UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 16, 2010
MGM MIRAGE
(Exact name of registrant as specified in its charter)
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DELAWARE
(State or other jurisdiction
of incorporation or organization)
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001-10362
(Commission File Number)
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88-0215232
(I.R.S. Employer
Identification No.) |
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3600 Las Vegas Boulevard South,
Las
Vegas, Nevada
(Address of Principal Executive Offices)
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89109
(Zip Code) |
(702) 693-8077
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Overview. On March 16, 2010, MGM MIRAGE (the “Company”) issued $845 million in aggregate
principal amount of its 9% Senior Secured Notes due 2020 (the “Notes”) under an indenture dated as
of March 16, 2010 (the “Indenture”), among the Company, the guarantors named therein and U.S. Bank
National Association, as trustee. The Notes were sold in the United States only to accredited
investors pursuant to an exemption from the Securities Act of 1933, as amended (the “Securities
Act”), and subsequently resold to qualified institutional buyers pursuant to Rule 144A under the
Securities Act and to non-U.S. persons in accordance with Regulation S under the Securities Act.
The Notes have not been registered under the Securities Act and may not be offered or sold in the
United States absent registration or an applicable exemption from registration requirements. The
Company intends to use the net proceeds of the offering, or approximately $823.0 million (after
giving effect to discounts, commissions and offering expenses), to repay a portion of its
outstanding indebtedness under its senior credit facility. A copy of the Indenture is filed
herewith as Exhibit 4.1.
The Notes will mature on March 15, 2020. The Company will pay interest on the Notes on March
15 and September 15 of each year, commencing on September 15, 2010. Interest on the Notes will
accrue at a rate of 9% per annum and be payable in cash.
Guarantees. The Notes will be guaranteed, jointly and severally, on a senior basis by the
Company’s restricted subsidiaries, other than its Illinois subsidiary, Nevada Landing Partnership,
unless and until the Company obtains Illinois gaming approval. The guarantors will include all
subsidiaries that guarantee the Company’s senior credit facility and on our existing notes, except
for Nevada Landing Partnership, unless and until the Company obtains Illinois gaming approval.
Security. The Notes and certain of the guarantees will be secured by (i) a mortgage on MGM
Grand Las Vegas and substantially all existing and future property of MGM Grand Hotel, LLC (“MGM
Grand”); and (ii) upon receipt of the necessary gaming approvals, a pledge of the limited liability
company interests in MGM Grand.
Security Documents. In connection with the closing, (i) MGM Grand entered into a security
agreement, dated March 16, 2010, with U.S. Bank National Association, as the collateral agent (the
“Security Agreement”) and (ii) the Company entered into a pledge agreement, dated March 16, 2010,
with U.S. Bank National Association, as the collateral agent (the “Pledge Agreement”). Copies of
the Security Agreement and the Pledge Agreement are filed herewith as Exhibits 4.2 and 4.3,
respectively.
Optional Redemption. Prior to March 15, 2014, the Company may redeem all or part of the notes
at a redemption price equal to 100% of the principal amount of the Notes plus an applicable make
whole premium and accrued and unpaid interest. On or after March 15, 2014, the Company may redeem
all or part of the Notes at its option on the redemption dates and at the redemption prices
specified in the Indenture.
Covenants. The Indenture contains covenants that will limit the Company’s and the Guarantors’
ability to, among other things, (i) pay dividends or distributions, repurchase equity, prepay
subordinated debt or make certain investments, (ii) incur additional debt or issue certain
disqualified stock and preferred stock, (iii) incur liens on assets (subject to, under certain
circumstances, regulatory approval), (iv) merge or consolidate with another company or sell all or
substantially all assets, (v) enter into transactions with affiliates, (vi) allow to exist certain
restrictions on ability of Guarantors to transfer assets, and (vii) enter into sale and lease-back
transactions.
Events of Default. The Indenture provides for customary events of default, including, without
limitation, (i) payment defaults, (ii) covenant defaults, (iii) cross-defaults to certain other
indebtedness in excess of specified amounts, (iv) certain events of bankruptcy and insolvency, (v)
judgment defaults in excess of specified amounts, (vi) the failure of any guaranty by a significant
party to be in full force and effect, (vii) if security interest on the collateral ceases to be in
full force and effect, except as otherwise permitted under the Indenture, or (viii) the security
documents are declared invalid or unenforceable. The Indenture also provides that a cessation of
business due to revocation, suspension or loss of any gaming license affecting a specified amount
of the Company’s revenues or assets, will constitute a default. If any such event of default
occurs, it may permit or require the principal, premium, if any, interest and any other monetary
obligations on all the then outstanding Notes issued under the Indenture to be immediately due and
payable.
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Registration Rights. In connection with the closing, a registration rights agreement was
entered into on March 16, 2010 between the Company, the subsidiary guarantors, Banc of America
Securities LLC and the initial purchasers named therein (the “Registration Rights Agreement”). A
copy of the Registration Rights Agreement is filed herewith as Exhibit 4.4.
The description set forth above is qualified by the Indenture, the Security Agreement, the
Pledge Agreement and the Registration Rights Agreement filed herewith as exhibits. This notice
does not constitute an offer to sell or the solicitation of an offer to buy the Notes.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by reference to this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
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Description |
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4.1 |
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Indenture, dated as of March 16, 2010, among MGM MIRAGE, as grantor
the guarantors named therein and U.S. Bank, National Association, as
trustee. |
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4.2 |
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Security Agreement, dated March 16, 2010, among MGM Grand Hotel, LLC
and U.S. Bank National Association. |
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4.3 |
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Pledge Agreement, dated March 16, 2010, between MGM MIRAGE and U.S.
Bank National Association. |
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4.4 |
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Registration Rights Agreement, dated March 16, 2010, between MGM
MIRAGE, the guarantors named therein, Banc of America Securities LLC
and the initial purchasers named therein. |
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