ITEM 8.01 OTHER EVENTS
Press Releases for Exchange Offer Amendments & Private Placement of Senior
Unsecured Notes
On September 17, 2009, MGM MIRAGE (the "Company") issued a press release
announcing amendments to its private exchange offer for the Company's
outstanding 8.50% senior notes due 2010 (the "Exchange Offer Amendments"). The
text of the press release regarding the Exchange Offer Amendments, attached
hereto as Exhibit 99.1, is incorporated herein by reference.
Additionally, on September 17, 2009, the Company issued a press release
announcing its proposal to make a private placement of $350 million in aggregate
principal amount of senior unsecured notes due 2018 (the "Private Placement").
The text of the press release regarding the Private Placement, attached hereto
as Exhibit 99.2, is incorporated herein by reference.
CityCenter Investment
The Company is currently evaluating certain impairment considerations in
connection with its third quarter 2009 reporting requirements. As disclosed in
its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009
(the "June 30 10-Q") filed with the Securities and Exchange Commission ("SEC"),
the Company evaluates its investments in unconsolidated affiliates for
impairment whenever events or changes in circumstances indicate that the
carrying value of such investment may have experienced an other-than-temporary
decline in value. If such conditions exist, the Company compares the estimated
fair value of the investment to its carrying value to determine if an impairment
is indicated and determines whether such impairment is "other-than-temporary"
based on its assessment of relevant factors. The Company estimates fair value
using a discounted cash flow analysis utilizing "Level 3" inputs under
Accounting Standards Codification topic 820, Fair Value Measurements and
Disclosures,, including market indicators of discount rates and terminal year
capitalization rates. At March 31, 2009, the Company reviewed its CityCenter
investment for impairment. The Company's discounted cash flow analysis for
CityCenter was based on estimated future cash outflows for construction and
maintenance expenditures and future cash inflows from operations and residential
sales of CityCenter. Based on its analysis, the Company determined that no
impairment charge was necessary at March 31, 2009.
The Company expects to conduct an impairment analysis of its investment in
CityCenter as of September 30, 2009. The Company believes it is reasonably
likely that the outcome of this review may lead to a non-cash impairment charge
but cannot reasonably estimate the amount or range of such impairment charge at
this time.
In addition, CityCenter has a significant amount of residential real estate
currently under development. Its ability to close out its residential sales
program will be based, in part, on future market conditions. As disclosed in the
June 30 10-Q, CityCenter may incur a non-cash impairment charge if discounts to
the prices of residential units prior to completion lead to a conclusion that
the carrying value of the residential inventory is not recoverable based on
management's estimates of undiscounted cash flows. Once the residential
inventory is complete, CityCenter will be required to measure such inventory at
the lower of a) its carrying value, or b) fair value less cost to sell. It is
reasonably likely that the fair value less cost to sell of the residential
inventory at completion will be below the inventory's carrying value, and that
the joint venture will be required to record an impairment charge at that time -
which may be in the fourth quarter of 2009 or the first quarter of 2010. The
Company would record 50% of any such impairment, offset by certain basis
differences, as a part of "Income from Unconsolidated Affiliates" in its
Consolidated Statements of Operations.
The Company believes that CityCenter will be required to review its residential
real estate currently under development for impairment as of September 30, 2009.
The Company believes it is reasonably likely that the outcome of this review may
lead to a non-cash impairment charge at CityCenter, but cannot reasonably
estimate the amount or range of such impairment charge at this time.