MGM Resorts International 8-K 2007
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): February 9, 2007
(Exact name of registrant as specified in its charter)
(Registrants telephone number, including area code)
(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:
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 9, 2007, MGM MIRAGE, a Delaware corporation (the Company), through MGM Jean, LLC, a Nevada limited liability company and a subsidiary of the Company (MGM Jean), entered into an operating agreement (the Operating Agreement) with Jeanco Realty Development, LLC, a Nevada limited liability company (JRD), in connection with the formation of Jeanco, LLC, a Nevada limited liability company and a joint venture entity between MGM Jean and JRD (the Joint Venture).
MGM Jean and JRD will each own a fifty percent (50%) interest in, and will serve as the sole members and managers of, the Joint Venture. Pursuant to the Operating Agreement, MGM Jean will contribute to the Joint Venture approximately 166-acres of land and related improvements currently owned by the Company in Jean, Nevada and valued, for the purposes of the Operating Agreement, at $150 million. In addition, pursuant to the Operating Agreement, JRD will contribute $75 million in cash to the Joint Venture in two separate contributions, which contributions will be distributed to MGM Jean. The purpose of the Joint Venture will be to master plan, develop, and operate, in each case, subject to regulatory and gaming approvals, gaming casinos and residential housing on real estate held by the Joint Venture in Jean, Nevada. Any such planning, development, and operation, including the necessary financing thereof, will be subject to unanimous approval by MGM Jean and JRD.
The foregoing description of the Operating Agreement does not purport to be complete and is qualified in its entirety by the terms of the Operating Agreement, which is filed as Exhibit 10 to this Form 8-K and incorporated herein by reference.
Item 7.01. REGULATION FD DISCLOSURE
On February 12, 2007, the Company, issued a press release, attached as Exhibit 99 to this Form 8-K, announcing the formation of the Joint Venture.
The information set forth in this Item 7.01 of this 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).
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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