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): May 12, 2009
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) 693-7120
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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
MGM
MIRAGE, a Delaware corporation (the “Company”), entered
into Amendment No. 6 and Waiver (“Amendment No. 6”), dated May 12, 2009, to that
certain Fifth Amended and Restated Loan Agreement (the “Fifth Loan Agreement”), as previously
amended by that certain Amendment No. 1 dated September 30, 2008 (“Amendment No. 1”), that certain
Amendment No. 2 and Waiver dated March 16, 2009 (“Amendment No. 2”), that certain Amendment No. 3
dated March 26, 2009 (“Amendment No. 3”), that certain Amendment No. 4 dated April 9, 2009
(“Amendment No. 4”), and that certain Amendment No. 5 and Waiver dated April 29, 2009 (“Amendment
No. 5”; the Fifth Loan Agreement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3,
Amendment No. 4, Amendment No. 5, and Amendment No. 6, collectively, the “Loan Agreement”), by and
among the Company, MGM Grand Detroit, LLC (“MGM Grand Detroit”), a Delaware limited liability
company, as initial co-borrower, the lenders named in the signature pages thereto and Bank of
America, N.A., as administrative agent. The Fifth Loan Agreement, Amendment No. 1, Amendment No. 2,
Amendment No. 3, Amendment No. 4, and Amendment No. 5 were filed as an exhibit to the Company’s
Current Report on Form 8-K dated October 3, 2006, an exhibit to the Company’s Current Report on
Form 8-K dated September 30, 2008, an exhibit to the Company’s Current Report on Form 8-K dated
March 16, 2009, an exhibit to the Company’s Current Report on Form 8-K dated March 26, 2009, an
exhibit to the Company’s Current Report on Form 8-K dated April 9, 2009, and an exhibit to the
Company’s Current Report on Form 8-K dated April 29, 2009, respectively, which Current Reports are
incorporated herein by reference.
Pursuant to Amendment No. 6, any prior non-compliance with the total leverage ratio covenant or
interest charge coverage ratio covenant under the Loan Agreement with respect to the fiscal quarter
ending March 31, 2009 will be waived permanently. Furthermore, upon effectiveness of Amendment No.
6, the total leverage ratio and the interest charge coverage ratio covenants will be replaced with
covenants requiring the 12-month trailing EBITDA (as defined in the Loan Agreement) as of the end
of each fiscal quarter to be no less than the minimum amount for such period and for annual
capital expenditures not to exceed the maximum amount for the corresponding fiscal year. In
addition, pursuant to Amendment No. 6, the Company will be permitted to issue in the offerings to
be consummated concurrently with the effectiveness of Amendment
No. 6, equity and debt securities of
up to an aggregate of $3.0 billion and, in connection therewith, grant liens to secure indebtedness
of up to $1.5 billion. In addition, pursuant to Amendment No. 6, the Company will be permitted to
purchase the outstanding notes due in 2009 that are subject to a pending tender offer by the
Company. Furthermore, pursuant to Amendment No. 6, the Company will be permitted to (i) redeem,
prepay, repurchase, or defease the 7.25% Senior Debentures due 2017
of Mirage Resorts, Incorporated,
(ii) repay any registered debt securities outstanding as of May 12, 2009 and maturing through
February 28, 2011, (iii) utilize up to $300 million in cash to prepay, repurchase, or redeem
indebtedness with a maturity date following February 28, 2011, in each case, at a discount to par,
and (iv) exchange indebtedness for up to $500 million in equity interest as long as a change of
control does not occur as a result of such exchange. Amendment No. 6 further provides that the
Company may incur additional indebtedness up to $500 million; provided, however, that, such
indebtedness must be unsecured indebtedness with a maturity date after the maturity of the senior
credit facility and provided, further, that, the covenants applicable to such indebtedness cannot
be more restrictive than those contained in the indentures governing the Company’s existing senior
unsecured indebtedness (the “Qualified Unsecured Debt”). Upon incurrence of such Qualified
Unsecured Debt, the Company will be required to apply 50% of the net proceeds from such Qualified
Unsecured Debt to permanently reduce the term loan and revolving portions of indebtedness under the
Loan Agreement on a pro rata basis. Furthermore, pursuant to Amendment No. 6, in the event the
Company consummates an asset sale, 50% of the net proceeds from such assets sale must be used to
permanently reduce the term loan and revolving portions of indebtedness under the Loan Agreement on
a pro rata basis, subject to any similar requirements in other debt
instruments. Upon effectiveness of Amendment No. 6, the LIBOR margin and the base rate margin
will be set at 4.00% and 3.00%, respectively, which margins reflect an increase of 1.00% from the
highest corresponding margin previously applicable.
As conditions to the effectiveness of Amendment No. 6, the Company will be required to (i)
consummate concurrently offerings of debt and equity securities for an aggregate amount of no less
than $2.5 billion, (ii) permanently repay $750 million of the borrowings under the Loan Agreement,
allocated between the term loan and the revolving loan on a pro rata basis, (iii) to the extent
that the gross proceeds from the concurrent equity and debt offering exceed $2.5 billion,
permanently repay borrowings under the Loan Agreement, allocated between the term loan and the
revolving loan on a pro rata basis, equal to 50% of such excess, and (iv) treat $400 million in
aggregated repayment of the credit facility borrowings made as a condition to Amendment No. 2 and
Amendment No. 5 as a permanent repayment of the borrowings under the Loan Agreement.
Certain of the lenders party to the Loan Agreement and their respective affiliates have in the past
engaged in financial advisory, investment banking, commercial banking or other transactions of a
financial nature with the Company and its subsidiaries, including the provision of advisory
services for which they received customary fees, expense reimbursement or other payments.
The foregoing description of Amendment No. 6 does not purport to be complete and is qualified in
its entirety by Amendment No. 6 filed as Exhibit 10.1 hereto and incorporated herein by reference.
ITEM
2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE
SHEET ARRANGEMENT OF A REGISTRANT
The
information included in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 2.03.
ITEM 8.01 OTHER EVENTS
On
May 13, 2009, the Company entered into an underwriting
agreement (the “Underwriting Agreement”) with Merrill
Lynch, Pierce, Fenner & Smith Incorporated (“Merrill
Lynch”),
Deutsche Bank Securities Inc., J.P Morgan Securities Inc., Morgan Stanley & Co. Incorporated, and
UBS Securities, LLC, with Merrill Lynch acting as representative of the several underwriters named therein (the
“Underwriters”), to sell 143,000,000 shares of the Company’s common stock, $.01 par value per
share, (the “Initial Shares”) pursuant to a firm commitment underwritten offering (the “Offering”).
Pursuant to the Underwriting Agreement, the Company granted the Underwriters an over-allotment
option, exercisable for 30 days from the date of the Underwriting Agreement, to purchase up to an
additional 21,450,000 shares of the Company’s common stock (the “Over-Allotment Shares” and,
together with the Initial Shares, the “Offering Shares”). The Underwriters have notified the
Company that they intend to purchase all of the Over-Allotment Shares. The Company expects to
issue the Offering Shares to the Underwriters on May 19, 2009.
The Offering Shares were registered pursuant to an automatic shelf registration statement on Form
S-3 (File No. 333-158956) (the “Registration Statement”) and a related prospectus supplement, dated
May 13, 2009. The Underwriting Agreement is attached hereto as Exhibit 1.1 and incorporated by
reference into the Registration Statement. In addition, in connection with the Offering, Glaser,
Weil, Fink, Jacobs, Howard & Shapiro, LLP, counsel to the Company, has rendered an opinion
regarding the validity of the issuance of the Offering Shares, which opinion and the corresponding
consent are attached hereto as Exhibits 5.1 and 23.1, respectively, and incorporated by reference into the
Registration Statement.
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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1.1
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Underwriting Agreement, dated May 13, 2009, by and among MGM MIRAGE, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., J.P Morgan
Securities Inc., Morgan Stanley & Co. Incorporated, and UBS Securities, LLC. |
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5.1
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Opinion of Glaser, Weil, Fink,
Jacobs, Howard & Shapiro, LLP dated May 15, 2009. |
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10.1
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Amendment No. 6 and Waiver, dated May 12, 2009, by and among MGM MIRAGE, as borrower;
MGM Grand Detroit, LLC, as co-borrower; the Lenders and Co-Documentation Agents named
therein; Bank of America, N.A., as Administrative Agent; the Royal Bank of Scotland
PLC, as Syndication Agent; Bank of America Securities LLC and The Royal Bank of
Scotland PLC, as Joint Lead Arrangers; and Bank of America Securities LLC, The Royal
Bank of Scotland PLC, J.P. Morgan Securities Inc., Citibank North America, Inc. and
Deutsche Bank Securities Inc., as Joint Book Managers. |
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23.1
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Consent of Glaser, Weil, Fink,
Jacobs, Howard & Shapiro, LLP (included in Exhibit 5.1
hereto). |