MGM Resorts International 8-K 2006
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 31, 2006
(Exact name of registrant as specified in its charter)
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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:
TABLE OF CONTENTS
Item 1.01. Entry Into a Material Definitive Agreement
On October 31, 2006, MGM MIRAGE, a Delaware corporation (Company), entered into a purchase agreement to sell its Buffalo Bills, Primm Valley and Whiskey Petes hotel-casinos (collectively known as Primm Valley Resorts) located in Primm, Nevada, to Herbst Gaming, Inc. for a purchase price of $400 million.
The transaction is subject to customary closing conditions contained in the Purchase Agreement (Purchase Agreement), by and among New York-New York Hotel & Casino, LLC (Seller), PRMA Land Development Company (PRMA), Primadonna Company, LLC (Primadonna) and Herbst Gaming, Inc. (Purchaser), including receipt of all gaming and other regulatory approvals. The parties anticipate that the transaction will be completed by the end of the first quarter of 2007.
The Purchase Agreement contains limited representations and warranties of the Company, Seller, PRMA, Primadonna and Purchaser, as well as indemnification and termination rights in favor of the parties thereto.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the terms of the Purchase Agreement, which is filed as Exhibit 10 to this Current Report on Form 8-K and incorporated herein by reference.
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 November 1, 2006, the Company issued a press release, a copy of which is attached as Exhibit 99 to this Current Report on Form 8-K, announcing the Companys execution of the Purchase Agreement.
Item 9.01. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
INDEX TO EXHIBITS