UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 3, 2006
MGM MIRAGE
(Exact name of registrant as specified in its charter)
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| DELAWARE
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0-16760
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88-0215232 |
(State or other jurisdiction
of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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| 3600 Las Vegas Boulevard South, Las Vegas, Nevada
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89109 |
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(Zip Code) |
(702) 693-7120
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry Into a Material Definitive Agreement
On October 3, 2006 (the “Effective Date”), MGM MIRAGE, a Delaware corporation (the “Company”),
entered into the Fifth Amended and Restated Loan Agreement (the “Fifth Loan Agreement”) by and
among the Company, MGM Grand Detroit, LLC, a Delaware limited liability company, as initial
co-borrower, and the lenders named in the signature pages thereto.
The Fifth Loan Agreement reallocates $1.0 billion from the existing revolving credit facility
such that the amended senior credit facilities will consist of a $4.5 billion senior revolving
credit facility and a $2.5 billion senior term loan facility, in each case, extending the maturity
date to the fifth anniversary of the Effective Date. Additionally, the senior credit facilities
include an increase option where the Company may solicit either existing lenders or new lenders to
raise additional commitments to either the senior revolving credit facility, the senior term loan
facility, or both of them, thereby increasing the maximum borrowing
capacity under these facilities to $8.0 billion. The Fifth Loan
Agreement revises the terms of the maximum total leverage ratio and interest charge coverage ratio
covenants and reduces pricing across the grid. In addition, the senior
credit facilities provide for customary affirmative, negative and
financial covenants; however, they
do not contain a senior leverage ratio covenant.
The foregoing description of the Fifth Loan Agreement does not purport to be complete and is
qualified in its entirety by the terms of the Fifth Loan Agreement, which is filed as Exhibit 10 to
this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet
Arrangement of a Registrant
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 2.03.
Item 7.01. Regulation FD Disclosure.
The
following information set forth in this Item 7.01 of this
Current Report on Form 8-K, including the text of
the press release, attached as Exhibit 99 hereto, is being furnished
to, but not filed with, the Securities and Exchange Commission (“SEC”).
On October 10, 2006, the Company issued a press release announcing the Company’s entry into
the Fifth Loan Agreement, a copy of which is attached as
Exhibit 99 to this Current Report on Form
8-K.
Item 9.01. Financial Statements and Exhibits
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Not applicable. |
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Not applicable. |
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Exhibits: |
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Description |
10
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Fifth Amended and Restated Loan
Agreement. |
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99*
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Text of the press release of the
Registrant, dated October 10, 2006. |
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Exhibit 99 is being
furnished to the SEC pursuant to Item 7.01 and shall not be deemed filed
with the SEC, nor shall it be deemed incorporated by reference in any filing with the SEC under the
Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the
date hereof and irrespective of any general incorporation language in any filings. |