publisher, owner of PEOPLE, Food & Wine and Better Homes & Gardens. At June 30 it had $1.1 billion of cash, of which $783 million sat outside the publishing unit, and $1.4 billion of debt. The public's 184.8 million MGM shares would have cost $8.92 billion at $48.30. The June letter planned for People to own just over 50.1 percent of the private MGM, with other equity investors and new debt filling the gap. Bloomberg reported that Diller had trouble lining up equity from outside co-investors.
On the same day Diller withdrew, Caesars Entertainment's shareholders approved Tilman Fertitta's offer to take that company private at $31 a share. Fertitta's deal pays about $5.7 billion for the equity and takes on close to $12 billion of Caesars' debt, about $17.6 billion in all. Both headlines sat near $18 billion, but the checks for the shares were far apart. Fertitta needed about $5.7 billion; Diller needed $8.92 billion for the public's shares of MGM.
The operating numbers did not make the raise easier. In the second quarter the Strip's segment adjusted EBITDAR rose 3 percent, to $735 million. Table games drop fell 2 percent, room revenue fell 2 percent and the average daily rate fell 4 percent, to $242. The gain came from the tables: MGM kept 29.6 percent of the cash and credit players turned into chips there, against 22.9 percent a year earlier. At last year's hold, table win would have been about $102 million lower, against a $25 million rise in Strip EBITDAR.
The Mark
At the September 24 close of $33.69, People's 66.8 million MGM shares were worth about $2.25 billion, still about $0.91 billion more than they cost. At the June 1 close they were worth $3.39 billion. The withdrawal took about $280 million off the stake in one session. People's own market value, at its $35.93 close on the 74.5 million shares it had outstanding at the end of July, is about $2.7 billion, so the MGM stake is about 84 percent of it. People's shares ended the day 4 cents lower while its largest asset fell 11 percent.
What the Record Shows
The June letter promised "a highly certain transaction" that "would not be subject to any financing condition." It also reserved the right to withdraw at any time, and Diller used it. He has not said which part of the mix failed. Three things are visible from outside. The price left before he did. The buyer was a fraction of the size of the check. And the target had already sold the buildings a buyer would normally borrow against.
Those last two are connected. The property sales and buybacks added about 13 points to Diller's ownership without costing him anything, which made him the obvious buyer. They also left a company whose cash flow goes first to its landlords, which pushed the price of the rest onto equity that, by Bloomberg's account, he had trouble lining up. People says it remains "open to and interested in the possibility of a strategic transaction" with MGM.
It may not need one. MGM had about $1.4 billion left on its repurchase authorization at the end of June. Spent at the $33.69 close, that retires about 41.6 million shares and lifts People's 66.8 million to about 31.8 percent of the company. The voting agreement would still send any votes above 25.73 percent in line with other holders, while People's economic share would keep growing.