MGM MIRAGE Announces Amendments to Pending Exchange Offer
17 Setembro 2009 - 8:05AM
PR Newswire (US)
LAS VEGAS, Sept. 17 /PRNewswire-FirstCall/ -- MGM MIRAGE (NYSE:MGM)
announced today that it is amending the terms of its previously
announced offer to eligible holders to exchange a portion of the
$782 million in aggregate outstanding principal amount of the
Company's 8.50% Senior Notes due 2010 (the "Existing Notes") for
the Company's 10.00% Senior Notes due 2016 (the "New Notes"). The
exchange offer has been amended to: -- reduce the maximum aggregate
principal amount of Existing Notes that will be accepted in the
exchange offer, such that no more than $25 million in aggregate
principal amount of New Notes will be issued in the exchange offer;
-- include an additional condition to the exchange offer providing
that that no less than $25 million of New Notes must be issuable
for Existing Notes validly tendered and accepted in the exchange
offer (the "Minimum Tender Condition"); -- extend the withdrawal
date, which had previously expired on 5:00 p.m., New York City
time, on September 10, 2009, to the expiration date of the exchange
offer; -- extend each of the early participation date and the
expiration date of the exchange offer to 11:59 p.m., New York City
time on September 30, 2009. If the Minimum Tender Condition or any
other condition to the exchange offer is not satisfied, the Company
may terminate the exchange offer. If the exchange offer is
terminated, all tendered notes will be promptly returned to the
respective tendering holders. As of the close of business on
September 16, 2009, approximately $21 million in aggregate
principal amount of Existing Notes had been validly tendered and
not withdrawn, which if accepted would be exchanged for
approximately $24.7 million in aggregate principal amount of New
Notes. Holders who have tendered or tender their Existing Notes in
the exchange offer and do not validly withdraw their Existing Notes
should be aware that if the exchange offer is consummated, there
will be no more than $25 million in aggregate principal amount of
New Notes outstanding. An issue of securities with a small
outstanding principal amount available for trading, or float,
generally commands a lower price than does a comparable issue of
securities with a greater float. Therefore, the market price for
New Notes may be adversely affected by the relatively small float.
A reduced float may also make the trading prices of New Notes more
volatile. The complete terms and conditions of the exchange offer
are set forth in such confidential offering memorandum dated August
27, 2009 and the related letter of transmittal, in each case, as
updated by this press release and the press release issued by the
Company on September 11, 2009. The New Notes have not been
registered under the Securities Act of 1933, as amended, and may
not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements. The
exchange offer is being made only to qualified institutional buyers
and to certain non-U.S. investors located outside the United
States. The exchange offer is made only by, and pursuant to, the
terms set forth in the confidential offering memorandum and the
accompanying letter of transmittal, in each case, as updated by
this press release and the press release issued by the Company on
September 11, 2009, and the information in this press release is
qualified by reference to the confidential offering memorandum and
the accompanying letter of transmittal. This press release does not
constitute an offer to sell or a solicitation of an offer to buy
the notes, nor shall there be any offer, solicitation or sale of
any notes in any jurisdiction in which such offer, solicitation or
sale would be unlawful. Statements in this release which are not
historical facts are "forward looking" statements and "safe harbor
statements" under the Private Securities Litigation Reform Act of
1995 that involve risks and/or uncertainties, including risks
and/or uncertainties as described in the Company's public filings
with the Securities and Exchange Commission. DATASOURCE: MGM MIRAGE
CONTACT: Investment Community, DAN D'ARRIGO, Executive Vice
President & Chief Financial Officer, +1-702-693-8895, or News
Media , ALAN M. FELDMAN, Senior Vice President, Public Affairs,
+1-702-650-6947, both of MGM MIRAGE
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