SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
MGM MIRAGE
(Name of Subject Company (Issuer))
MGM MIRAGE
Dubai World
Infinity World (Cayman) L.P.
(Name of Filing Persons (Offerors))
Common Stock, par value $0.01 per share
(Title of Class of Securities)
552953101
(CUSIP Number of Class of Securities)
Gary N. Jacobs, Esq.
MGM MIRAGE
3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Telephone: (702) 693-7120
and
Abdul Wahid A. Rahim Al Ulama
Dubai World
Infinity World (Cayman) L.P.
Emirates Towers, Level 47
Sheikh Zayed Road
Dubai, United Arab Emirates
Telephone: +971 4 3903800
Copy to:
Janet S. McCloud
Christensen, Glaser, Fink, Jacobs, Weil & Shapiro, LLP
10250 Constellation Boulevard, 19
th
Floor
Los Angeles, California 90067
Telephone: (310) 556-3000
and
Martin L. Edelman, Esq.
Paul, Hastings, Janofsky & Walker LLP
Park Avenue Tower
75 E. 55th Street
New York, NY 10022
Telephone: (212) 318-6500
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
Calculation of Filing Fee
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Transaction valuation *
$1,200,000,000
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Amount of filing fee**
$47,160
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*
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Estimated for purposes of calculating the amount of the
filing fee only, this amount is based on the purchase of 15,000,000 shares of common stock at the tender offer price of $80.00 per share.
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**
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The amount of the filing fee, calculated in accordance
with the Securities Exchange Act of 1934, as amended, equals $39.30 per
million dollar of value.
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Check the box if any part of the fee is offset as
provided by Rule 0-11(a)(2) and identify the filing
with which the offsetting fee was previously paid.
Identify the previous filing by registration
statement number, or the Form or Schedule and the
date of its filing.
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Amount Previously Paid:
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Filing Party:
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Form or Registration No.:
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Date Filed:
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Check the box if the filing relates solely to
preliminary communications made before the
commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender
offer:
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TABLE OF CONTENTS
Item 1. Summary Term Sheet.
The information set
forth in the Summary Term Sheet of the Offer to Purchase, dated
January 17, 2008 and attached hereto as Exhibit (a)(I)(A) (the Offer to Purchase), is incorporated herein by reference. Unless otherwise
indicated, references herein to sections are to sections of the Offer to Purchase.
Item 2. Subject Company Information.
(a) The name
of the subject company and issuer is MGM MIRAGE, a Delaware corporation.
The address of MGM MIRAGEs principal executive offices is 3600 Las Vegas Boulevard South, Las
Vegas, Nevada 89109, and its telephone number is (702) 693-7120.
(b) As of
January 14, 2008, MGM MIRAGE had approximately 293,786,061 outstanding
shares of common stock, par value $.01 per share (the Shares), which are traded on The New York
Stock Exchange under the ticker symbol MGM.
(c) The
information set forth in the Summary Term Sheet and Section 8Price Range of
the Shares; Dividends of the Offer to Purchase is incorporated herein by reference.
Item 3. Identity and Background of Filing Persons.
(a)-(c) MGM MIRAGE
is both a filing person and the subject company. MGM MIRAGEs
business address and telephone number are set forth in Item 2(a) above. Information set forth in
Section 10Certain Information Concerning MGM MIRAGE; Interests of Directors and Executive Officers of
MGM MIRAGE of the Offer to Purchase is herein incorporated by reference.
The principal business
address and telephone number of Dubai World, Infinity World (Cayman)
L.P., and their affiliated entities are Emirates Towers, Level 47, Sheikh Zayed Road, Dubai, United Arab Emirates and +971 4
3903800. The
information set forth in Section 11Certain Information Concerning DW, IW, and their Affiliates;
Background of the Offer; Past Contacts, Negotiations and Transactions; Transactions and
Arrangements Concerning the Shares of the Offer to Purchase is incorporated herein
by reference.
Item 4. Terms of the Transaction.
(a) MGM MIRAGE
and Infinity World (Cayman) L.P. collectively seek to purchase up to
15,000,000 shares of MGM MIRAGEs common stock, $0.01 par value per share (with up to 8,500,000 shares to
be purchased by MGM MIRAGE and up to 6,500,000 shares to be purchased by Infinity World (Cayman)
L.P.) at a price of $80.00 per share, net to the seller in cash, without interest, upon the terms
and subject to the conditions of this Offer to Purchase. The information set forth in the Summary
Term Sheet, Introduction, Section 1Number of Shares; Proration,
Section 2Purpose of the Offer; Certain Effects of the Offer, Section 3Procedures for
Tendering Shares, Section 4Withdrawal Rights, Section 5Purchase of Shares and Payment of
Purchase Price, Section 6Conditional Tender of
Shares, Section 7Conditions of the Offer, Section 12Effects of the Offer on the Market for Shares; Registration under the
Exchange Act, Section 14United States Federal Income Tax Consequences, and Section
15Extension of the Offer; Termination; Amendment of the Offer to Purchase is
incorporated herein by reference.
(b) The information
set forth in the Summary Term Sheet,
Introduction, Section 2Purpose of the Offer; Certain Effects of the Offer, and
Section 10Certain Information Concerning MGM MIRAGE; Interests of Directors and Executive Officers of
MGM MIRAGE of the Offer to Purchase is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a)-(b), (e) The
information set forth in the Introduction, Section 2Purpose of the Offer; Certain Effects of
the Offer, Section 10Certain
Information Concerning MGM MIRAGE; Interests of Directors and Executive Officers of MGM MIRAGE, and Section
11Certain Information Concerning DW, IW, and their Affiliates; Background of the Offer; Past
Contacts, Negotiations and Transactions; Transactions and Arrangements Concerning the Shares of
the Offer to Purchase is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a)-(c) The information
set forth in the Summary Term Sheet, Section 2Purpose of the Offer; Certain Effects of the Offer, and Section 11Certain
Information Concerning DW, IW, and their Affiliates; Background of the
Offer; Past Contacts, Negotiations and Transactions; Transactions and Arrangements Concerning the
Shares of the Offer to Purchase is
incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration.
The information set forth
in the Summary Term Sheet and Section 9Source and Amount of
Funds of the Offer to Purchase is incorporated herein by reference.
Item 8. Interest in Securities of the Subject Company.
(a)-(b) The information set
forth in Section 10Certain Information Concerning MGM
MIRAGE; Interests of Directors and Executive Officers of MGM
MIRAGE, and Section 11Certain Information
Concerning DW, IW, and their Affiliates; Background of the Offer; Past Contacts, Negotiations and
Transactions; Transactions and Arrangements Concerning the Shares of the Offer to
Purchase is incorporated herein by reference.
Item 9. Persons/Assets Retained, Employed, Compensated or Used.
The information set forth in
Section 16Fees and Expenses of the Offer to Purchase is
incorporated herein by reference.
Item 10. Financial Statements.
The information set forth in
the Summary Term Sheet and Section 11Certain Information Concerning DW, IW, and
their Affiliates; Background of the Offer; Past Contacts, Negotiations and Transactions;
Transactions and Arrangements Concerning the Shares of the Offer to Purchase is incorporated
herein by reference.
Item 11. Additional Information.
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(a)(1)
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The information set forth in Section
10Certain Information Concerning MGM
MIRAGE; Interests of Directors and
Executive Officers of MGM MIRAGE and Section
11Certain Information Concerning DW, IW,
and their Affiliates; Background of the
Offer; Past Contacts, Negotiations and
Transactions; Transactions and Arrangements
Concerning the Shares of the Offer to
Purchase is incorporated herein by
reference.
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(a)(2)
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The information set forth in Section
13Legal Matters; Regulatory Approvals
of the Offer to Purchase is incorporated
herein by reference.
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(a)(3)
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The information set forth in Section
13Legal Matters; Regulatory Approvals
of the Offer to Purchase is incorporated
herein by reference.
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(a)(4)
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None.
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(a)(5)
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None.
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(b)
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None.
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Item 12. Exhibits.
The information
set forth on the Exhibit Index is incorporated herein by reference.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated:
January 17, 2008
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MGM MIRAGE,
a Delaware corporation
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By:
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/s/
Bryan L. Wright
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Name:
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Bryan L. Wright
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Title:
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Senior Vice President, Assistant General
Counsel and Assistant Secretary
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DUBAI WORLD,
a Dubai, United Arab Emirates government decree entity
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By:
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/s/
Abdul Wahid A. Rahim Al Ulama
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Name:
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Abdul Wahid A. Rahim Al Ulama
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Title:
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Group Chief Legal Officer
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INFINITY WORLD (CAYMAN) L.P.,
a Cayman Islands limited partnership
By: Infinity World (Cayman) Holding
Its: General Partner
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By:
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/s/
Abdul Wahid A. Rahim Al Ulama
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Name:
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Abdul Wahid A. Rahim Al Ulama
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Title:
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Secretary
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EXHIBIT INDEX
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Exhibit
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Description
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(a)(1)(A)
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Offer to Purchase, dated
January 17, 2008.
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(a)(1)(B)
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Letter of Transmittal to Tender Shares of Common Stock.
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(a)(1)(C)
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Notice of Guaranteed Delivery.
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(a)(1)(D)
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(E)
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Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
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(a)(1)(F)
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Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
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(a)(1)(G)
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Press Release issued on
January 9, 2008, filed on Schedule TO-C on that date by MGM MIRAGE, Dubai
World and Infinity World (Cayman) L.P. and incorporated herein by reference.
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(a)(1)(H)
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Press Release issued on
January 16, 2008, filed on Schedule TO-C on that date by MGM MIRAGE, Dubai
World and Infinity World (Cayman) L.P. and incorporated herein by reference.
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(a)(l)(I)
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Summary Advertisement.
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(b)(1)
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Confirmation dated as of December 13, 2007 by and between Credit
Suisse International and Infinity World Investments LLC, filed as
Exhibit 1 to the Schedule 13D filed by Dubai World, Infinity World
(Cayman) L.P., Infinity World (Cayman) Holding, and Infinity World
Holding Ltd. with the SEC on December 28, 2007 and incorporated
herein by reference.*
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(b)(2)
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Confirmation dated as of December 13, 2007 by and between Deutsche
Bank AG, London Branch and Infinity World Investments LLC, filed as
Exhibit 2 to the Schedule 13D filed by Dubai World, Infinity World
(Cayman) L.P., Infinity World (Cayman) Holding, and Infinity World
Holding Ltd. with the SEC on December 28, 2007 and incorporated
herein by reference.*
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(b)(3)
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Confirmation dated as of December 13, 2007 by and between The Royal
Bank of Scotland plc and Infinity World Investments LLC, filed as
Exhibit 3 to the Schedule 13D filed by Dubai World, Infinity World
(Cayman) L.P., Infinity World (Cayman) Holding, and Infinity World
Holding Ltd. with the SEC on December 28, 2007 and incorporated
herein by reference.*
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(b)(4)
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Liquidity Agreement dated as of December 13, 2007 by and among
Dubai World, Infinity World Investments LLC, Credit Suisse
International, Deutsche Bank AG, London Branch and The Royal Bank
of Scotland plc, as Initial Banks, and Deutsche Bank Trust Company
Americas, as Collateral Agent, filed as Exhibit 11 to the Schedule
13D filed by Dubai World, Infinity World (Cayman) L.P., Infinity
World (Cayman) Holding, and Infinity World Holding Ltd. with the
SEC on December 28, 2007 and incorporated herein by reference.*
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(b)(5)
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Pledge Agreement dated as of December 13, 2007 by and among
Infinity World Investments LLC, Credit Suisse International,
Deutsche Bank AG, London Branch and The Royal Bank of Scotland plc,
as Initial Banks, and Deutsche Bank Trust Company Americas, as
Collateral Agent, filed as Exhibit 10 to the Schedule 13D filed by
Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman)
Holding, and Infinity World Holding Ltd. with the SEC on December
28, 2007 and incorporated herein by reference.*
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(b)(6)
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Letter Agreement dated as of December 13, 2007 by and among Dubai
World, Credit Suisse International, Deutsche Bank AG, London
Branch, Deutsche Bank Securities Inc., as agent, and The Royal Bank
of Scotland plc., filed as Exhibit 12 to the Schedule 13D filed by
Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman)
Holding, and Infinity World Holding Ltd. with the SEC on December
28, 2007 and incorporated herein by reference.*
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(b)(7)
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Fifth Amended and Restated Loan Agreement dated as of October 3,
2006, by and among MGM MIRAGE, as borrower; MGM Grand Detroit, LLC,
as co-borrower; the Lenders and Co-Documentation Agents named
therein; Bank of America, N.A., as Administrative Agent; the Royal
Bank of Scotland PLC, as Syndication Agent; Bank of America
Securities LLC and The Royal Bank of Scotland PLC, as Joint Lead
Arrangers; and Bank of America Securities LLC, The Royal Bank of
Scotland PLC, J.P. Morgan Securities Inc., Citibank North America,
Inc. and Deutsche Bank Securities Inc. as Joint Book Managers,
filed as Exhibit 10 to MGM MIRAGEs Current Report on Form 8-K
dated October 10, 2006 and incorporated herein by reference.
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(d)(1)
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Limited Liability Company Agreement of CityCenter Holdings, LLC, dated August 21, 2007,
by and between Mirage Resorts, Incorporated and Dubai World, filed as Exhibit 10.1 to MGM
MIRAGEs Current Report on Form 8-K filed with the SEC on August 27, 2007 and
incorporated herein by reference.
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(d)(2)
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Amendment No. 1 to the Limited Liability Company Agreement of CityCenter Holdings, LLC,
dated November 15, 2007, by and between Project CC, LLC and Infinity World Development
Corp, filed as Exhibit 10.1 to MGM MIRAGEs Current Report on Form 8-K filed with the SEC on
November 21, 2007 and incorporated herein by reference.
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(d)(3)
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Amendment No. 2 to the Limited Liability Company Agreement of CityCenter Holdings, LLC,
dated December 31, 2007, by and between Project CC, LLC and Infinity World Development
Corp, filed as Exhibit 10.1 to MGM MIRAGEs Current Report on Form 8-K filed with the SEC on
December 31, 2007 and incorporated herein by reference.
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(d)(4)
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Company Stock Purchase and Support Agreement, dated August 21, 2007, by and between MGM
MIRAGE and Infinity World Investments, LLC, filed as Exhibit 10.2 to MGM MIRAGEs Current
Report on Form 8-K filed with the SEC on August 27, 2007 and incorporated herein by
reference.
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(d)(5)
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Amendment No. 1 to the Company Stock Purchase and Support Agreement, dated October 17,
2007, by and between MGM MIRAGE and Infinity World Investments, LLC, filed as Exhibit
10.1 to MGM MIRAGEs Current Report on Form 8-K filed with the SEC on October 23, 2007
and incorporated herein by reference.
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(d)(6)
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Stockholder Support Agreement dated as of August 21, 2007, by and between Tracinda
Corporation and Infinity World Investments LLC, filed as Exhibit (d)(2) to Dubai World,
Infinity World (Cayman) L.P., and Infinity World Investments, LLCs Tender Offer
Statement on Schedule TO filed with the SEC on August 24, 2007 and incorporated herein by
reference.
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(d)(7)
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Joint Tender Offer Agreement, dated January 17, 2008, between MGM MIRAGE and Infinity
World (Cayman) L.P.
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(d)(8)
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Stock Purchase Agreement dated as of December 18, 2007, by and between The Lincy
Foundation and Infinity World (Cayman) L.P., filed as Exhibit 8 to the Schedule 13D filed
by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding, and
Infinity World Holding Ltd. with the SEC on December 28, 2007 and incorporated herein by
reference.
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(d)(9)
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Limited Liability Company Operating Agreement of IKM JV, LLC, dated September 10, 2007,
filed as Exhibit 10 to MGM MIRAGEs Current Report on Form 8-K filed with the SEC on
December 13, 2007 and incorporated herein by reference.
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(d)(10)
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Employment Agreement by and between MGM MIRAGE and Daniel DArrigo, dated September 10,
2007, filed as Exhibit 10 to MGM MIRAGEs Current Report on Form 8-K filed with the SEC
on December 7, 2007 and incorporated herein by reference.
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(d)(11)
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Employment Agreement by and between MGM MIRAGE and J. Terrence Lanni, dated September
16, 2005, filed as Exhibit 10.1 to MGM MIRAGEs Current Report on Form 8-K filed with the SEC
on September 22, 2005 and incorporated herein by reference.
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Exhibit
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Description
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(d)(12)
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Employment Agreement by and between MGM MIRAGE and James J. Murren, dated September 16,
2005, filed as Exhibit 10.4 to MGM MIRAGEs Current Report on Form 8-K filed with the SEC
on September 22, 2005 and incorporated herein by reference.
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(d)(13)
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Employment Agreement by and between MGM MIRAGE and Gary N. Jacobs, dated September 16,
2005, filed as Exhibit 10.5 to MGM MIRAGEs Current Report on Form 8-K filed with the SEC
on September 22, 2005 and incorporated herein by reference.
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(d) (14)
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Employment Agreement by and between MGM MIRAGE and Robert H. Baldwin, dated September 16,
2005, filed as Exhibit 10.2 to MGM MIRAGEs Current Report on Form 8-K filed with the SEC
on September 22, 2005 and incorporated herein by reference.
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(d)(15)
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MGM MIRAGE 2005 Omnibus Incentive Plan, filed as Exhibit 10 to MGM MIRAGEs Registration
Statement on Form S-8 filed with the SEC on May 12, 2005 and incorporated herein by reference.
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(d)(16)
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Amended and Restated
Annual Performance-Based Incentive Plan for Executive Officers, approved by
the MGM MIRAGEs shareholders on May 9, 2006, filed as
Appendix A to MGM MIRAGEs Definitive Proxy Statement filed
with the SEC on April 3, 2006 and incorporated herein by
reference.
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(d)(17)
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Deferred Compensation Plan II, dated as of December 30, 2004, filed as Exhibit 10.2 to
MGM MIRAGEs Current Report on Form 8-K, filed with the SEC on January 10, 2005 and incorporated herein by reference.
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(d)(18)
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Supplemental Executive Retirement Plan II, dated as of December 30, 2004, filed as
Exhibit 10.1 to MGM MIRAGEs Current Report on Form 8-K, filed with the SEC on January
10, 2005 and incorporated herein by reference.
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(d)(19)
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Amendment to Deferred Compensation Plan II, dated as of December 21, 2005, filed as
Exhibit 10.3(9) to MGM MIRAGEs Annual Report on Form 10-K, filed with the SEC on
March 13, 2006 and incorporated herein by reference.
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* Portions have been
omitted pursuant to a request for confidential treatment.
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