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): November 15, 2007
MGM MIRAGE
(Exact name of registrant as specified in its charter)
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DELAWARE
(State or other jurisdiction
of incorporation or organization)
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0-16760
(Commission File Number)
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88-0215232
(I.R.S. Employer
Identification No.) |
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| 3600 Las Vegas Boulevard South, Las Vegas, Nevada
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
ITEM 1.01 ENTRY INTO A MATERIAL AGREEMENT
On
November 15, 2007, Project CC, LLC, a wholly owned subsidiary of MGM MIRAGE, and Infinity World
Development Corp., an affiliate of Dubai World, entered into Amendment No. 1 to
the Limited Liability Company Agreement of CityCenter Holdings, LLC
(“Amendment No. 1”).
Project CC, LLC and Infinity World Development Corp. entered into Amendment No. 1 to correct an
error in the calculation of the maximum contingent value adjustment
and minor formatting and drafting errors. The Limited Liability
Company Agreement of CityCenter Holdings, LLC, dated August 21,
2007, was filed as an exhibit to MGM MIRAGE’s Current Report on
Form 8-K dated August 21, 2007, which Current Report is incorporated
herein by reference.
ITEM 8.01 OTHER EVENTS
On November 15, 2007, MGM MIRAGE and Dubai World, through their respective subsidiaries,
consummated the formation of, and the contribution to, CityCenter Holdings, LLC, a joint venture
entity created in connection with the CityCenter development. In connection with the formation of
the joint venture, MGM MIRAGE contributed the CityCenter assets, initially valued by the parties at
approximately $5.4 billion and comprised of a mixed-use luxury residential, resort and retail
complex currently being developed by MGM MIRAGE on the Las Vegas Strip. In addition, Dubai World
contributed approximately $2.96 billion in cash to CityCenter Holdings, LLC, approximately $2.47
billion of which was distributed to MGM MIRAGE. As a result of the formation and contribution
described above, MGM MIRAGE and Dubai World each own a fifty percent interest in CityCenter
Holdings, LLC.
MGM MIRAGE, through its wholly owned subsidiaries, will continue to manage the development and,
upon completion of the development, the operations of CityCenter. In consideration for the
management of the operations of CityCenter, including the provision of certain centralized
services, MGM MIRAGE will receive a base management fee equal to two
percent of the annual net
revenue of each of the casino hotel and the Vdara condominium-hotel components and an incentive
management fee equal to five percent of the adjusted annual earnings of the casino hotel and the
Vdara condominium-hotel components. In addition, in consideration for the management of the retail
component, MGM MIRAGE will receive an annual flat fee of $3 million, subject to adjustment based on
increases in the consumer price index.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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(a) |
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Not applicable. |
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(b) |
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Not applicable. |
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(c) |
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Not applicable.
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(d) |
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Exhibits: |
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10.1 |
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Amendment No. 1 to the Limited
Liability Company Agreement of CityCenter Holdings, LLC, dated November 15, 2007. |