By Jessica Toonkel and Lauren Thomas

MGM Resorts has been negotiating a potential deal with Barry Diller's People Inc. after the media mogul offered to buy the casino giant, according to people familiar with the matter.

MGM set up a special board committee and lined up advisers to help evaluate the proposal, the people familiar with the matter said. MGM believes Diller's offer undervalues the company, some of the people added.

Diller is being advised by bankers including some at JPMorgan Chase who are working to pull together financing for the deal, some of the people said.

Discussions between the parties heated up this month, some of the people said. There are no guarantees a deal will ultimately come together.

Diller, whose company already owns roughly 26% of MGM, offered $48.30 a share for the rest of the company on June 1, valuing the company around $12.4 billion. MGM has yet to publicly respond to the offer.

MGM shares have recently been trading just below Diller's offer price, which suggests investors see a path to a potential deal.

Diller said when the offer was first made public that he was confident in his company's ability to fund the deal, based on existing cash on hand and "preliminary conversations" with other potential equity investors and financing sources.

"We believe that MGM's assets and businesses are not currently realizing their full potential in the public markets and that it will be difficult to correct this situation in MGM's current form as a public company," Diller wrote at the time.

A day after the offer was made, MGM Chief Financial Officer Jonathan Halkyard agreed with Diller's take that the company's full value wasn't being recognized by investors. Sometimes they "just aren't doing the work to value the sum of the parts," Halkyard said at a conference, referring to Diller's assessment of the company as "gratifying."

He suggested that MGM's sprawling interests -- which includes resorts in Las Vegas and around the world, table game revenue and online betting operations including BetMGM -- made it more difficult to assess.

MGM and its peers have faced added pressure from the rise in prediction-markets platforms, which allow consumers to make bets on everything from sports to politics. Las Vegas has been drawing fewer lower- and middle-income families and is increasingly dependent on spending by a smaller group of well-off people.

Casino operators have tried to thwart the headwinds by offering discounts and other perks to lure visitors to their properties.

Caesars Entertainment in late May agreed to be acquired by Golden Nugget owner Tilman Fertitta for $5.7 billion. Diller made his offer for MGM public just days later.

Write to Jessica Toonkel at jessica.toonkel@wsj.com and Lauren Thomas at lauren.thomas@wsj.com

(END) Dow Jones Newswires

July 10, 2026 17:51 ET (21:51 GMT)