e424b5
Filed Pursuant to Rule 424(b)(5)
Registration
No. 333-158956
CALCULATION
OF REGISTRATION FEE (1)
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Title of Each Class of
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Amount to be
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Maximum Offering
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Maximum Aggregate
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Amount of
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Securities to be Registered
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Registered(2)
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Price per Share
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Offering Price(2)
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Registration Fee(3)
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Common Stock, $0.01 par value
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164,450,000
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$7
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$1,151,150,000
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$64,234
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(1)
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This Calculation of Registration Fee table shall be
deemed to update the Calculation of Registration Fee
table in the Registration Statement
No. 333-158956
on
Form S-3.
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(2)
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Includes shares subject to over-allotment option granted to the
underwriters.
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(3)
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Calculated in accordance with Rule 457(r) of the Securities
Act of 1933.
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PROSPECTUS SUPPLEMENT
(To prospectus dated May 1, 2009)
143,000,000 Shares
MGM MIRAGE
Common Stock
We are offering 143,000,000 shares of our common stock to
be sold in this offering. We will receive all of the net
proceeds from the sale of such common stock.
Concurrently with this offering of our common stock, we are
(i) offering in a private placement an aggregate of
$1.5 billion of our senior secured notes (the new
senior secured notes) and (ii) entering into
amendment no. 6 to our senior credit facility to, among other
things, allow for this offering and the offering of the new
senior secured notes. The completion of our offering of common
stock is contingent upon (i) the completion of the
placement of the new senior secured notes and (ii) the
effectiveness of amendment no. 6 to our senior credit facility.
This prospectus supplement shall not be deemed an offer to sell
or a solicitation of an offer to buy the new senior secured
notes. The new senior secured notes will not be registered under
the Securities Act of 1933, and may not be offered or sold in
the United States absent registration or an applicable exemption
from the registration requirements of the Securities Act. There
can be no assurance that our concurrent private placement of the
new senior secured notes will be completed or, if completed that
it will be for the amounts contemplated.
Our common stock is listed on the New York Stock Exchange, or
NYSE, under the symbol MGM. On May 13, 2009,
the last reported sale price of our common stock on the New York
Stock Exchange was $8.70 per share.
Investing in our common stock
involves risks that are described in the Risk
Factors section beginning on
page S-7
of this prospectus supplement.
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Per Share
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Total
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Public offering price
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$7.0000
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$
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1,001,000,000
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Underwriting discount(1)
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$0.2975
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$
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38,288,250
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Proceeds, before expenses, to us
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$6.7025
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$
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962,711,750
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(1) |
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We have directed the underwriters to reserve up to
14.3 million shares of common stock for sale to Tracinda
Corporation which, as of May 11, 2009, beneficially owned
approximately 149 million shares, or approximately 54%, of the
then outstanding shares of our common stock. No underwriting
discount will apply with respect to such shares. |
The underwriters may purchase up to an additional
21.45 million shares of common stock from us at the public
offering price, less the underwriting discount, within
30 days from the date of this prospectus supplement to
cover any overallotments.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the
accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
None of the Nevada Gaming Commission, the Nevada State Gaming
Control Board, the New Jersey Division of Gaming Enforcement,
the New Jersey Casino Control Commission, the Michigan Gaming
Control Board, the Mississippi Gaming Commission, the Illinois
Gaming Board nor any other gaming authority has passed upon the
accuracy or adequacy of this prospectus supplement, or the
accompanying prospectus, or the investment merits of the
securities offered. Any representation to the contrary is
unlawful. The Attorney General of the State of New York has not
passed upon or endorsed the merits of this offering. Any
representation to the contrary is unlawful.
The shares will be ready for delivery on or about May 19,
2009.
Joint Book-Running Managers
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ABN
AMRO Incorporated |
BNP PARIBAS |
Daiwa Securities America Inc. |
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Barclays
Capital |
Citi |
Wachovia Securities |
The date of this prospectus supplement is May 13, 2009.
ABOUT THIS
PROSPECTUS SUPPLEMENT
This prospectus supplement is a supplement to the accompanying
base prospectus that is also a part of this document. This
prospectus supplement and the accompanying base prospectus are
part of a shelf registration statement that we filed
with the Securities and Exchange Commission (the
Commission). The shelf registration statement was
declared effective by the Commission upon filing on May 1,
2009. By using a shelf registration statement, we may sell any
combination of the securities described in the base prospectus
from time to time in one or more offerings. In this prospectus
supplement, we provide you with specific information about the
terms of this offering. Both this prospectus supplement and the
accompanying base prospectus include important information about
us, our common stock and other information you should know
before investing in our common stock. You should rely only on
the information or representations incorporated by reference or
provided in this prospectus supplement and the accompanying
prospectus. We have not authorized anyone to provide you with
different information. If anyone provides you with different or
inconsistent information, you should not rely on it. If the
description of this offering varies between this prospectus
supplement and the accompanying prospectus, you should rely on
the information contained in or incorporated by reference in
this prospectus supplement. You may obtain copies of the shelf
registration, or any document which we have filed as an exhibit
to the shelf registration or to any other Commission filing,
either from the Commission or from the Secretary of MGM MIRAGE
as described under Where You Can Find More
Information. We are not making an offer to sell these
securities in any jurisdiction where the offer or sale is not
permitted. You should not assume that the information in this
prospectus supplement and the accompanying base prospectus is
accurate as of any date other than the date printed on their
respective covers.
s-i
TABLE OF
CONTENTS
Prospectus
Supplement
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Page
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s-ii
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S-1
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S-7
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S-13
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S-14
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S-15
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S-18
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S-19
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S-25
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S-27
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S-27
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S-28
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S-28
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Prospectus
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3
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4
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4
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4
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FORWARD-LOOKING
STATEMENTS
This prospectus supplement and the accompanying prospectus
include forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as
amended (the Securities Act), and Section 21E
of the Securities Exchange Act of 1934, as amended (the
Exchange Act), that are subject to risks and
uncertainties. In portions of this prospectus supplement and the
accompanying prospectus, the words anticipates,
believes, estimates, seeks,
expects, plans, intends and
similar expressions, as they relate to us or our management, are
intended to identify forward-looking statements. Although we
believe that the expectations reflected in such forward-looking
statements are reasonable, and have based these expectations on
our beliefs as well as assumptions we have made, such
expectations may prove to be incorrect. Important factors that
could cause actual results to differ materially from such
expectations are disclosed in this prospectus supplement and the
accompanying prospectus including, without limitation, those set
forth under Risk Factors, beginning on
page S-7
and in the documents incorporated by reference herein.
All subsequent written and oral forward-looking statements
attributable to us or persons acting on our behalf are expressly
qualified in their entirety by our cautionary statements. The
forward-looking statements included or incorporated herein are
made only as of the date of this prospectus supplement, or as of
the date of the documents incorporated by reference. We do not
intend, and undertake no obligation, to update these
forward-looking statements to reflect events or circumstances
after the date of this prospectus supplement or to reflect the
occurrence of unanticipated events.
s-ii
PROSPECTUS
SUPPLEMENT SUMMARY
This summary is not complete and may not contain all of the
information that may be important to you. You should read the
entire prospectus supplement and the accompanying prospectus
carefully, including the financial data and related notes, as
well as the documents incorporated by reference, before making
an investment decision. In this prospectus supplement, except
where the context otherwise requires, we will collectively refer
to MGM MIRAGE and its direct and indirect subsidiaries as
MGM MIRAGE, we, our and
us.
MGM
MIRAGE
We are one of the worlds leading development companies
with significant gaming and resort operations. We believe the
resorts we own, manage, and invest in are among the worlds
finest casino resorts. We own and operate Bellagio, MGM Grand
(including The Signature at MGM Grand, a condominium-hotel with
over 1,500 units), Mandalay Bay, The Mirage, Luxor, New
York-New York, Excalibur, Monte Carlo, Circus Circus-Las Vegas
and
Slots-A-Fun
located in Las Vegas, Nevada. We also own and operate Circus
Circus-Reno, located in Reno, Nevada; Gold Strike, located in
Jean, Nevada; Railroad Pass, located in Henderson, Nevada; MGM
Grand Detroit, located in Detroit, Michigan; Gold Strike,
located in Tunica County, Mississippi; and Beau Rivage, a
beachfront resort located in Biloxi, Mississippi. We also own
50% of MGM Grand Macau, located in Macau S.A.R.; 50% of Silver
Legacy, located in Reno, Nevada; 50% of Borgata, a destination
casino resort on Renaissance Pointe in Atlantic City, New
Jersey; and 50% of Grand Victoria, a riverboat casino in Elgin,
Illinois. We also own Shadow Creek, an exclusive golf course
located approximately ten miles north of our Las Vegas Strip
resorts.
We own 50% of CityCenter, currently under development on a
67-acre site
on the Las Vegas Strip between Bellagio and Monte Carlo.
Infinity World Development Corp (Infinity World), a
wholly-owned subsidiary of Dubai World, a Dubai, United Arab
Emirates government decree entity, owns the other 50% of
CityCenter. CityCenter will feature a 4,000-room casino resort
designed by world-famous architect Cesar Pelli; two 400-room
non-gaming boutique hotels, one of which will be managed by
luxury hotelier Mandarin Oriental; approximately
425,000 square feet of retail shops, dining and
entertainment venues; and approximately 2.1 million square
feet of residential space in approximately 2,400 luxury
condominium and condominium-hotel units in multiple towers.
CityCenter is expected to open in late 2009, except the opening
of The Harmon Hotel & Spa has been postponed until
such time as we and Infinity World, as well as the requisite
lenders under City Centers credit facility, each agree to
proceed with its completion, and the development of the
approximately 200 Harmon residential units has been cancelled.
We are serving as the developer of CityCenter and, upon
completion of construction, we will manage CityCenter for a fee.
Our principal executive offices are located at 3600 Las Vegas
Boulevard South, Las Vegas, Nevada, 89109. The telephone number
for our principal executives offices is
(702) 693-7120.
Recent
Developments
Concurrent
Senior Secured Note Offering
Concurrent with this offering of our common stock, we are
offering in a private placement an aggregate of
$1.5 billion of our senior secured notes (the new
secured senior notes). The completion of our offering of
common stock is contingent upon the completion of the placement
of the new senior secured notes. This prospectus supplement
shall not be deemed an offer to sell or a solicitation of an
offer to buy the new senior secured notes. The new senior
secured notes will not be registered under the Securities Act of
1933, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act. See Use of
Proceeds.
Covenant
Defeasance and Redemption of the 7.25% Senior Debentures of
Mirage Resorts, Incorporated.
Concurrently with the closing of this offering and the new
senior secured notes offering, we will deliver a notice of
redemption for all $100 million in outstanding
7.25% Senior Debentures of Mirage Resorts,
S-1
Incorporated, our wholly owned subsidiary (the MRI
notes). The MRI notes will be redeemed 30 days
following the date of such notice of redemption at a redemption
price of approximately $1,295 for each $1,000 in principal
amount of the MRI notes. In addition, concurrently with the
closing of this offering and the new senior secured notes
offering, all of the covenants applicable to the MRI notes that
may be defeased pursuant to the terms of the indenture governing
the MRI notes will be defeased through a deposit of the
aggregate redemption price for the MRI notes with the applicable
trustee.
Concurrent
Tender Offers
We commenced on May 13, 2009 tender offers to purchase all
$820.0 million of our outstanding 6.0% senior notes due
2009 and all $226.3 million of outstanding 6.50% senior
notes due 2009 of Mandalay Resort Group, our wholly owned
subsidiary. Neither this offering nor the new senior notes
offering is conditioned upon the consummation of such tender
offers. However, because we intend to use the proceeds of the
new senior secured notes offering to pay the purchase price for
notes purchased in such tender offers, such tender offers are
conditioned upon the consummation of the offering of the new
senior secured notes. See Use of Proceeds.
May
2009 Senior Credit Facility Amendment
On May 12, 2009, we entered into amendment no. 6 to our
senior credit facility, the effectiveness of which is
conditioned upon (i) the closing of this offering and our
new senior secured notes offering discussed above with the gross
proceeds of the offerings not to be less than $2.5 billion,
(ii) permanent repayment of $750 million of the credit
facility borrowings, allocated between the term loan and the
revolving loan on a pro rata basis, (iii) to the extent
that the gross proceeds of this offering and the new senior
secured notes offering is in excess of $2.5 billion,
permanent repayment of the credit facility borrowings allocated
between the term loan and the revolving loan on a pro rata
basis, equal to 50% of such excess, and (iv) treatment of
the $400 million in aggregate repayment of the credit
facility borrowings made as a condition to amendment no. 2
and amendment no. 5 to our senior credit facility as a
permanent prepayment of the credit facility borrowings. The
amendment also provides for the following:
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Amend certain financial and non financial covenants to
a) require a quarterly minimum EBITDA test, based on
rolling
12-month
EBITDA; b) provide for a covenant limiting annual capital
expenditures; c) eliminate the total leverage ratio and
interest charge coverage ratio tests and permanently waive any
prior non-compliance with such ratio tests for the quarter ended
March 31, 2009; and d) permanently waive any potential
default from the inclusion of a going concern
explanatory paragraph in the report of our independent
registered public accountants for the years ended or ending
December 31, 2008 and December 31, 2009;
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Amend existing restrictions to allow, in connection with this
offering and the offering of the new senior secured notes, for
the issuance of equity and debt securities of up to
$3.0 billion and in connection therewith, amend existing
restrictions to allow for the granting of liens to secure
indebtedness of up to $1.5 billion;
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Amend existing restrictions to allow the prepayment, redemption,
or purchase of indebtedness, including payment of any premium,
pursuant to the tender offers described above;
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Amend existing restrictions to allow (i) the redemption,
prepayment, repurchase,
and/or
defeasance of the MRI notes, (ii) repayment of any
registered debt securities currently outstanding and maturing
through February 28, 2011, (iii) utilization of up to
$300 million in cash to prepay, repurchase, or redeem
indebtedness with a maturity date following February 28,
2011 at a discount to par; and (iv) exchange of
indebtedness for up to $500 million in equity interests as
long as a change of control does not occur as a result of such
exchange;
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Allow us to incur additional indebtedness up to
$500 million; provided, however, that, such indebtedness
must be unsecured indebtedness with a maturity after the
maturity of the senior credit facility with covenants no more
restrictive than those contained in the indentures governing our
existing senior
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S-2
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unsecured indebtedness. Without duplication of the requirements
described above, 50% of the net proceeds of such indebtedness
must be used to permanently reduce the term loan and revolving
portions of the senior credit facility on a pro rata basis;
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Provide that 50% of the net proceeds from any future asset sales
will be used to permanently reduce the term loan and revolving
portions of the senior credit facility on a pro rata basis,
subject to any similar requirements in other debt
instruments; and
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Fix the LIBOR margin at 4.00% and the base rate margin at 3.00%,
which margins reflect an increase of 1.00% from the highest
corresponding margin previously applicable.
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April
2009 Senior Credit Facility Amendment and Waiver
As of March 31, 2009, we were not in compliance with our
financial covenants under our senior credit facility. On
March 16, 2009, we entered into an amendment and waiver to
our senior credit facility, which provided for, among other
conditions, a waiver of the requirement that we comply with such
financial covenants through May 15, 2009. In addition to
the March 16, 2009 amendment and waiver, we entered into
certain subsequent amendments to the senior credit facility
allowing for additional investments in CityCenter. On
April 29, 2009, we entered into amendment no. 5 to our
senior credit facility, which provided for an extension of the
waiver through June 30, 2009. Pursuant to amendment no. 5,
we were permitted to make investments in CityCenter resulting
from (i) the fulfillment of our remaining equity commitment
through the issuance of an irrevocable letter of credit in the
amount of $224 million and (ii) the entry into, and
performing our obligations under, a revised completion
guarantee. Under amendment no. 5, we agreed to pledge the
assets of Gold Strike Tunica and certain undeveloped land on the
Las Vegas Strip, subject to gaming and other approvals, to
secure indebtedness under the senior credit facility in an
amount up to $300 million. Furthermore, MGM Grand Detroit,
which is a co-borrower under the senior credit facility, agreed
to grant the lenders a security interest in its assets to secure
its borrowings under the senior credit facility, subject to
gaming and other approvals.
CityCenter
Financing
In October 2008, we announced that CityCenter secured a
$1.8 billion senior bank credit facility, which required
additional equity commitments from us and Dubai World. In April
2009, CityCenter and its lenders entered into an amendment to
the bank credit facility. Also in April 2009, we and Dubai World
entered into an amended and restated joint venture agreement.
The key terms of the amendment to the CityCenter credit facility
included the following:
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Reduce the maximum amount of the credit facility to
$1.8 billion;
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Change the maturity date from April 2013 to June 2012 and
increase the pricing of the facility;
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Require the entire amount of remaining equity contributions to
be funded through irrevocable letters of credit at the closing,
and require the lenders to fund the remaining $800 million
of the credit facility at the closing;
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Amend the funding order such that future funding is pro rata
between the equity contributions and the amounts available under
the credit facility, with the equity contributions drawn from
the letters of credit;
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Amend the completion guarantees to a) relieve Dubai World
of its completion guarantee as amounts are funded from its
letter of credit, and b) require an unlimited completion
and cost overrun guarantee from us, secured by our interests in
the assets of Circus Circus Las Vegas and certain adjacent
undeveloped land.
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The key terms of the amendment to the joint venture agreement
included the following:
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Provide for funding under the letters of credit to be drawn as
follows: Infinity World for the first $135 million, us for
the next $224 million and Infinity World for the final
$359 million.
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S-3
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Amend the provisions for distributions to allow the first
$494 million of available distributions to be distributed
on a priority basis to Infinity World, with the next
$494 million of distributions made to us, and distributions
shared equally thereafter.
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Sale
of Treasure Island Hotel & Casino
On March 20, 2009, we consummated the sale of Treasure
Island Hotel & Casino (TI) to Ruffin
Acquisition, LLC. At closing, we received $600 million in
cash proceeds and a $175 million secured note bearing
interest at 10% payable not later than 36 months after
closing. Ruffin Acquisition exercised its option, provided for
by an amendment to the purchase agreement, to prepay the secured
note on or before April 30, 2009 and receive a
$20 million discount on the purchase price.
Recent
SEC Comment Letter
On April 27, 2009, we received a letter from the Commission
regarding their review of our Annual Report on
Form 10-K
for the year ended December 31, 2008 filed on
March 17, 2009 (the 2008
Form 10-K).
We submitted our response to the Commission on May 11,
2009. We do not believe that any of the Commissions
comments will result in any changes to the 2008
Form 10-K,
but we can provide no assurance that the Commission will agree
with us.
S-4
The
Offering
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Issuer |
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MGM MIRAGE |
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Common stock offered by us |
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143,000,000 shares (1), (2) |
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Common stock authorized |
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600,000,000 shares |
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Common stock outstanding prior to completion of the offering |
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276,557,345 shares (3) |
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Common stock outstanding after the offering |
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419,557,345 shares (1), (2), (3) |
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NYSE symbol |
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MGM |
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Concurrent Offering |
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Concurrently with this offering of our common stock, we are
(i) offering in a private placement an aggregate of
$1.5 billion of our senior secured notes and
(ii) entering into amendment no. 6 to our senior credit
facility to, among other things, allow for this offering and the
offering of the new senior secured notes. The completion of our
offering of common stock is contingent upon (i) the
completion of the placement of such new senior secured notes and
(ii) the effectiveness of amendment no. 6 to our senior
credit facility. This prospectus supplement shall not be deemed
an offer to sell or a solicitation of an offer to buy the new
senior secured notes. The new senior secured notes will not be
registered under the Securities Act of 1933, and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act. There can be no assurance that our concurrent
private placement of the new senior secured notes will be
completed or, if completed that it will be for the amounts
contemplated. |
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Use of proceeds |
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We plan to use the net proceeds from this offering of our common
stock (approximately $960.1 million, or approximately
$1,103.9 million if the
over-allotment
option is fully exercised, after giving effect to discounts,
commissions and offering expenses), together with the net
proceeds from the concurrent offering of the new senior secured
notes (approximately $1,420.1 million after giving effect
to discounts, commissions and offering expenses) to
(i) repay a portion of the outstanding amount under our
$7.0 billion senior credit facility, including a permanent
prepayment of at least $750 million; (ii) redeem all
of the 7.25% senior debentures due 2017 of Mirage Resorts,
Incorporated; (iii) purchase all of our 6.0% senior
notes due 2009 and all of the 6.50% senior notes due 2009
of Mandalay Resort Group tendered in the pending tender offers;
and (iv) for general corporate purposes. |
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(1)
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We have directed the underwriters
to reserve up to 14.3 million shares of common stock
for sale to Tracinda Corporation who, as of May 11, 2009,
beneficially owned approximately 149 million shares, or
approximately 54%, of the then outstanding shares of our common
stock.
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(2)
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The underwriters may purchase up to
an additional 21.45 million shares of common stock
from us at the public offering price, less the underwriting
discount, within 30 days from the date of this prospectus
supplement to cover any overallotments.
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(3)
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Based on the number of shares of
common stock outstanding as of May 11, 2009. Excludes
26.8 million shares of our common stock that are
subject to outstanding but unexercised options to purchase
shares of common stock or to granted but unvested restricted
stocks and 16.6 million shares of common stock that
are reserved for issuance under our 2005 Omnibus Incentive Plan
but not subject to any outstanding equity grants. Excludes
15.5 million shares of common stock that we are under
a contractual obligation to sell at the same price as sold by us
to Infinity World Investments, LLC, at its option, in order for
it to maintain its ownership percentage of our common stock,
assuming the underwriters fully exercise their rights under the
over-allotment option.
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S-5
Summary
Consolidated Financial Data
Our summary consolidated financial and other data presented
below as of and for the three years ended December 31, 2008
have been derived from our audited consolidated financial
statements. Our consolidated financial statements as of
December 31, 2006, 2007 and 2008 and for the years then
ended, were audited by Deloitte & Touche LLP, an
independent registered public accounting firm. The summary
consolidated financial data as of and for the three months ended
March 31, 2009 and March 31, 2008 has been derived
from our unaudited consolidated financial statements for those
periods, which, in the opinion of management, include all
adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation of the results of operations
and financial position. The results for the three months ended
March 31, 2009 are not necessarily indicative of results
that may be expected for the entire year.
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Three Months Ended
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For the Years Ended December 31,
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March 31,
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2006
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2007
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2008
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2008
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2009
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(in thousands, except per share and other data)
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Statement of Operations Data:
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Net revenues
|
|
$
|
7,175,956
|
|
|
$
|
7,691,637
|
|
|
$
|
7,208,767
|
|
|
$
|
1,883,633
|
|
|
$
|
1,498,795
|
|
Operating income (loss)
|
|
|
1,758,248
|
|
|
|
2,863,930
|
|
|
|
(129,603
|
)
|
|
|
341,288
|
|
|
|
355,099
|
|
Income (loss) from continuing operations
|
|
|
635,996
|
|
|
|
1,400,545
|
|
|
|
(855,286
|
)
|
|
|
118,346
|
|
|
|
105,199
|
|
Net income (loss)
|
|
|
648,264
|
|
|
|
1,584,419
|
|
|
|
(855,286
|
)
|
|
|
118,346
|
|
|
|
105,199
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
$
|
2.25
|
|
|
$
|
4.88
|
|
|
$
|
(3.06
|
)
|
|
$
|
0.41
|
|
|
$
|
0.38
|
|
Net income (loss) per share
|
|
|
2.29
|
|
|
|
5.52
|
|
|
|
(3.06
|
)
|
|
|
0.41
|
|
|
|
0.38
|
|
Weighted average number of shares
|
|
|
283,140
|
|
|
|
286,809
|
|
|
|
279,815
|
|
|
|
288,943
|
|
|
|
276,556
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
$
|
2.18
|
|
|
$
|
4.70
|
|
|
$
|
(3.06
|
)
|
|
$
|
0.40
|
|
|
$
|
0.38
|
|
Net income (loss) per share
|
|
|
2.22
|
|
|
|
5.31
|
|
|
|
(3.06
|
)
|
|
|
0.40
|
|
|
|
0.38
|
|
Weighted average number of shares
|
|
|
291,747
|
|
|
|
298,284
|
|
|
|
279,815
|
|
|
|
298,400
|
|
|
|
276,770
|
|
Balance Sheet Data (end of period):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
22,146,238
|
|
|
$
|
22,727,686
|
|
|
$
|
23,274,716
|
|
|
$
|
22,895,879
|
|
|
$
|
23,841,649
|
|
Total debt, including capital leases
|
|
|
12,997,927
|
|
|
|
11,182,003
|
|
|
|
13,470,618
|
|
|
|
12,783,480
|
|
|
|
14,366,543
|
|
Stockholders equity
|
|
|
3,849,549
|
|
|
|
6,060,703
|
|
|
|
3,974,361
|
|
|
|
5,095,718
|
|
|
|
4,090,166
|
|
Stockholders equity per share
|
|
$
|
13.56
|
|
|
$
|
20.63
|
|
|
$
|
14.37
|
|
|
$
|
18.28
|
|
|
$
|
14.79
|
|
Number of shares outstanding
|
|
|
283,909
|
|
|
|
293,769
|
|
|
|
276,507
|
|
|
|
278,721
|
|
|
|
276,557
|
|
S-6
RISK
FACTORS
Before you decide to invest, you should be aware that
investment in our common stock carries various risks, including
those described that could have a material adverse effect on our
business, financial position, results of operations and cash
flows. We urge you to carefully consider these risk factors,
together with all of the other information included and
incorporated by reference in this prospectus supplement, before
you decide to invest. In addition, in our
Form 10-K
incorporated herein by reference we identify other factors that
could affect our business.
Risks
Relating to our Indebtedness
Our
substantial indebtedness and significant financial commitments
could adversely affect our operations and financial results and
impact our ability to satisfy our obligations.
As of March 31, 2009, we had approximately
$14.4 billion of indebtedness. After giving effect to this
offering and the offering of the new senior secured notes and
the use of proceeds here from and therefrom as described under
Use of Proceeds (assuming the tender offers
described therein are fully subscribed) as if they had occurred
on March 31, 2009, we would have had approximately
$13.4 billion of indebtedness. Other than the amounts used
to repay temporarily the outstanding balance of the senior
credit facility from the proceeds of this offering and the new
senior secured notes offering, we have no other existing sources
of borrowing availability.
As of December 31, 2008, we had approximately
$2.8 billion of financial commitments and estimated capital
expenditures in 2009, excluding commitments under employment,
entertainment and other operational agreements. Our substantial
indebtedness and significant financial commitments could have
important negative consequences, including:
|
|
|
|
|
increasing our exposure to general adverse economic and industry
conditions;
|
|
|
|
limiting our flexibility in planning for, or reacting to,
changes in our business and industry;
|
|
|
|
limiting our ability to borrow additional funds; and
|
|
|
|
placing us at a competitive disadvantage compared to other less
leveraged competitors.
|
Current
economic conditions adversely impact our ability to service or
refinance our indebtedness and to make planned
expenditures.
Our ability to make payments on, and to refinance, our
indebtedness and to fund planned or committed capital
expenditures and investments in joint ventures, such as
CityCenter, depends on our ability to generate cash flow in the
future and our ability to borrow under our senior credit
facility to the extent of available borrowings. If adverse
regional and national economic conditions persist, worsen, or
fail to improve significantly, we could experience decreased
revenues from our operations attributable to decreases in
consumer spending levels and could fail to generate sufficient
cash to fund our liquidity needs or fail to satisfy the
financial and other restrictive covenants which we are subject
to under our indebtedness. We cannot provide assurance that our
business will generate sufficient cash flow from operations or
that future borrowings will be available to us under our senior
credit facility in an amount sufficient to enable us to pay our
indebtedness or to fund our other liquidity needs.
In addition, our senior credit facility matures in October 2011.
Our ability to timely refinance and replace that facility will
depend upon the foregoing as well on continued and sustained
improvements in financing markets. If we are unable to refinance
our debt on a timely basis we might be forced to seek additional
financing, dispose of certain assets, minimize capital
expenditures or seek to refinance some or all of our debt. There
is no assurance that any of these alternatives would be
available to us, if at all, on satisfactory terms, on terms that
would not be disadvantageous to common stock holders or on terms
that would not require us to breach the terms and conditions of
our existing or future debt agreements.
S-7
Our
new senior secured notes will be, and our 13% senior
secured notes due 2013 are, subject to a change of control
provision, and we may not have the ability to raise the funds
necessary to fulfill our obligations under the notes following a
change of control.
We may not have the ability to raise the funds necessary to
fulfill our obligations under our new senior secured notes and
our 13% Senior Secured Notes due 2013 following a
change of control, as defined in the indentures
governing those respective series of notes. Under such
indentures, upon the occurrence of a change of
control, we are required to offer to repurchase all of the
notes. However, we may not have sufficient funds at the time of
the change of control to make the required repurchase of the
notes. Our failure to make or complete a change of control offer
would place us in default under the indenture governing such
notes and if not otherwise waived or cured, could result in a
cross-default under our outstanding debt and could accelerate
the maturity of such outstanding debt. In addition, if a change
of control, as defined in the senior credit facility, occurs,
then our ability to borrow under the senior credit facility may
be terminated at the election of the lenders under the senior
credit facility. As we have historically relied on access to
credit facilities to fund capital expenditures and for other
general corporate purposes, any termination of commitments under
our senior credit facility could adversely affect our financial
situation and our ability to conduct our business.
The definitions of a change of control in the applicable
indentures and our senior credit facility are tied in large part
to Tracindas ownership of our common stock, all of which
is pledged as collateral to the lenders under Tracindas
bank credit facility. We cannot assure you that Tracinda will
continue to maintain the requisite level of ownership in the
future not to trigger the change of control provisions.
Risks
Related to the Offering
The
price at which our common stock may trade in the public market
after this offering may be lower than the offering price, and
our stock price may be volatile.
The price at which the shares of our common stock may trade in
the public market after this offering may be lower than the
price at which they are sold in this offering. The market price
of our common stock may fluctuate based on a number of factors,
including: general macroeconomic conditions; tourism trends,
particularly in light of the current global economic downturn;
our operating performance and the performance of our competitors
and other similar companies; the publics reaction to our
press releases, our other public announcements and our filings
with the Commission; changes in earnings estimates or
recommendations by research analysts who track our common stock
or the stocks of other companies in our industry; changes in the
capital markets or actual or perceived general economic
conditions; the number of our publicly traded shares; the
arrival or departure of key personnel; our leverage and debt
service obligations and our perceived ability to meet those
obligations; matters affecting, or actions taken by, our
principal stockholder, Tracinda Corporation; changes in gaming
laws or regulations; the impact that a terrorist attack, a
natural disaster or an outbreak of an infectious disease, such
as avian flu or swine flu, may have on the travel and leisure
industry; acquisitions, strategic alliances or joint ventures
involving us or our competitors; and other developments
affecting us, our industry or our competitors.
In addition, as has recently been evident in the current turmoil
in the global financial markets, the present economic slowdown
and the uncertainty over its breadth, depth and duration, the
entire public equity market can experience sudden and sharp
price swings. The trading price of our common stock has been,
and may continue to be, subject to wide fluctuations.
Furthermore, the recent stock market volatility may not
correlate in a predictable way with the operating performance of
traded companies. These broad market fluctuations may adversely
affect the price of our common stock, regardless of our
operating performance, and such fluctuations may be as a result
of factors that are beyond our control.
Tracinda
Corporation owns a significant amount of our common stock and
may have interests that differ from those of other holders of
our common stock.
Tracinda Corporation beneficially owned approximately 54% of our
outstanding common stock as of May 11, 2009. Following the
consummation of this offering, assuming Tracinda purchases the
entire amount made available to it, Tracinda will beneficially
own approximately 39% of our outstanding common stock
S-8
(without taking into account the underwriters
over-allotment option). In addition to the pledge of all of the
shares it owned prior to this offering under its bank credit
facility, Tracinda will pledge all of the shares of our common
stock it purchases in this offering under its bank credit
facility, subject to gaming and regulatory approval. In
addition, Tracinda may be required in the future under its bank
credit facility to liquidate some or all of such pledged shares
if the value of the collateral falls below a specified level.
See Underwriting. Any such liquidation could
adversely affect the price at which shares of our common stock
trades in the public market. Additionally, such a liquidation
may trigger a change of control under certain of the
instruments governing our outstanding indebtedness, including
the new senior secured notes. Upon a change of control, the
lenders obligation to make advances under our senior
credit facility may be terminated at the option of the lenders.
In light of Tracindas ownership, it currently has had the
ability to elect our entire board of directors and, except as
otherwise provided by law, to approve or disapprove other
matters that may be submitted to a vote of the stockholders.
Even after the completion of this offering, Tracinda will
continue to exercise significant influence over the Company as a
result of its significant ownership of our outstanding common
stock. As a result, actions requiring stockholder approval that
may be supported by the other stockholders, including a merger
or sale of our assets or the issuance of a significant number of
additional shares of our common stock to finance acquisitions or
other growth opportunities or to retire indebtedness, could be
effectively blocked by Tracinda Corporation.
Future
sales of our common stock by us, or by Tracinda, may depress the
price of our common stock.
We cannot predict whether future sales of our common stock or
the availability of shares for resale in the public market will
decrease the market price of our common stock. Any direct or
indirect sales of a substantial number of shares of common stock
in the public market or otherwise by us or by Tracinda
(including any sale of the shares pledged by Tracinda to the
lenders under its bank credit facility pursuant to the terms of
such bank credit facility) or the perception that such sales
might occur may cause the market price of our shares to decline.
The exercise by Infinity World Investments, LLC of its
contractual right to purchase such number of shares from the
Company needed for it to maintain its ownership percentage of
our outstanding common stock, and other issuances of our common
stock could have an adverse effect on the market price of our
common stock and may adversely affect the terms upon which we
may be able to obtain additional capital through the sale of
equity securities. In addition, future sales of our common stock
by us may be dilutive to existing stockholders.
Risks
Related to our Common Stock
You
may not receive dividends on the common stock.
Holders of our common stock are only entitled to receive such
dividends as our board of directors may declare out of funds
legally available for such payments. We have not paid dividends
on our common stock since March 1, 2000. In addition, the
indenture governing our 13% senior secured notes due 2013
as well as the senior credit agreement for our senior credit
facility limit, and the indenture governing our new senior
secured notes will limit, our ability to pay dividends on our
common stock. Although our board of directors periodically
reviews our policy with respect to dividends, we intend to
retain our earnings to fund the operation of our business, to
service and repay our debt, and to fund our other liquidity
needs.
The
common stock is equity and is subordinate to our existing and
future indebtedness.
Shares of common stock are equity interests in us and do not
constitute indebtedness. As such, shares of the common stock
will rank junior to all of our indebtedness, any preferred stock
we may issue and to other non-equity claims against us and our
assets available to satisfy claims against us, including in our
liquidation.
S-9
Risks
Related to our Business
There
is substantial doubt about our ability to continue as a going
concern.
Our independent registered public accounting firm issued an
opinion on our December 31, 2008 consolidated financial
statements that states that the consolidated financial
statements were prepared assuming we will continue as a going
concern and further states that our belief at the time that we
would not be in compliance with the financial covenants under
our senior credit facility during 2009 and the uncertainty
regarding our ability to fulfill our financial commitments as
they become due raise substantial doubt about our ability to
continue as a going concern.
While we believe that this offering, the offering of the new
senior secured notes and Amendment No. 6 to our senior
credit facility, by eliminating certain financial covenants and
providing us with liquidity to address near term maturities of
indebtedness sufficiently address the factors which gave rise to
the substantial doubt about our ability to continue as a going
concern, we can provide no assurance that we will be able to
continue to comply with the terms of our senior credit facility
or that we will be able to obtain further amendments or waivers
to the extent necessary.
Apart from this offering and the senior secured notes offering,
we may evaluate the possibility of transactions, such as
disposing of certain assets and raising additional debt and/or
equity capital. However, there can be no assurance that we will
be successful in achieving our objective or that the achievement
of any such objectives will not have a dilutive effect on the
holders of our common stock.
Our
casinos in Las Vegas and elsewhere are destination resorts that
compete with other destination travel locations throughout the
United States and the world.
We do not believe that our competition is limited to a
particular geographic area, and gaming operations in other
states or countries could attract our customers. To the extent
that new casinos enter our markets or hotel room capacity is
expanded by others in major destination locations, competition
will increase. Major competitors, including new entrants, have
either recently expanded their hotel room capacity or are
currently expanding their capacity or constructing new resorts
in Las Vegas. Also, the growth of gaming in areas outside Las
Vegas, including California, has increased the competition faced
by our operations in Las Vegas and elsewhere. In particular, as
large scale gaming operations in Native American tribal lands
has increased, particularly in California, competition has
increased.
The
ownership and operation of gaming facilities are subject to
extensive federal, state and local laws, regulations and
ordinances, which are administered by the relevant regulatory
agencies in each jurisdiction.
Although laws, regulations and ordinances governing the
ownership and operation of gaming facilities vary from
jurisdiction to jurisdiction, they generally concern the
responsibility, financial stability and character of the owners
and managers of gaming operations as well as persons financially
interested or involved in gaming operations. As such, our gaming
regulators can require us to disassociate ourselves from
suppliers or business partners found unsuitable by the
regulators. In addition, unsuitable activity on our part or on
the part of our domestic or foreign unconsolidated affiliates in
any jurisdiction could have a negative impact on our ability to
continue operating in other jurisdictions. For a summary of
gaming regulations that affect our business, see
Regulation and Licensing. The regulatory environment
in any particular jurisdiction may change in the future and any
such change could have a material adverse effect on our results
of operations. In addition, we are subject to various gaming
taxes, which are subject to possible increase at any time.
Our
business is affected by economic and market conditions in the
markets in which we operate and in the locations our customers
reside.
Bellagio, MGM Grand Las Vegas, Mandalay Bay and The Mirage are
particularly affected by economic conditions in the Far East,
and all of our Nevada resorts are affected by economic
conditions in the United States, and California in particular. A
recession, economic slowdown or other economic issues affecting
consumers is likely to cause a reduction in visitation to our
resorts, which would adversely affect our operating
S-10
results. For example, the current recession and the downturn in
consumer spending and economic conditions has had a negative
impact on our results of operations. In addition, the weak
housing and real estate market both generally and in
Nevada particularly has negatively impacted
CityCenters ability to sell residential units.
Certain
of our casino properties are located in areas that may be
subject to extreme weather conditions, including, but not
limited to, hurricanes.
Such extreme weather conditions may interrupt our operations,
damage our properties, and reduce the number of customers who
visit our facilities in such areas. Although we maintain both
property and business interruption insurance coverage for
certain extreme weather conditions, such coverage is subject to
deductibles and limits on maximum benefits, including limitation
on the coverage period for business interruption, and we cannot
assure you that we will be able to fully insure such losses or
fully collect, if at all, on claims resulting from such extreme
weather conditions. Furthermore, such extreme weather conditions
may interrupt or impede access to our affected properties and
may cause visits to our affected properties to decrease for an
indefinite period.
We are
a large consumer of electricity and other energy and, therefore,
higher energy prices may have an adverse affect on our results
of operations.
Accordingly, increases in energy costs, such as those
experienced in 2007 and 2008, may have a negative impact on our
operating results. Additionally, higher energy and gasoline
prices may result in reduced visitation to our resorts and a
reduction in our revenues.
Many
of our customers travel by air. As a result, the cost and
availability of air service and the impact of any events which
disrupt air travel can affect our business.
We cannot control the number or frequency of flights into or out
of Las Vegas, but we rely on air traffic for a significant
portion or our visitors. Reductions in flights by major
airlines, such as those implemented in 2008 as a result of
higher fuel prices and lower demand, can impact the number of
visitors to our resorts. Additionally, there is one principal
interstate highway between Las Vegas and Southern California,
where a large number of our customers reside. Capacity
constraints of that highway or any other traffic disruptions may
also affect the number of customers who visit our facilities.
Leisure
and business travel, especially travel by air, are particularly
susceptible to global geopolitical events, such as terrorist
attacks or acts of war or hostility.
Global geopolitical events can create economic and political
uncertainties that could adversely impact our business levels.
Furthermore, although we have been able to purchase some
insurance coverage for certain types of terrorist acts,
insurance coverage against loss or business interruption
resulting from war and some forms of terrorism continues to be
unavailable.
Our
CityCenter joint venture involves significant
risks.
The development and ultimate operation of CityCenter is subject
to unique risk given the scope of the development and financing
requirements placed on us and our partner, Infinity World. If we
or our partner are unable to meet our funding requirements or if
CityCenters $1.8 billion senior secured credit
facility is terminated for any reason, such event could cause
the development of CityCenter to be delayed or suspended
indefinitely. Such an event could have adverse financial
consequences to us. In addition, the operation of a joint
venture is subject to inherent risk due to the shared nature of
the enterprise and the need to reach agreement of material
matters.
Our
joint venture in Macau S.A.R. involves significant
risks.
The operation of MGM Grand Macau, 50% owned by us, is subject to
unique risks, including risks related to: (a) Macaus
regulatory framework; (b) our ability to adapt to the
different regulatory and gaming
S-11
environment in Macau while remaining in compliance with the
requirements of the gaming regulatory authorities in the
jurisdictions in which we currently operate, as well as other
applicable federal, state, or local laws in the United States
and Macau; (c) potential political or economic instability;
and (d) the extreme weather conditions in the region.
Furthermore, such operations in Macau or any future operations
in which we may engage in any other foreign territories are
subject to risk pertaining to international operations. These
may include financial risks, such as foreign economy, adverse
tax consequences, and inability to adequately enforce our
rights. These may also include regulatory and political risks,
such as foreign government regulations, general geopolitical
risks such as political and economic instability, hostilities
with neighboring counties, and changes in diplomatic and trade
relationships.
Our
plans for future construction can be affected by a number of
factors, including time delays in obtaining necessary
governmental permits and approvals and legal
challenges.
We may make changes in project scope, budgets and schedules for
competitive, aesthetic or other reasons, and these changes may
also result from circumstances beyond our control. These
circumstances include weather interference, shortages of
materials and labor, work stoppages, labor disputes, unforeseen
engineering, environmental or geological problems, and
unanticipated cost increases. Any of these circumstances could
give rise to delays or cost overruns. Major expansion projects
at our existing resorts can also result in disruption of our
business during the construction period.
A
significant portion of our labor force is covered by collective
bargaining agreements.
Approximately 30,000 of our 61,000 employees are covered by
collective bargaining agreements. A prolonged dispute with the
covered employees could have an adverse impact on our
operations. In addition, wage and or benefit increases resulting
from new labor agreements may be significant and could also have
an adverse impact on our results of operations. The collective
bargaining agreement covering approximately 4,000 employees
at MGM Grand Las Vegas expired in 2008. We have signed an
extension of such agreement and are currently negotiating a new
agreement.
S-12
USE OF
PROCEEDS
We plan to use the net proceeds from this offering of our common
stock (approximately $960.1 million, or approximately
$1,103.9 million if the over-allotment option is fully
exercised, after giving effect to discounts, commissions and
offering expenses), together with the net proceeds from the
concurrent offering of the new senior secured notes
(approximately $1,420.1 million after giving effect to
discounts, commissions and offering expenses) to (i) repay
a portion of the outstanding amount under our senior credit
facility, including a permanent prepayment of $750 million
from the net proceeds of the new senior secured notes;
(ii) redeem all of the 7.25% Senior Debentures due
2017 of Mirage Resorts, Incorporated; (iii) purchase all of
our 6.0% Senior Notes due 2009 and all of the
6.50% Senior Notes due 2009 of Mandalay Resort Group
tendered in the pending tender offers; and (iv) for general
corporate purposes.
The senior credit facility matures on October 3, 2011 and
bore interest at 4.75% as of March 31, 2009. As of
March 31, 2009, there was approximately $6.6 billion
outstanding under the senior credit facility, $100 million
of outstanding 7.25% senior debentures due 2017,
$226.3 million of outstanding 6.5% senior notes due
2009, and $820.0 million of outstanding 6.0% senior
notes due 2009.
Affiliates of Merrill Lynch, Pierce, Fenner & Smith
Incorporated and ABN Amro Incorporated are joint lead arrangers
for our senior credit facility, and affiliates of the
underwriters are lenders under our senior credit facility. These
affiliates will receive their respective share of repayment of
amounts outstanding under the credit facility from the proceeds
of this offering, which repayment is expected to constitute more
than 10% of the proceeds of the offering.
S-13
CAPITALIZATION
The following table sets forth our unaudited consolidated
capitalization as of March 31, 2009 on a historical basis
and on an as adjusted basis to give effect to this offering
(without giving effect to any over-allotment option that may be
exercised), the private placement of the new senior notes, and
the application of the proceeds therefrom as described in
Use of Proceeds. The information presented in the
table below should be read in conjunction with Use of
Proceeds and Summary Consolidated Financial
Data included elsewhere in this prospectus supplement as
well as the consolidated historical financial statements and
notes thereto incorporated in this prospectus supplement by
reference.
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2009
|
|
|
|
Actual
|
|
|
As Adjusted
|
|
|
|
(in millions)
|
|
Cash and cash equivalents
|
|
$
|
1,365.6
|
|
|
$
|
1,365.6
|
|
|
|
|
|
|
|
|
|
|
Long-term debt (including current maturities)(1):
|
|
|
|
|
|
|
|
|
MGM MIRAGE:
|
|
|
|
|
|
|
|
|
Senior credit facility
|
|
$
|
6,606.9
|
|
|
$
|
5,348.5
|
|
New senior secured notes
|
|
|
|
|
|
|
1,459.1
|
|
6.00% senior notes due 2009, net(2)
|
|
|
820.6
|
|
|
|
|
|
8.50% senior notes due 2010, net
|
|
|
781.3
|
|
|
|
781.3
|
|
8.375% senior subordinated notes due 2011
|
|
|
400.0
|
|
|
|
400.0
|
|
6.75% senior notes due 2012
|
|
|
544.7
|
|
|
|
544.7
|
|
6.75% senior notes due 2013
|
|
|
484.2
|
|
|
|
484.2
|
|
13.00% senior secured notes due 2013, net
|
|
|
701.3
|
|
|
|
701.3
|
|
5.875% senior notes due 2014, net
|
|
|
507.4
|
|
|
|
507.4
|
|
6.625% senior notes due 2015, net
|
|
|
878.6
|
|
|
|
878.6
|
|
6.875% senior notes due 2016
|
|
|
242.9
|
|
|
|
242.9
|
|
7.50% senior notes due 2016
|
|
|
732.7
|
|
|
|
732.7
|
|
7.625% senior notes due 2017
|
|
|
743.0
|
|
|
|
743.0
|
|
Mirage Resorts, Incorporated:
|
|
|
|
|
|
|
|
|
7.25% senior debentures due 2017, net
|
|
|
85.8
|
|
|
|
|
(3)
|
Mandalay Resort Group:
|
|
|
|
|
|
|
|
|
6.50% senior notes due 2009, net(4)
|
|
|
226.6
|
|
|
|
|
|
9.375% senior subordinated notes due 2010, net
|
|
|
304.1
|
|
|
|
304.1
|
|
6.375% senior notes due 2011, net
|
|
|
129.3
|
|
|
|
129.3
|
|
7.625% senior subordinated debentures due 2013, net
|
|
|
153.8
|
|
|
|
153.8
|
|
Floating rate convertible senior debentures due 2033
|
|
|
8.5
|
|
|
|
8.5
|
|
7.00% debentures due 2036, net
|
|
|
0.6
|
|
|
|
0.6
|
|
6.70% debentures due 2096
|
|
|
4.3
|
|
|
|
4.3
|
|
Other notes
|
|
|
3.9
|
|
|
|
3.9
|
|
|
|
|
|
|
|
|
|
|
Total long-term debt (including current maturities)
|
|
|
14,360.5
|
|
|
|
13,428.2
|
|
Stockholders Equity:
|
|
|
|
|
|
|
|
|
Common stock, $.01 par value: authorized
600,000,000 shares; issued 369,334,372 shares;
outstanding 276,557,345 shares; as adjusted issued and
outstanding 419,557,345 shares
|
|
|
3.7
|
|
|
|
4.2
|
|
Capital in excess of par value
|
|
|
4,027.3
|
|
|
|
3,333.7
|
|
Treasury stock, at cost (92,777,027 shares; as
adjusted shares)
|
|
|
(3,356.0
|
)
|
|
|
|
|
Retained earnings
|
|
|
3,470.3
|
|
|
|
1,739.7
|
|
Accumulated other comprehensive loss
|
|
|
(55.1
|
)
|
|
|
(55.1
|
)
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
4,090.2
|
|
|
|
5,022.5
|
|
|
|
|
|
|
|
|
|
|
Total capitalization
|
|
$
|
18,450.7
|
|
|
$
|
18,450.7
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
All of the outstanding long-term
debt identified in this table are the joint and several
obligations of MGM MIRAGE and its subsidiary guarantors.
|
|
(2)
|
Assumes 100% of our senior notes
dues 2009 are purchased in the tender offer. In the event less
than 100% of our 6.0% senior notes are purchased in the
tender offer, we will use the excess proceeds to repay revolving
loans outstanding under our senior credit facility.
|
|
(3)
|
The 7.25% senior debentures due
2017 will be redeemed at a redemption price of approximately
$1,295 per $1,000 of principal amount of such debentures.
|
|
(4)
|
Assumes 100% of the Mandalay Resort
Group 6.50% senior notes due 2009 are purchased in the
tender offer. In the event less than 100% of the Mandalay Resort
Group 6.50% senior notes dues 2009 are purchased in the
tender offer, we will use the excess proceeds to repay revolving
loans outstanding under our senior credit facility.
|
S-14
REGULATION AND
LICENSING
The gaming industry is highly regulated, and we must maintain
our licenses and pay gaming taxes to continue our operations.
Each of our casinos is subject to extensive regulation under the
laws, rules and regulations of the jurisdiction where it is
located. These laws, rules and regulations generally concern the
responsibility, financial stability and character of the owners,
managers, and persons with financial interest in the gaming
operations. Violations of laws in one jurisdiction could result
in disciplinary action in other jurisdictions.
Nevada
Government Regulation
The ownership and operation of our casino gaming facilities in
Nevada are subject to the Nevada Gaming Control Act and the
regulations promulgated thereunder (collectively, the
Nevada Act) and various local regulations. Our
gaming operations are subject to the licensing and regulatory
control of the Nevada Gaming Commission (the Nevada
Commission), the Nevada State Gaming Control Board (the
Nevada Board) and various county and city licensing
agencies (the local authorities). The Nevada
Commission, the Nevada Board, and the local authorities are
collectively referred to as the Nevada Gaming
Authorities.
We, along with Mirage Resorts, Incorporated and Mandalay, are
required to be registered by the Nevada Commission as publicly
traded corporations (collectively, the registered
corporations) and as such, each of us is required
periodically to submit detailed financial and operating reports
to the Nevada Commission and furnish any other information that
the Nevada Commission may require. No person may become a
stockholder or member of, or receive any percentage of profits
from the licensed subsidiaries without first obtaining licenses
and approvals from the Nevada Gaming Authorities. Additionally,
local authorities have taken the position that they have the
authority to approve all persons owning or controlling the stock
of any corporation controlling a gaming licensee. The registered
corporations and the subsidiaries have obtained from the Nevada
Gaming Authorities the various registrations, approvals, permits
and licenses required in order to engage in gaming activities in
Nevada.
Any beneficial holder of our voting securities, regardless of
the number of shares owned, may be required to file an
application, be investigated, and have his or her suitability as
a beneficial holder of the voting securities determined if the
Nevada Commission has reason to believe that such ownership
would otherwise be inconsistent with the declared policies of
the State of Nevada. The applicant must pay all costs of
investigation incurred by the Nevada Gaming Authorities in
conducting any such investigation.
The Nevada Act requires any person who acquires more than 5% of
any class of our voting securities to report the acquisition to
the Nevada Commission. The Nevada Act requires that beneficial
owners of more than 10% of any class of our voting securities
apply to the Nevada Commission for a finding of suitability
within thirty days after the Chairman of the Nevada Board mails
the written notice requiring such filing. Under certain
circumstances, an institutional investor as defined
in the Nevada Act, which acquires more than 10% but not more
than 15% of any class of our voting securities, may apply to the
Nevada Commission for a waiver of such finding of suitability if
such institutional investor holds the voting securities for
investment purposes only.
An institutional investor will be deemed to hold voting
securities for investment purposes if it acquires and holds the
voting securities in the ordinary course of business as an
institutional investor and not for the purpose of causing,
directly or indirectly, the election of a majority of the
members of our board of directors, any change in our corporate
charter, bylaws, management, policies or operations or any of
our gaming affiliates, or any other action that the Nevada
Commission finds to be inconsistent with holding our voting
securities for investment purposes only. Activities that are not
deemed to be inconsistent with holding voting securities for
investment purposes only include:
|
|
|
|
|
voting on all matters voted on by stockholders;
|
|
|
|
making financial and other inquiries of management of the type
normally made by securities analysts for informational purposes
and not to cause a change in its management, policies or
operations; and
|
|
|
|
such other activities as the Nevada Commission may determine to
be consistent with such investment intent.
|
S-15
If the beneficial holder of voting securities who must be found
suitable is a corporation, partnership or trust, it must submit
detailed business and financial information including a list of
beneficial owners. The applicant is required to pay all costs of
investigation.
Any person who fails or refuses to apply for a finding of
suitability or a license within 30 days after being ordered
to do so by the Nevada Commission or the Chairman of the Nevada
Board may be found unsuitable. The same restrictions apply to a
record owner if the record owner, after request, fails to
identify the beneficial owner. Any stockholder found unsuitable
and who holds, directly or indirectly, any beneficial ownership
of our common stock beyond such period of time as may be
prescribed by the Nevada Commission may be guilty of a criminal
offense. We will be subject to disciplinary action if, after we
receive notice that a person is unsuitable to be a stockholder
or to have any other relationship with us or a licensed
subsidiary, we or any of the licensed subsidiaries:
|
|
|
|
|
pays that person any dividend or interest upon any of our voting
securities;
|
|
|
|
allows that person to exercise, directly or indirectly, any
voting right conferred through securities held by that person,
|
|
|
|
pays remuneration in any form to that person for services
rendered or otherwise, or
|
|
|
|
fails to pursue all lawful efforts to require such unsuitable
person to relinquish his or her voting securities including if
necessary, the immediate purchase of the voting securities for
cash at fair market value.
|
We are required to maintain a current stock ledger in Nevada
that may be examined by the Nevada Gaming Authorities at any
time. If any securities are held in trust by an agent or by a
nominee, the record holder may be required to disclose the
identity of the beneficial owner to the Nevada Gaming
Authorities. A failure to make such disclosure may be grounds
for finding the record holder unsuitable. We are also required
to render maximum assistance in determining the identity of the
beneficial owner. The Nevada Commission has the power to require
the registered corporations stock certificates to bear a
legend indicating that such securities are subject to the Nevada
Act. However, to date, the Nevada Commission has not imposed
such a requirement on the registered corporations.
The registered corporations may not make a public offering of
any securities without the prior approval of the Nevada
Commission if the securities or the proceeds therefrom are
intended to be used to construct, acquire or finance gaming
facilities in Nevada, or to retire or extend obligations
incurred for those purposes or for similar purposes. An
approval, if given, does not constitute a finding,
recommendation or approval by the Nevada Commission or the
Nevada Board as to the accuracy or adequacy of the prospectus or
the investment merits of the securities. Any representation to
the contrary is unlawful.
On July 26, 2007, the Nevada Commission granted the
registered corporations prior approval to make public offerings
for a period of two years, subject to certain conditions (the
shelf approval). The shelf approval also includes
approval for the registered corporations to place restrictions
on the transfer of any equity security issued by the licensed
subsidiaries and to enter into agreements not to encumber such
securities, pursuant to any public offering made under the shelf
approval. However, the shelf approval may be rescinded for good
cause without prior notice upon the issuance of an interlocutory
stop order by the Chairman of the Nevada Board. The shelf
approval does not constitute a finding, recommendation or
approval by the Nevada Commission or the Nevada Board as to the
accuracy or adequacy of the prospectus or other disclosure
document by which securities are offered or the investment
merits of the securities offered. Any representation to the
contrary is unlawful. This offering of shares of common stock is
being made under the shelf approval. We received a similar
three-year approval from the Mississippi Gaming Commission
effective June 23, 2006. We anticipate the waiver to be
renewed for an additional three-year term effective
June 23, 2009. This offering will be made pursuant to such
approvals. These prior approvals do not constitute a finding,
recommendation or approval by the Nevada Gaming Commission, the
Nevada Gaming Control Board or the Mississippi Gaming Commission
as to the accuracy or adequacy of this offering memorandum, or
the investment merits of the notes. Any representation to the
contrary is unlawful.
S-16
Changes in control of the registered corporations through
merger, consolidation, stock or asset acquisitions, management
or consulting agreements, or any act or conduct by a person
whereby he or she obtains control, may not occur without the
prior approval of the Nevada Commission. Entities seeking to
acquire control of a registered corporation must satisfy the
Nevada Board and the Nevada Commission concerning a variety of
stringent standards prior to assuming control of the registered
corporation. The Nevada Commission may also require controlling
stockholders, officers, directors and other persons having a
material relationship or involvement with the entity proposing
to acquire control to be investigated and licensed as part of
the approval process relating to the transaction.
The Nevada legislature has declared that some corporate
acquisitions opposed by management, repurchases of voting
securities and corporate defensive tactics affecting Nevada
gaming licensees, and registered corporations that are
affiliated with those operations, may be injurious to stable and
productive corporate gaming. The Nevada Commission has
established a regulatory scheme to ameliorate the potentially
adverse effects of these business practices upon Nevadas
gaming industry and to further Nevadas policy to:
|
|
|
|
|
assure the financial stability of corporate gaming operators and
their affiliates;
|
|
|
|
preserve the beneficial aspects of conducting business in the
corporate form; and
|
|
|
|
promote a neutral environment for the orderly governance of
corporate affairs.
|
Approvals are, in certain circumstances, required from the
Nevada Commission before we can make exceptional repurchases of
voting securities above the current market price and before a
corporate acquisition opposed by management can be consummated.
The Nevada Act also requires prior approval of a plan of
recapitalization proposed by a registered corporations
board of directors in response to a tender offer made directly
to the registered corporations stockholders for the
purpose of acquiring control of that corporation.
Our businesses are subject to various federal, state and local
laws and regulations in addition to gaming regulations. These
laws and regulations include, but are not limited to,
restrictions and conditions concerning alcoholic beverages,
environmental matters, employees, currency transactions,
taxation, zoning and building codes, and marketing and
advertising. Such laws and regulations could change or could be
interpreted differently in the future, or new laws and
regulations could be enacted. Material changes, new laws or
regulations, or material differences in interpretations by
courts or governmental authorities could adversely affect our
operating results.
Illinois
Government Regulation
In addition, on May 7, 2009, Illinois Speaker of the House
Michael Madigan introduced HB4450, which if it becomes law will
create the Officials and Employees Termination Act of 2009. The
current form of this bill provides that many Illinois employees
and governmental officials, including each of the Illinois
Boards members and its senior staff, will be terminated
from their positions upon the enactment of such Act. Although
HB4450 does not prevent these individuals from being
re-appointed to or employed in their former positions, there can
be no assurance this will occur. If HB4450 becomes law and some
or all of the current Illinois Board members and senior staff
are not re-appointed or re-hired, Grand Victoria may be
negatively impacted for a variety of reasons, including
potential inexperience of any new Illinois Board members and
senior staff, delays in considering new or existing matters
before the Illinois Board, or the Illinois Boards
inability to take action if it cannot achieve a quorum. The
Illinois General Assembly is expected to consider HB4450 prior
to its scheduled adjournment on May 31, 2009.
A more detailed description of the regulations to which we are
subject is contained in Exhibit 99.2 to the Annual Report
on
Form 10-K
for the year ending December 31, 2008.
S-17
PRICE RANGE OF
OUR COMMON STOCK
Our common stock is traded on the New York Stock Exchange under
the symbol MGM formerly our stock
trading symbol was MGG. The following table sets
forth, for the calendar quarters indicated, the high and low
sale prices of our common stock on the New York Stock Exchange
Composite Tape.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
2008
|
|
2007
|
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
First quarter
|
|
$
|
16.89
|
|
|
$
|
1.81
|
|
|
$
|
84.92
|
|
|
$
|
57.26
|
|
|
$
|
75.28
|
|
|
$
|
56.40
|
|
Second quarter
|
|
|
13.73
|
(1)
|
|
|
2.34
|
(1)
|
|
|
62.90
|
|
|
|
33.00
|
|
|
|
87.38
|
|
|
|
61.17
|
|
Third quarter
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
38.49
|
|
|
|
21.65
|
|
|
|
91.15
|
|
|
|
63.33
|
|
Fourth quarter
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
27.70
|
|
|
|
8.00
|
|
|
|
100.50
|
|
|
|
80.50
|
|
|
|
|
(1) |
|
Through May 13, 2009. |
S-18
UNDERWRITING
We intend to offer the shares of common stock through the
underwriters. Merrill Lynch, Pierce, Fenner & Smith
Incorporated is acting as the representative of the underwriters
named below. Subject to the terms and conditions described in an
underwriting agreement among us and the underwriters, we have
agreed to sell to the underwriters, and the underwriters
severally have agreed to purchase from us, the number of shares
listed opposite their names below.
|
|
|
|
|
|
|
Number
|
Underwriter
|
|
of Shares
|
|
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
|
|
|
28,600,000
|
|
Deutsche Bank Securities Inc.
|
|
|
20,020,000
|
|
J.P. Morgan Securities Inc.
|
|
|
20,020,000
|
|
Morgan Stanley & Co. Incorporated
|
|
|
20,020,000
|
|
UBS Securities LLC
|
|
|
20,020,000
|
|
ABN AMRO Incorporated
|
|
|
8,580,000
|
|
BNP Paribas Securities Corp.
|
|
|
8,580,000
|
|
Daiwa Securities America Inc.
|
|
|
8,580,000
|
|
Barclays Capital Inc.
|
|
|
2,860,000
|
|
Citigroup Global Markets Inc.
|
|
|
2,860,000
|
|
Wachovia Capital Markets, LLC
|
|
|
2,860,000
|
|
|
|
|
|
|
Total
|
|
|
143,000,000
|
|
|
|
|
|
|
The underwriters have agreed to purchase all of the shares sold
under the underwriting agreement if any of these shares are
purchased. If an underwriter defaults, the underwriting
agreement provides that the purchase commitments of the
nondefaulting underwriters may be increased or the underwriting
agreement may be terminated.
We have agreed to indemnify the underwriters against certain
liabilities, including liabilities under the Securities Act of
1933, or to contribute to payments the underwriters may be
required to make in respect of those liabilities.
The underwriters are offering the shares, subject to prior sale,
when, as and if issued to and accepted by them, subject to
approval of legal matters by their counsel and other conditions
contained in the underwriting agreement, such as the receipt by
the underwriters of officers certificates and legal
opinions. The underwriters reserve the right to withdraw, cancel
or modify offers to the public and to reject orders in whole or
in part.
Commissions
and Discounts
The representative has advised us that the underwriters propose
initially to offer the shares to the public at the initial
public offering price on the cover page of this prospectus
supplement and to dealers at that price less a concession not in
excess of $0.17 per share. After the initial public offering,
the public offering price and concession may be changed.
The following table shows the public offering price,
underwriting discount and proceeds, before expenses, to us. The
information assumes either no exercise or full exercise by the
underwriters of their overallotment option.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Share
|
|
Without Option
|
|
With Option
|
|
Public offering price
|
|
$
|
7.0000
|
|
|
|
$1,001,000,000
|
|
|
|
$1,151,150,000
|
|
Underwriting discount(1)
|
|
$
|
0.2975
|
|
|
|
$38,288,250
|
|
|
|
$44,669,625
|
|
Proceeds, before expenses, to us
|
|
$
|
6.7025
|
|
|
|
$962,711,750
|
|
|
|
$1,106,480,375
|
|
|
|
|
(1) |
|
We have directed the underwriters to reserve up to
14.3 million shares of common stock for sale to Tracinda
Corporation which, as of May 11, 2009, beneficially owned
approximately 149 million shares, or approximately 54%, of the
then outstanding shares of our common stock. No underwriting
discount will apply with respect to such shares. |
S-19
The expenses of the offering, not including the underwriting
discount, are estimated at $2,625,000 and are payable by us.
Overallotment
Option
We have granted an option to the underwriters to purchase up to
21.45 million shares of additional common stock at the
public offering price on the cover page of this prospectus
supplement less the underwriting discount. The underwriters may
exercise this option for 30 days from the date of this
prospectus supplement solely to cover any overallotments. If the
underwriters exercise this option, each will be obligated,
subject to conditions contained in the underwriting agreement,
to purchase a number of additional shares proportionate to that
underwriters initial amount reflected in the above table.
No Sales
of Similar Securities
We and our executive officers and directors and certain of our
existing stockholders have agreed, with exceptions, not to sell
or transfer any common stock for 60 days after the date of
this prospectus without first obtaining the written consent of
Merrill Lynch, Pierce, Fenner & Smith Incorporated.
Specifically, other than pursuant to customary exceptions, we
and these other individuals have agreed not to directly
|
|
|
|
|
offer, pledge, sell or contract to sell any common stock,
|
|
|
|
sell any option or contract to purchase any common stock,
|
|
|
|
purchase any option or contract to sell any common stock,
|
|
|
|
grant any option, right or warrant for the sale of any common
stock,
|
|
|
|
lend or otherwise dispose of or transfer any common stock,
|
|
|
|
request or demand that we file a registration statement related
to the common stock, or
|
|
|
|
enter into any swap or other agreement that transfers, in whole
or in part, the economic consequence of ownership of any common
stock whether any such swap or transaction is to be settled by
delivery of shares or other securities, in cash or otherwise.
|
This lockup provision applies to common stock and to securities
convertible into or exchangeable or exercisable for or repayable
with common stock. It also applies to common stock owned now or
acquired later by the person executing the agreement or for
which the person executing the agreement later acquires the
power of disposition.
New York
Stock Exchange Listing
The shares are listed on the New York Stock Exchange under the
symbol MGM.
FINRA
Regulations
We will be using substantially all of the net proceeds to repay
amounts outstanding under our credit facility, in which certain
of the underwriters participating in this offering are lenders.
Because more than ten percent of the net proceeds of the
offering may be paid to members or affiliates of members of the
Financial Industry Regulatory Authority (FINRA)
participating in the offering, the offering will be conducted in
accordance with applicable requirements of Rule 5110(h)(1)
and NASD Conduct Rule 2720 of FINRA. Because a bona fide
independent market exists for our common stock, FINRA does not
require that we use a qualified independent underwriter for this
offering, and compliance with these rules only requires the
disclosure set forth in this paragraph.
Price
Stabilization and Short Positions
Until the distribution of the shares is completed, the rules of
the Securities and Exchange Commission may limit underwriter and
selling group members from bidding for and purchasing our common
stock. However, the representatives may engage in transactions
that stabilize the price of the common stock, such as bids or
purchases to peg, fix or maintain that price.
If the underwriters create a short position in the common stock
in connection with this offering, i.e., if they sell more shares
than are listed on the cover of this prospectus supplement, the
representative may reduce
S-20
that short position by purchasing shares in the open market. The
representative may also elect to reduce any short position by
exercising all or part of the overallotment option described
above. Purchases of our common stock to stabilize its price or
to reduce a short position may cause the price of our common
stock to be higher than it might be in the absence of such
purchases.
Neither we nor any of the underwriters makes any representation
or prediction as to the direction or magnitude of any effect
that the transactions described above may have on the price of
our common stock. In addition, neither we nor any of the
underwriters makes any representation that the representatives
will engage in these transactions or that these transactions,
once commenced, will not be discontinued without notice.
Electronic
Distribution
In connection with the offering, certain of the underwriters or
securities dealers may distribute this prospectus supplement and
the accompanying prospectus by electronic means, such as
e-mail.
Certain of the underwriters may facilitate internet distribution
for this offering to certain of their respective internet
subscription customers. In addition, certain of the underwriters
may allocate a limited number of shares for sale to their
respective online brokerage customers. An electronic prospectus
supplement and the accompanying prospectus will be made
available on the internet website maintained by any such
underwriter. Other than this prospectus supplement and the
accompanying prospectus in electronic format, the information on
any such internet website is not part of this prospectus
supplement or the accompanying prospectus.
Other
Relationships
Certain of the underwriters and their respective affiliates have
provided, from time to time, and in the future may provide,
certain commercial banking, investment banking and financial
advisory services to us and our affiliates, for which they have
received, and in the future will receive, customary fees. In
addition, some of the underwriters and their affiliates may have
owned, currently own or may own, equity or equity-like
securities of us. Affiliates of Merrill Lynch, Pierce,
Fenner & Smith Incorporated and ABN Amro Incorporated
are joint lead arranger for our senior credit facility, and
affiliates of the underwriters are lenders under our senior
credit facility. These affiliates will receive their respective
share of repayment of amounts outstanding under the credit
facility from the proceeds of this offering, which repayment is
expected to constitute more than 10% of the proceeds of the
offering. An affiliate of Merrill Lynch, Pierce,
Fenner & Smith Incorporated is a lender to Tracinda
Corporation, one of our principal shareholders, and holds a
pledge of our shares owned by Tracinda Corporation. From time to
time, the underwriters or their affiliates have acted as lenders
or provided investment banking and advisory services to our
joint ventures, including CityCenter.
Selling
Restrictions
No action has been taken in any jurisdiction (except in the
United States) that would permit a public offering of the shares
of common stock, or the possession, circulation or distribution
of this prospectus supplement, the accompanying prospectus or
any other material relating to us or the shares where action for
that purpose is required. Accordingly, the shares may not be
offered or sold, directly or indirectly, and neither this
prospectus supplement, the accompanying prospectus nor any other
offering material or advertisements in connection with the
shares may be distributed or published, in or from any country
or jurisdiction except in compliance with any applicable rules
and regulations of any such country or jurisdiction.
Each of the underwriters may arrange to sell the shares offered
hereby in certain jurisdictions outside the United States,
either directly or through affiliates, where they are permitted
to do so.
European
Economic Area/United Kingdom
In relation to each Member State of the European Economic Area
(EEA) which has implemented the Prospectus
Directive, as defined below (each, a Relevant Member
State), an offer to the public of any shares which are the
subject of the offering contemplated by this prospectus
supplement may not be made in that Relevant Member State, except
that an offer to the public in that Relevant Member State of any
of the shares
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may be made at any time under the following exemptions under the
Prospectus Directive, if they have been implemented in that
Relevant Member State:
(a) to legal entities which are authorized or
regulated to operate in the financial markets or, if not so
authorized or regulated, whose corporate purpose is solely to
invest in securities;
(b) to any legal entity which has two or more of
(1) an average of at least 250 employees during the
last financial year; (2) a total balance sheet of more than
43,000,000 and (3) an annual net turnover of more
than 50,000,000, as shown in its last annual or
consolidated accounts;
(c) by the underwriters to fewer than 100 natural or
legal persons (other than qualified investors, as
defined in the Prospectus Directive) subject to obtaining the
prior consent of the representatives for any such offer; or
(d) in any other circumstances falling within
Article 3(2) of the Prospectus Directive;
provided that no such offer of the shares shall result in
a requirement for the publication by us or any underwriter of a
prospectus pursuant to Article 3 of the Prospectus
Directive.
Any person making or intending to make any offer within the EEA
of the shares which are the subject of the offering contemplated
in this prospectus supplement should only do so in circumstances
in which no obligation arises for us or any of the underwriters
to produce a prospectus for such offer. Neither we nor the
underwriters have authorized, or will authorize, the making of
any offer of the shares through any financial intermediary,
other than offers made by the underwriters which constitute the
final offering of the shares contemplated in this prospectus
supplement.
For the purposes of this provision and the buyers
representation below, the expression an offer to the
public in relation to the shares in any Relevant Member
State means the communication in any form and by any means of
sufficient information on the terms of the offer and the shares
to be offered so as to enable an investor to decide to purchase
the shares, as the same may be varied in that Relevant Member
State by any measure implementing the Prospectus Directive in
that Relevant Member State and the expression Prospectus
Directive means Directive 2003/71/EC and includes any
relevant implementing measure in each Relevant Member State.
Each person in a Relevant Member State who receives any
communication in respect of, or who acquires any of the shares
which are the subject of the offering contemplated by this
prospectus supplement under, the offers contemplated in this
prospectus supplement will be deemed to have represented,
warranted and agreed to and with each underwriter and us that:
(a) it is a qualified investor within the meaning of
the law in that Relevant Member State implementing
Article 2(1)(e) of the Prospectus Directive; and
(b) in the case of any shares acquired by it as a
financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, (i) the
shares acquired by it in the offering have not been acquired on
behalf of, nor have they been acquired with a view to their
offer or resale to, persons in any Relevant Member State other
than qualified investors, as defined in the
Prospectus Directive, or in circumstances in which the prior
consent of the representatives has been given to the offer or
resale; or (ii) where the shares have been acquired by it
on behalf of persons in any Relevant Member State other than
qualified investors, the offer of those shares to it is not
treated under the Prospectus Directive as having been made to
such persons.
Switzerland
NOTICE TO
PROSPECTIVE INVESTORS IN SWITZERLAND
This document as well as any other material relating to the
shares which are the subject of the offering contemplated by
this prospectus supplement (the Shares) do
not constitute an issue prospectus pursuant to Article 652a
of the Swiss Code of Obligations. The Shares will not be listed
on the SWX Swiss Exchange and, therefore, the documents relating
to the Shares, including, but not limited to, this document, do
not claim to comply with the disclosure standards of the listing
rules of SWX Swiss Exchange and corresponding prospectus schemes
annexed to the listing rules of the SWX Swiss Exchange.
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The Shares are being offered in Switzerland by way of a private
placement, i.e. to a small number of selected investors only,
without any public offer and only to investors who do not
purchase the Shares with the intention to distribute them to the
public. The investors will be individually approached by the
Issuer from time to time.
This document as well as any other material relating to the
Shares is personal and confidential and do not constitute an
offer to any other person. This document may only be used by
those investors to whom it has been handed out in connection
with the offering described herein and may neither directly nor
indirectly be distributed or made available to other persons
without express consent of the Issuer. It may not be used in
connection with any other offer and shall in particular not be
copied
and/or
distributed to the public in (or from) Switzerland.
Dubai
International Financial Centre
This prospectus supplement and the accompanying prospectus
relate to an exempt offer in accordance with the Offered
Securities Rules of the Dubai Financial Services Authority, or
the DFSA. It is intended for distribution only to persons of a
type specified in those rules. It must not be delivered to, or
relied on by, any other person. The DFSA has no responsibility
for reviewing or verifying any documents in connection with
exempt offers. The DFSA has not approved this document nor taken
steps to verify the information set out in it, and has no
responsibility for it. The shares which are the subject of the
offering contemplated by this prospectus supplement may be
illiquid
and/or
subject to restrictions on their resale. Prospective purchasers
of the shares offered should conduct their own due diligence on
the shares. If you do not understand the contents of this
prospectus supplement or the accompanying prospectus, you should
consult an authorized financial adviser.
Hong
Kong
The common stock may not be offered or sold by means of any
document other than (a) in circumstances that do not
constitute an offer to the public within the meaning of the
Companies Ordinance (Cap.32, Laws of Hong Kong), (b) to
professional investors within the meaning of the
Securities and Futures Ordinance (Cap.571, Laws of Hong Kong)
and any rules made thereunder or (c) in other circumstances
that do not result in the document being a
prospectus within the meaning of the Companies
Ordinance (Cap.32, Laws of Hong Kong), and no advertisement,
invitation or document relating to the common stock may be
issued or may be in the possession of any person for the purpose
of issue (in each case whether in Hong Kong or elsewhere), which
is directed at, or the contents of which are likely to be
accessed or read by, the public in Hong Kong (except if
permitted to do so under the laws of Hong Kong) other than with
respect to common stock that are or are intended to be disposed
of only to persons outside Hong Kong or only to
professional investors within the meaning of the
Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong)
and any rules made thereunder.
Japan
The common stock have not been and will not be registered under
the Financial Instruments and Exchange Law of Japan, as amended
(the FIEL), and each underwriter has agreed that it
will not offer or sell any common stock, directly or indirectly,
in Japan or to, or for the benefit of, any resident of Japan or
Japanese corporation, except pursuant to an exemption from the
registration requirements of, and otherwise in compliance with,
the FIEL and any other applicable laws, regulations and
ministerial guidelines of Japan.
Singapore
Neither this prospectus supplement nor the accompanying
prospectus has been registered as a prospectus with the Monetary
Authority of Singapore. Accordingly, this prospectus supplement
and the accompanying prospectus and any other document or
material in connection with the offer or sale, or invitation for
subscription or purchase, of the common stock may not be
circulated or distributed, nor may the common stock be offered
or sold, or be made the subject of an invitation for
subscription or purchase, whether directly or indirectly, to
persons in Singapore other than (a) to an institutional
investor under Section 274 of the Securities and Futures
Act, Chapter 289 of Singapore (SFA),
(b) to a relevant person, or any person pursuant to
Section 275(1A), and in accordance with the conditions,
specified in Section 275 of the SFA or (c) otherwise
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pursuant to, and in accordance with the conditions of, any other
applicable provision of the SFA. Where the common stock are
subscribed or purchased under Section 275 by a relevant
person that is (a) a corporation (which is not an
accredited investor) the sole business of which is to hold
investments and the entire share capital of which is owned by
one or more individuals, each of whom is an accredited investor
or (b) a trust (where the trustee is not an accredited
investor) whose sole purpose is to hold investments and each
beneficiary is an accredited investor, shares, debentures and
units of shares and debentures of that corporation or the
beneficiaries rights and interest in that trust shall not
be transferable for six months after that corporation or that
trust has acquired the common stock under Section 275
except (1) to an institutional investor under
Section 274 of the SFA or to a relevant person, or any
person pursuant to Section 275(1A), and in accordance with
the conditions, specified in Section 275 of the SFA,
(2) where no consideration is given for the transfer or
(3) by operation of law.
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CERTAIN UNITED
STATES FEDERAL INCOME AND ESTATE TAX
CONSIDERATIONS TO
NON-U.S.
HOLDERS
The following summary is a description of certain United States
federal income and estate tax consequences relating to the
purchase, ownership and disposition of our common stock to
non-U.S. holders.
The discussion is for general information only and does not
consider all aspects of federal income and estate taxation that
may be relevant to the purchase, ownership and disposition of
our common stock by a
non-U.S. holder
in light of such holders personal circumstances. In
particular, this discussion does not address the federal income
tax consequences of ownership of our common stock by investors
that do not hold the stock as capital assets within the meaning
of Section 1221 of the Internal Revenue Code of 1986, as
amended (the Code), or the federal income tax
consequences to holders subject to special treatment under the
federal income tax laws, such as:
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dealers in securities or foreign currency;
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tax-exempt investors;
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partnerships or other pass-through entities and investors in
such entities;
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United States expatriates;
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regulated investment companies, banks, thrifts, insurance
companies or other financial institutions;
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persons that hold the common stock as a position in a straddle
or as part of a synthetic security or hedge, conversion
transaction or other integrated investment;
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investors that have a functional currency other than the
U.S. dollar;
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persons subject to U.S. federal alternative minimum
tax; and
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investor that are controlled foreign corporations or
passive foreign investment companies.
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Holders subject to the special circumstances described above may
be subject to tax rules that differ significantly from those
summarized below. In addition, this summary does not include any
non-U.S. income
or estate tax laws or state and local tax laws that may be
applicable to a particular holder and does not consider any
aspects of U.S. federal gift tax law.
Except as otherwise modified for United States federal estate
tax purposes, you are a
non-U.S. holder
of our common stock if you are a beneficial owner of the stock
and are not, for United States federal income tax purposes:
an individual who is a citizen or resident of the
United States;
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a corporation (or other entity treated as a corporation for
United States federal income tax purposes) organized or created
in or under the laws of the United States, any state thereof or
the District of Columbia;
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an estate, the income of which is subject to United States
federal income tax regardless of its source; or
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a trust (i) with respect to which a court within the United
States is able to exercise primary supervision over its
administration and one or more U.S. persons have the
authority to control all of the substantial decisions of the
trust, or (ii) that has a valid election in place to be
treated as a United States person.
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The treatment of a partner in a partnership (or other entity
treated as a partnership for United States federal income tax
purposes) that holds our common stock generally will depend on
the status and tax situs of the partner and the activities of
the partnership. Partners of partnerships considering the
purchase of our common stock should consult their independent
tax advisors.
This summary is based upon the Code, existing and proposed
federal income tax regulations promulgated thereunder,
administrative pronouncements and judicial decisions, all as in
effect as of the date hereof, and all of which are subject to
change, possibly on a retroactive basis, and any such change
could affect the continuing validity of this discussion. There
can be no assurance that the Internal Revenue Service (the
IRS)
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will not challenge one or more of the tax consequences described
herein, and we have not obtained, nor do we intend to obtain, a
ruling from the IRS with respect to the U.S. federal income
tax consequences or purchasing, owning or disposing of our
common stock. Any such change may adversely affect a
non-U.S. holder.
If you are considering the purchase of our common stock, you
should consult an independent tax advisor regarding the
application of United States federal income tax laws, as well as
other federal tax laws and the laws of any state, local or
foreign taxing jurisdiction, to your particular situation.
Dividend
Distributions
Any distributions with respect to the shares of our common
stock, to the extent paid out of our current or accumulated
earnings and profits (as determined under U.S. federal
income tax principles), will constitute dividends for
U.S. federal income tax purposes and will be subject to
U.S. federal withholding tax at a 30% rate or such lower
rate as specified by an applicable income tax treaty, provided
that such dividends are not effectively connected with the
non-U.S. holders
conduct of trade or business in the U.S. Distributions in
excess of our current and accumulated earnings and profits (as
determined under U.S. federal income tax principles) will
first constitute a return of capital that is applied against and
reduces the
non-U.S. holders
adjusted tax basis in our common stock (determined on a share by
share basis), and thereafter will be treated as gain realized on
the sale or other disposition of our common stock as described
under Sale, Exchange, Redemption or Other Disposition of
Stock below.
A
non-U.S. holder
who wishes to claim the benefit of an applicable treaty rate is
required to satisfy applicable certification and disclosure
requirements. If a
non-U.S. holder
is eligible for a reduced rate of U.S. withholding tax
pursuant to an income tax treaty, the holder may obtain a refund
of any excess amounts withheld by filing an appropriate claim
for refund with the IRS.
Dividends that are effectively connected with the conduct of a
trade or business within the United States are not subject
U.S. federal withholding tax, but instead are subject to
U.S. federal income tax on a net income basis at applicable
graduated individual or corporate rates, unless an applicable
income tax treaty provides otherwise. Certain certification and
disclosure requirements must be complied with in order for
effectively connected income to be exempt from withholding. A
foreign corporation may be subject to an additional branch
profits tax at a 30% rate or such lower rate as specified by an
applicable income tax treaty on its effectively connected
earnings and profits attributable to such dividends.
Sale,
Exchange, Redemption or Other Disposition of Stock
Any gain realized by a
non-U.S. holder
upon the sale, exchange or other taxable disposition of shares
of common stock generally will not be subject to
U.S. federal income tax unless:
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that gain is effectively connected with the conduct of a trade
or business in the United States;
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the
non-U.S. holder
is an individual who is present in the United States for
183 days or more in the taxable year of that disposition,
and certain other conditions are met; or
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we are or have been a United States real property holding
corporation for United States federal income tax purposes.
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An
non-U.S. holder
described in the first bullet point above will be subject to
U.S. federal income tax on the net gain derived from the
sale in the same manner as a U.S. person, unless an
applicable income tax treaty provides otherwise. If such
non-U.S. holder
is a foreign corporation, it may also be subject to a branch
profits tax (at a 30% rate or a lower rate if so specified by an
applicable income tax treaty) on its effectively connected
earnings and profits attributable to such gain. A
non-U.S. holder
described in the second bullet point above will be subject to a
flat 30% U.S. federal income tax on the gain derived from
the sale, which may be offset by U.S. source capital
losses, even though the holder is not considered a resident of
the United States.
It is unclear whether we are currently a United States
real property holding corporation for United States
federal income tax purposes or we will become one in the future.
However, even if we are a United
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States real property holding corporation, so long as our
common stock continues to be regularly traded on an established
securities market, only a
non-U.S. holder
who holds or held (at any time during the shorter of the five
year period preceding the date of disposition or the
holders holding period) more than 5% of our common stock
(a greater-than- five percent shareholder) will be
subject to U.S. federal income tax on the disposition of
our common stock.
If the third bulletin point above applies, a greater-than- five
percent shareholder will be subject to U.S. federal income
tax on the net gain in the same manner as a U.S. person,
unless an applicable income tax treaty provides otherwise.
Information
Reporting and Backup Withholding
We must report annually to the IRS the amount of dividends or
other distributions we pay to you on shares of our common stock
and the amount of tax we withhold on these distributions. Copies
of the information returns reporting such distributions and any
withholding may also be made available to the tax authorities in
the country in which the holder resides under the provisions of
an applicable income tax treaty.
A
non-U.S. holder
will not be subject to backup withholding tax on dividends the
holder receives on shares of our common stock if the holder
provides proper certification (usually on an IRS
Form W-8BEN)
of the holders status as a
non-United
States person or other exempt status.
Information reporting and backup withholding generally are not
required with respect to the amount of any proceeds from the
sale or other disposition of shares of our common stock outside
the United States through a foreign office of a foreign broker
that does not have certain specified connections to the United
States. However, information reporting will apply if a
non-U.S. holder
sells shares of our common stock outside the United States
through a United States broker or a foreign broker with certain
U.S. connections. If a sale or other disposition is made
through a U.S. office of any broker, the broker will be
required to report the amount of proceeds paid to the
non-U.S. holder
to the IRS and also backup withhold on that amount unless the
non-U.S. holder
provides appropriate certification (usually on an IRS
Form W-8BEN)
to the broker of the holders status as a
non-United
States person or other exempt status.
Any amounts withheld under the backup withholding rules will
generally be allowed as a refund or a credit against a
non-U.S. holders
United States federal income tax liability provided the required
information is properly furnished to the IRS on a timely basis.
Federal
Estate Tax
Individual
non-U.S. holders
(as specifically defined for United States federal estate tax
purposes) and entities the property of which is potentially
includible in such an individuals gross estate for United
States federal estate tax purposes (for example, a trust funded
by such an individual and with respect to which the individual
has retained certain interests or powers), should note that,
absent an applicable treaty, our common stock will be treated as
U.S. situs property subject to United States federal estate
tax.
LEGAL
MATTERS
The validity of the common stock offered hereby will be passed
upon for us by Glaser, Weil, Fink, Jacobs, Howard &
Shapiro, LLP, Los Angeles, California and Las Vegas, Nevada.
Certain attorneys in that firm beneficially own an aggregate of
approximately 11,530 shares of our common stock. Certain matters
in connection with this offering will be passed upon for the
underwriters by Cahill Gordon & Reindel
llp, New York, New
York.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The audited consolidated financial statements and schedule of
MGM MIRAGE as of December 31, 2008 and 2007 and for each of
the three years in the period ended December 31, 2008, and
the effectiveness of MGM MIRAGEs internal control over
financial reporting have been audited by Deloitte &
Touche LLP, an
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independent registered public accounting firm, as stated in
their reports which are incorporated by reference herein, which
reports (1) express an unqualified opinion and include
(a) an explanatory paragraph expressing substantial doubt
about the Companys ability to continue as a going concern;
and (b) an explanatory paragraph regarding the adoption of
Financial Accounting Standards Board Interpretation No. 48,
Accounting for Uncertainty in Income Taxes an
interpretation of FASB Statement No. 109), and
(2) express an unqualified opinion on the effectiveness of
internal control over financial reporting.
WHERE YOU CAN
FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange
Commission (the Commission). You may read and copy,
at prescribed rates, any document we have filed at the
Commissions public reference room at
100 F Street, N.E., Washington, D.C. 20549.
Please call the Commission at
1-800-SEC-0330
(1-800-732-0330)
for further information on the public reference room. The
Commission also maintains a website that contains reports, proxy
and information statements and other information regarding
registrants that file electronically with the Commission
(http://www.sec.gov).
You also may read and copy reports and other information filed
by us at the office of the New York Stock Exchange, Inc.,
20 Broad Street, New York, New York 10005.
We previously filed a registration statement and related
exhibits on
Form S-3
with the Commission on May 9, 2006 under the Securities Act
of 1933, as amended. The registration statement contains
additional information about us and our securities. You may
inspect the registration statement and its exhibits without
charge at the office of the Commission at Station Place,
100 F Street N.E., Washington, D.C. 20549, and
obtain copies, at prescribed rates, from the SEC.
INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
The Commission allows us to incorporate by reference
information filed with it, which means that we can disclose
important information to you by referring you to the documents
containing such information. The information incorporated by
reference is an important part of this prospectus supplement,
and information filed later by us with the Commission will
automatically update and supersede this information.
We incorporate by reference the documents listed below and any
future filings made with the Commission by us under
Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 (except any portions of such filings that
are not deemed to be filed under such sections):
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Our Annual Report on
Form 10-K
for the year ended December 31, 2008, as amended by
Form 10-K/A
filed on April 24, 2009;
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Our Current Reports on
Form 8-K
filed on January 7, 2009, January 9, 2009,
February 27, 2009, March 17, 2009, March 18,
2009, March 25, 2009, April 1, 2009, April 6,
2009; April 10, 2009 (as amended by
Form 8-K/A
filed on May 1, 2009); April 15, 2009; May 5,
2009; May 6, 2009; May 13, 2009; and May 14, 2009;
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Our Quarterly Report on
Form 10-Q
for the fiscal quarter ended March 31, 2009; and
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The amended and restated description of our common stock
contained in our Registration Statement on
Form 8-A/A
filed on May 11, 2005.
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All documents and reports filed by us pursuant to
Section 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 after the date of this prospectus
supplement are deemed to be incorporated by reference in this
prospectus supplement from the date of filing of such documents
or reports, except as to any portion of any future annual or
quarterly reports or proxy statements which is not deemed to be
filed under those sections. Any statement contained in a
document incorporated or deemed to be incorporated by reference
in this prospectus supplement will be deemed to be modified or
superseded for purposes of this prospectus supplement to the
extent that any statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference in this prospectus supplement modifies
or
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supersedes such statement. Any statement so modified or
superseded will not be deemed, except as so modified or
superseded, to constitute a part of this prospectus supplement.
Any person receiving a copy of this prospectus supplement may
obtain, without charge, upon written or oral request, a copy of
any of the documents incorporated by reference except for the
exhibits to such documents (other than the exhibits expressly
incorporated in such documents by reference). Requests should be
directed to: Gary N. Jacobs, Executive Vice President, General
Counsel and Secretary, MGM MIRAGE, 3600 Las Vegas Boulevard
South, Las Vegas, Nevada 89109; telephone number:
(702) 693-7120.
A copy will be provided by first class mail or other equally
prompt means within one business day after receipt of your
request.
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Prospectus
MGM
MIRAGE
Common Stock
Debt Securities
Guarantees
Warrants
Units
Rights to Purchase Common Stock
Securities Purchase Contracts
We may, from time to time, offer to sell shares of our common
stock, par value $0.01 per share, debt securities, which may be
senior, senior subordinated or subordinated and which may be
convertible into shares of our common stock or other debt
securities, warrants, rights to purchase common stock or
securities purchase contracts. This prospectus also covers
guarantees, if any, of our obligations under any debt
securities, which may be given by one or more of our
subsidiaries. Our common stock is listed and traded on the New
York Stock Exchange under the symbol MGM.
We may offer the securities separately or as units, in separate
series or classes and in amounts, at prices and on terms to be
described in one or more supplements to this prospectus as well
as the documents incorporated or deemed to be incorporated by
reference in this prospectus. We will describe in a prospectus
supplement, which must accompany this prospectus, the securities
we are offering and selling, as well as the specifications of
the securities.
This prospectus describes only some of the general terms that
may apply to these securities. The specific terms of any
securities to be offered, and any other information relating to
a specific offering, will be set forth in a supplement to this
prospectus, in other offering material related to the securities
or in one or more documents incorporated or deemed to be
incorporated by reference in this prospectus. You should read
this prospectus and any prospectus supplement, as well as the
documents incorporated or deemed to be incorporated by reference
in this prospectus and any prospectus supplement, carefully
before you invest.
We or any selling security holder may offer and sell these
securities to or through one or more underwriters, dealers and
agents, or directly to purchasers, on a continuous or delayed
basis.
Our principal executive offices are located at 3600 Las Vegas
Boulevard South, Las Vegas, Nevada, 89109. Our telephone number
is
(702) 693-7120.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
None of the Nevada Gaming Commission, the Nevada Gaming
Control Board, the New Jersey Casino Control Commission, the New
Jersey Division of Gaming Enforcement, the Michigan Gaming
Control Board, the Mississippi Gaming Commission, the Illinois
Gaming Board nor any other gaming authority has passed upon the
accuracy or adequacy of this prospectus or the investment merits
of the securities offered. Any representation to the contrary is
unlawful. The Attorney General of the State of New York has not
passed upon or endorsed the merits of this offering. Any
representation to the contrary is unlawful.
The date of this prospectus is May 1, 2009.
ABOUT THIS
PROSPECTUS
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission, or the
Commission, using a shelf registration
process. Under the shelf registration process, we may sell any
combination of the securities registered in one or more
offerings. In addition, selling security holders may sell
securities under our shelf registration statement. This
prospectus provides you with only a general description of the
securities we or any selling security holder may offer. Each
time we or any selling security holders sell securities, we will
provide a prospectus supplement and may provide other offering
materials that will contain specific information about the terms
of that offering. The prospectus supplement or other offering
materials may also add, update or change information contained
in this prospectus or in documents we have incorporated by
reference into this prospectus. You should read both this
prospectus and any prospectus supplement or other offering
materials, together with the additional information described
under the headings Where You Can Find Additional
Information and Incorporation of Information by
Reference.
This prospectus, and any accompanying prospectus supplement or
other offering materials, do not contain all of the information
included in the registration statement, as permitted by the
rules and regulations of the Commission. For further
information, we refer you to the full registration statement on
Form S-3,
of which this prospectus is a part, including its exhibits. We
are subject to the informational requirements of the Securities
Exchange Act of 1934 (the Exchange Act) and,
therefore, file reports and other information with the
Commission. Statements contained in this prospectus and any
accompanying prospectus supplement or other offering materials
about the provisions or contents of any agreement or other
document are only summaries. If an agreement or document is
filed as an exhibit to the registration statement, you should
refer to that agreement or document for its complete contents.
You should not assume that the information in this prospectus,
any prospectus supplement or any other offering materials is
accurate as of any date other than the date on the front of each
document.
WHERE YOU CAN
FIND ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the Commission. You can read and copy
any document we file at the Commissions public reference
room at 100 F Street, N.E., Washington, D.C.
20549. Please call the Commission at
1-800-SEC-0330
to obtain information on the operation of the public reference
room. Our Commission filings are also available over the
Internet at the Commissions web site at
www.sec.gov. Our common stock is listed and traded on the
New York Stock Exchange, or the NYSE. You can also
inspect the information we file with the Commission at the
NYSEs offices at 20 Broad Street, New York, New York
10005. Our internet address is www.mgmmirage.com.
However, unless otherwise specifically set forth herein, the
information on our internet site is not a part of this
prospectus or any accompanying prospectus supplement.
INCORPORATION OF
INFORMATION BY REFERENCE
The Commission allows us to incorporate by reference
into this prospectus the information that we file with the
Commission. This means that we can disclose important business
and financial information to you by referring you to information
and documents that we have filed with the Commission. Any
information that we refer to in this manner is considered part
of this prospectus. Any information that we file with the
Commission after the date of this prospectus will automatically
update and supersede the corresponding information contained in
this prospectus or in documents filed earlier with the
Commission.
We incorporate by reference the documents listed below:
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Our Annual Report on
Form 10-K
for the year ended December 31, 2008 filed with the
Commission on March 17, 2009, as amended by
Form 10-K/A
filed with the Commission on April 24, 2009;
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Our Current Reports on
Form 8-K
filed with the Commission on January 7, 2009,
January 9, 2009, February 27, 2009, March 17,
2009, March 18, 2009, March 25, 2009, April 1,
2009, April 6, 2009; April 10, 2009; and
April 15, 2009.
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The description of our common stock contained in our
Registration Statement on
Form 8-A/A
filed with the Commission on May 11, 2005.
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We are also incorporating by reference any future filings that
we make with the Commission under Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this prospectus
and prior to the termination of the offering. In no event,
however, will any of the information that we disclose under
Items 2.02 and 7.01 of any Current Report on
Form 8-K
that we may from time to time furnish with the Commission be
incorporated by reference into, or otherwise included in, this
prospectus. Each document referred to above is available over
the Internet on the Commissions website at
www.sec.gov, and on our website at
www.mgmmirage.com. You may also request a free copy of
any documents referred to above, including exhibits specifically
incorporated by reference in those documents, by contacting us
at the following address and telephone number:
Gary N. Jacobs
Executive Vice President, General Counsel and Secretary
MGM MIRAGE
3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 693-7120
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USE OF
PROCEEDS
Except as otherwise provided in the applicable prospectus
supplement, we expect to use the net proceeds from the sale of
the securities for general corporate purposes, which may include
reducing our outstanding indebtedness, increasing our working
capital, acquisitions and capital expenditures, subject to the
terms of our senior credit facility. Additional information on
the use of net proceeds from the sale of securities offered by
this prospectus may be set forth in the applicable prospectus
supplement or other offering material relating to such offering.
If the net proceeds from a specific offering will be used to
repay indebtedness, the applicable prospectus supplement or
other offering material will describe the relevant terms of the
debt to be repaid.
RATIO OF EARNINGS
TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed
charges for the periods indicated:
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For the Years Ended December 31,
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2004
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2005
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2006
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2007
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2008
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Ratio of Earnings to Fixed Charges
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2.21
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1.89
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1.96
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3.16
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(1)
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Earnings were inadequate to cover
fixed charges of $795 million for the fiscal year ended
December 31, 2008.
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Earnings consist of income from continuing operations before
income taxes and fixed charges, adjusted to exclude capitalized
interest. Fixed charges consist of interest, whether expensed or
capitalized, amortization of debt discounts, premiums and
issuance costs.
3
DESCRIPTION OF
SECURITIES
We will set forth in the applicable prospectus supplement a
description of the debt securities, guarantees of debt
securities, common stock, warrants, units, rights to purchase
common stock and securities purchase contracts that may be
offered under this prospectus.
Debt securities will be governed by and issued under one or more
indentures between us and U.S. Bank National Association,
as trustee, or another trustee named in the prospectus
supplement. Unless we specify otherwise in the applicable
prospectus supplement, the Indenture is a contract between us,
as obligor, U.S. Bank National Association, as trustee, or
another trustee chosen by us and qualified to act under the
Trust Indenture Act of 1939, and any of our subsidiaries
which guarantee our obligations under the Indenture. A copy of
the form of Indenture is filed as an exhibit to the registration
statement of which this prospectus is a part. Any supplemental
Indenture relating to the Indenture will be filed in the future
with the Commission. See Where You Can Find Additional
Information for information on how to obtain a copy.
LEGAL
MATTERS
Certain legal matters with respect to securities offered hereby
will be passed upon for us by Glaser, Weil, Fink, Jacobs,
Howard & Shapiro, LLP, Los Angeles, California, and
for any selling security holder, by the counsel named in the
applicable prospectus supplement. Any underwriters or agents
will be represented by their own legal counsel, who will be
identified in the applicable prospectus supplement.
Attorneys in Glaser, Weil, Fink, Jacobs, Howard &
Shapiro, LLP providing services to MGM MIRAGE in connection with
this prospectus beneficially own an aggregate of approximately
11,530 shares of our common stock.
EXPERTS
The audited consolidated financial statements and schedule of
MGM MIRAGE as of December 31, 2008 and 2007 and for each of
the three years in the period ended December 31, 2008, and
managements report on the effectiveness of internal
control over financial reporting as of December 31, 2008,
incorporated by reference in this prospectus, have been audited
by Deloitte & Touche LLP, an independent registered
public accounting firm, as stated in their reports (which
express an unqualified opinion and include (a) an
explanatory paragraph expressing substantial doubt about the
Companys ability to continue as a going concern; and
(b) an explanatory paragraph regarding the adoption of
Financial Accounting Standards Board Interpretation No. 48,
Accounting for Uncertainty in Income Taxes an
interpretation of FASB Statement No. 109), which are
incorporated herein by reference, and have been so incorporated
in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
4
143,000,000 Shares
MGM MIRAGE
Common Stock
PROSPECTUS SUPPLEMENT
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Co.
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Wachovia Securities
May 13, 2009