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): September 9, 2005
MGM MIRAGE
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| DELAWARE
|
0-16760
|
|
88-0215232 |
| (State or other jurisdiction
|
(Commission File Number)
|
|
(I.R.S. Employer |
| of incorporation or organization)
|
|
|
|
Identification No.) |
| |
|
|
|
|
3600 Las Vegas Boulevard South, Las Vegas, Nevada
|
|
|
|
89109 |
(Address of Principal Executive Offices)
|
|
|
|
(Zip Code) |
(702) 693-7120
(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))
TABLE OF CONTENTS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET
ARRANGEMENT OF A REGISTRANT
ITEM 8.01 OTHER EVENTS
On September 9, 2005, MGM MIRAGE, a Delaware corporation (the “Company”), sold, through a
private placement (the “Private Placement”) exempt from the registration requirements under the
Securities Act of 1933, as amended, $375 million in aggregate principal amount of its 6.625% Senior
Notes due 2015 (the “Notes”). The Notes were sold in the United States only to accredited investors
pursuant to an exemption from the Securities Act of 1933, as amended, 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 such offering, or approximately $377 million (after commissions and offering
expenses and excluding amounts representing accrued interest), to repay a portion of the
outstanding borrowings under its $7.0 billion credit facility and for general corporate purposes.
The Notes will be issued under that certain indenture, dated June 20, 2005, among the Company,
certain subsidiaries of the Company and U.S. Bank National Association, as the trustee, under which
the Company had previously issued $500 million in aggregate principal amount of its 6.625% Senior
Notes due 2015 (the “Prior Notes”) in a private placement on June 20, 2005; provided, however, that
such indenture has been supplemented by a supplemental indenture, dated September 9, 2005, among
the Company, certain subsidiaries of the Company and U.S. Bank National Association (such
indenture, as supplemented, the “Indenture”), to provide for the issuance of the Notes. The Notes
will be of the same series and class as the Prior Notes, and the Indenture will govern the terms
and conditions of the Notes, the Prior Notes, and the registered notes of the Company to be issued
in exchange offers for such Notes and Prior Notes. Under the Indenture, the Notes will bear an
interest rate of 6.625%, with the interest thereon accruing as of June 20, 2005, and mature on July
15, 2015. Interest on the Notes will be payable semi-annually on January 15 and July 15 of each
year, beginning on January 15, 2006. Pursuant to the Indenture, the Notes are guaranteed on a
senior basis by substantially all of the Company’s wholly owned U.S. subsidiaries (the
“Guarantors”) except for U.S. holding companies of the Company’s foreign subsidiaries. The
Indenture contains customary covenants that will limit the Company’s ability and, in certain
instances, the ability of the Company’s subsidiaries to incur liens on assets to secure debt, enter
into certain sale and lease-back transactions, and merge or consolidate with another company or
sell substantially all assets.
Furthermore, in connection with the closing of the Private Placement, the Company entered into
a registration rights agreement, dated September 9, 2005, with certain subsidiaries of the Company
and the initial purchasers of the Notes in the Private Placement (the “Registration Rights
Agreement”). Under the Registration Rights Agreement, the Company and the Guarantors agreed to use
their respective best efforts to register notes having substantially identical terms as the Notes
with the Securities and Exchange Commission (the “Commission”) as part of an offer to exchange
freely tradeable exchange notes (the “Exchange Notes”) for the Notes. Such Exchange Notes will be
of the same series and class as the registered and freely tradeable notes to be exchanged for the
Prior Notes. The Company and the Guarantors will file a registration statement for the Exchange
Notes with the Commission within 120 days from September 9, 2005 and use their respective best
efforts to cause such registration statement to be declared effective within 180 days from
September 9, 2005. Under the Registration Rights Agreement, if the Company fails to file the
registration statement on time, fails to cause such registration statement to be declared effective
on time, or fails to consummate the corresponding exchange offer within 222 days from September 9,
2005, the Company will be obligated to pay an additional annual interest rate on the Notes of 0.25%
for each 90-day period that such failure continues, up to a maximum additional interest rate of
1.00%. Such additional interest would cease to accrue once such default is remedied.
The description set forth above is qualified by the Indenture and the Registration Rights
Agreement.
This notice does not constitute an offer to sell or the solicitation of an offer to buy the
Notes.