UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under Rule 13d-1 of the Securities Exchange Act of 1934
(Amendment No. 7)
MGM MIRAGE
| (Name of Issuer) |
Common Stock, par value $.01 per share
| (Title of Class of Securities) |
552953101
| (CUSIP Number) |
George Dalton, Esq.
Dubai World
Emirates Towers, Level 47
Sheikh Zayed Road
Dubai, United Arab Emirates
Telephone: +971 4 3903800
Copy to:
Robert R. Carlson, Esq.
Paul, Hastings, Janofsky & Walker LLP
515 South Flower Street
Los Angeles, California 90071
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
December 10, 2008
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 552953101
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Infinity World Investments LLC |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS
AF |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
|||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
14,548,738 shares | |
| 8 SHARED VOTING POWER
-0- shares | ||
| 9 SOLE DISPOSITIVE POWER
14,548,738 shares | ||
| 10 SHARED DISPOSITIVE POWER
-0- shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,548,738 shares |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
¨ |
|||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%1 |
|||
| 14 | TYPE OF REPORTING PERSON
CO |
| 1 |
This calculation is based upon the total number of 276,502,614 outstanding shares of common stock, par value $.01 per share, as of November 3, 2008, as reported in MGM MIRAGE’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008. |
CUSIP No. 552953101
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Infinity World Cayman Investments Corporation |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS
AF |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
|||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
14,548,738 shares | |
| 8 SHARED VOTING POWER
-0- shares | ||
| 9 SOLE DISPOSITIVE POWER
14,548,738 shares | ||
| 10 SHARED DISPOSITIVE POWER
-0- shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,548,738 shares |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
¨ |
|||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%2 |
|||
| 14 | TYPE OF REPORTING PERSON
CO |
| 2 |
This calculation is based upon the total number of 276,502,614 outstanding shares of common stock, par value $.01 per share, as of November 3, 2008, as reported in MGM MIRAGE’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008. |
CUSIP No. 552953101
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Infinity World (Cayman) L.P. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS
AF |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
|||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
26,048,738 shares | |
| 8 SHARED VOTING POWER
-0- shares | ||
| 9 SOLE DISPOSITIVE POWER
26,048,738 shares | ||
| 10 SHARED DISPOSITIVE POWER
-0- shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,048,738 shares |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
¨ |
|||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%3 |
|||
| 14 | TYPE OF REPORTING PERSON
PN |
| 3 |
This calculation is based upon the total number of 276,502,614 outstanding shares of common stock, par value $.01 per share, as of November 3, 2008, as reported in MGM MIRAGE’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008. |
CUSIP No. 552953101
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Infinity World (Cayman) Holding |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS
AF |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
|||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
26,048,738 shares | |
| 8 SHARED VOTING POWER
-0- shares | ||
| 9 SOLE DISPOSITIVE POWER
26,048,738 shares | ||
| 10 SHARED DISPOSITIVE POWER
-0- shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,048,738 shares |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
¨ |
|||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%4 |
|||
| 14 | TYPE OF REPORTING PERSON
CO |
| 4 |
This calculation is based upon the total number of 276,502,614 outstanding shares of common stock, par value $.01 per share, as of November 3, 2008, as reported in MGM MIRAGE’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008. |
CUSIP No. 552953101
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Infinity World Holding Ltd. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS
AF |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
|||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Dubai, United Arab Emirates |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
26,048,738 shares | |
| 8 SHARED VOTING POWER
-0- shares | ||
| 9 SOLE DISPOSITIVE POWER
26,048,738 shares | ||
| 10 SHARED DISPOSITIVE POWER
-0- shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,048,738 shares |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
¨ |
|||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%5 |
|||
| 14 | TYPE OF REPORTING PERSON
CO |
| 5 |
This calculation is based upon the total number of 276,502,614 outstanding shares of common stock, par value $.01 per share, as of November 3, 2008, as reported in MGM MIRAGE’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008. |
CUSIP No. 552953101
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dubai World |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS
WC |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
|||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Dubai, United Arab Emirates |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
26,048,738 shares | |
| 8 SHARED VOTING POWER
-0- shares | ||
| 9 SOLE DISPOSITIVE POWER
26,048,738 shares | ||
| 10 SHARED DISPOSITIVE POWER
-0- shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,048,738 shares |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
¨ |
|||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%6 |
|||
| 14 | TYPE OF REPORTING PERSON
OO |
| 6 |
This calculation is based upon the total number of 276,502,614 outstanding shares of common stock, par value $.01 per share, as of November 3, 2008, as reported in MGM MIRAGE’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008. |
This Schedule 13D/A constitutes Amendment No. 7 to that certain Schedule 13D filed on December 28, 2007, as previously amended by Amendment No. 1 filed on January 16, 2008, Amendment No. 2 filed on February 27, 2008, Amendment No. 3 filed on April 29, 2008, Amendment No. 4 filed on June 25, 2008, Amendment No. 5 filed on August 7, 2008, and Amendment No. 6 filed on November 7, 2008 by Infinity World Investments LLC, a Nevada limited liability company, Infinity World Cayman Investments Corporation, a Cayman Islands exempted company, Infinity World (Cayman) L.P., a Cayman Islands exempted limited partnership, Infinity World (Cayman) Holding, a Cayman Islands exempted company, Infinity World Holding Ltd., a Dubai, United Arab Emirates offshore corporation, and Dubai World, a Dubai, United Arab Emirates government decree entity (collectively, with all subsequent amendments, the “Schedule 13D”). Except as specifically set forth herein, the Schedule 13D remains unmodified.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended to add the following paragraph as the last paragraph:
On December 10, 2008, Infinity World Investments LLC (“Infinity World”) and Infinity World (Cayman) L.P. (“Cayman LP”) entered into a Payoff Letter (the “Letter Agreement”) with each of Credit Suisse International, Deutsche Bank AG, London Branch, and The Royal Bank of Scotland plc (collectively, the “Banks”) and Deutsche Bank Trust Company Americas, as collateral agent (the “Collateral Agent”), whereby the Banks received $890,738,836.05 from Infinity World and Cayman LP on December 11, 2008 to settle in full the share forward transactions and share swap transactions among the Banks, Infinity World and Cayman LP (the “Margin Facility”) and released Infinity World and Cayman LP from all obligations, except for those obligations that, according to their terms, survive termination, under the Amended and Restated Pledge Agreement dated as of April 21, 2008 attached as Exhibit 39 to Amendment No. 3 to the Schedule 13D filed on April 29, 2008, and Amendment No. 1 to Pledge Agreement dated as of November 4, 2008 attached as Exhibit 50 to Amendment No. 6 to the Schedule 13D filed on November 7, 2008 and incorporated herein by reference (collectively, the “Amended Pledge Agreement”), and each Bank also released Infinity World and Cayman LP from all obligations, except for those obligations that, according to their terms, survive termination, under the Amended and Restated Confirmations dated April 21, 2008 attached as Exhibits 36, 37 and 38 to Amendment No. 3 to the Schedule 13D filed on April 29, 2008, the Second Amendment to Confirmations dated June 23, 2008 attached as Exhibits 42, 43 and 44 to Amendment No. 4 to the Schedule 13D filed on June 25, 2008 and the Third Amendment to Confirmations dated November 4, 2008 attached as Exhibits 46, 47 and 48 to Amendment No. 6 to the Schedule 13D filed on November 7, 2008 and incorporated herein by reference (collectively, the “Amended Confirmations”). Pursuant to the Letter Agreement, the Banks also terminated the liens and security interests in shares of common stock of MGM MIRAGE (the “Shares”) owned by Infinity World and Cayman LP granted to the Banks pursuant to the Amended Pledge Agreement. Pursuant to the Letter Agreement, the Banks released Dubai World, Infinity World and Cayman LP from all obligations, except for those obligations that, according to their terms, survive termination, under the Second Amended and Restated Liquidity Agreement dated as of August 7, 2008 attached as Exhibit 40 to Amendment No. 5 to the Schedule 13D filed on August 15, 2008 and incorporated herein by reference (the “Amended Liquidity Agreement”), and each Bank also released Dubai World from all obligations, except for those obligations that, according to their terms, survive termination, under the Guarantee dated as of November 4, 2008 attached as Exhibit 49 to Amendment No. 6 to the Schedule 13D filed on November 7, 2008 and incorporated herein by reference (the “Guarantee”). This summary of the Letter Agreement is not intended to be complete and is qualified in its entirety by reference to the Letter Agreement incorporated herein by reference as Exhibit 51.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 6 is hereby amended to add the following paragraph as the last paragraph:
On December 10, 2008, Infinity World and Cayman LP entered into the Letter Agreement described in Item 3 above with the Banks and the Collateral Agent, whereby, among other things, the Banks received $890,738,836.05 from Infinity World and Cayman LP on December 11, 2008 to settle in full the Margin Facility and released Infinity World and Cayman LP from all obligations, except for those obligations that, according to their terms, survive termination, under the Amended Pledge Agreement and the Amended Confirmations. Pursuant to the Letter Agreement, the Banks also terminated the liens and security interests in the Shares owned by Infinity World and Cayman LP granted to the Banks pursuant to the Amended Pledge Agreement. Each Bank also released Dubai World, Infinity World and Cayman LP from all obligations, except for those obligations that, according to their terms, survive termination, under the Amended Liquidity Agreement and released Dubai World from all obligations, except for those obligations that, according to their terms, survive termination, under the Guarantee. This summary of the Letter Agreement is not intended to be complete and is qualified in its entirety by reference to the Letter Agreement incorporated herein by reference as Exhibit 51.
| Item 7. | Material to be Filed as Exhibits |
Item 7 is hereby amended to add the following exhibit:
| Exhibit No. |
Description of Exhibits | |
| 51 | Payoff Letter dated as of December 10, 2008 by and among Credit Suisse International, Deutsche Bank AG, London Branch, The Royal Bank of Scotland plc, Deutsche Bank Trust Company Americas, as Collateral Agent, Infinity World (Cayman) L.P. and Infinity World Investments LLC. | |
SIGNATURE
After reasonable 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.
Date: December 15, 2008
| DUBAI WORLD, | INFINITY WORLD (CAYMAN) L.P., | |||||||
| a Dubai, United Arab Emirates government decree entity | a Cayman Islands exempted limited partnership | |||||||
| By: Infinity World (Cayman) Holding | ||||||||
| Its: General Partner | ||||||||
| /s/ George Dalton |
/s/ Abdul Wahid A. Rahim Al Ulama | |||||||
| Name: George Dalton, Esq. | Name: Abdul Wahid A. Rahim Al Ulama | |||||||
| Title: Group Chief Legal Officer | Title: Secretary | |||||||
| INFINITY WORLD HOLDING LTD., | INFINITY WORLD (CAYMAN) HOLDING, | |||||||
| a Dubai, United Arab Emirates offshore corporation | a Cayman Islands exempted company | |||||||
| /s/ Abdul Wahid A. Rahim Al Ulama |
/s/ Abdul Wahid A. Rahim Al Ulama | |||||||
| Name: Abdul Wahid A. Rahim Al Ulama | Name: Abdul Wahid A. Rahim Al Ulama | |||||||
| Title: Secretary | Title: Secretary | |||||||
| INFINITY WORLD CAYMAN INVESTMENTS | ||||||||
| CORPORATION, | INFINITY WORLD INVESTMENTS LLC, | |||||||
| a Cayman Islands exempted company | a Nevada limited liability company | |||||||
| /s/ Abdul Wahid A. Rahim Al Ulama |
/s/ Abdul Wahid A. Rahim Al Ulama | |||||||
| Name: Abdul Wahid A. Rahim Al Ulama | Name: Abdul Wahid A. Rahim Al Ulama | |||||||
| Title: Secretary | Title: Secretary | |||||||
INDEX TO EXHIBITS
| No. |
Description | |
| 1**† |
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 jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding and Infinity World Holding Ltd. with the Securities and Exchange Commission on December 28, 2007 and incorporated herein by reference. | |
| 2**† |
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 jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding and Infinity World Holding Ltd. with the Securities and Exchange Commission on December 28, 2007 and incorporated herein by reference. | |
| 3**† |
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 jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding and Infinity World Holding Ltd. with the Securities and Exchange Commission on December 28, 2007 and incorporated herein by reference. | |
| 4† |
Limited Liability Company Agreement dated as of August 21, 2007 by and between Mirage Resorts, Incorporated and Dubai World, filed as Exhibit (d)(3) to the Schedule TO-T jointly filed by Dubai World, Infinity World (Cayman) L.P. and Infinity World Investments LLC with the Securities and Exchange Commission on August 24, 2007 and incorporated herein by reference. | |
| 5† |
Amendment No. 1 to Limited Liability Company Agreement dated as of November 15, 2007 by and between Project CC, LLC and Infinity World Development Corp, filed as Exhibit (d)(3) to the Form 8-K filed by MGM MIRAGE with the Securities and Exchange Commission on November 21, 2007 and incorporated herein by reference. | |
| 6† |
Assignment and Assumption Agreement dated as of November 15, 2007, by and between Dubai World, as assignor, and Infinity World Development Corp, as assignee, filed as Exhibit 6 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding and Infinity World Holding Ltd. with the Securities and Exchange Commission on December 28, 2007 and incorporated herein by reference. | |
| 7† |
Company Stock Purchase and Support Agreement dated as of August, 21, 2007 by and between MGM MIRAGE and Infinity World Investments LLC, filed as Exhibit (d)(1) to the Schedule TO-T jointly filed by Dubai World, Infinity World (Cayman) L.P. and Infinity World Investments LLC with the Securities and Exchange Commission on August 24, 2007 and incorporated herein by reference. | |
| 8† |
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 jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding and Infinity World Holding Ltd. with the Securities and Exchange Commission on December 28, 2007 and incorporated herein by reference. | |
| 9† |
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 the Schedule TO-T jointly filed by Dubai World, Infinity World (Cayman) L.P. and Infinity World Investments LLC with the Securities and Exchange Commission on August 24, 2007 and incorporated herein by reference. | |
| 10**† |
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 jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding and Infinity World Holding Ltd. with the Securities and Exchange Commission on December 28, 2007 and incorporated herein by reference. | |
| 11**† |
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 jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding and Infinity World Holding Ltd. with the Securities and Exchange Commission on December 28, 2007 and incorporated herein by reference. | |
| 12**† |
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 jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding and Infinity World Holding Ltd. with the Securities and Exchange Commission on December 28, 2007 and incorporated herein by reference. | |
| 13† |
Joint Filing Agreement dated as of December 28, 2007 by and among Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding and Infinity World Holding Ltd., filed as Exhibit 13 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding and Infinity World Holding Ltd. with the Securities and Exchange Commission on December 28, 2007 and incorporated herein by reference. | |
| 14† |
Press Release, dated January 9, 2008, filed with the Schedule TO-C jointly filed by MGM MIRAGE, Dubai World and Infinity World (Cayman) L.P. with the Securities and Exchange Commission on January 16, 2008 and incorporated herein by reference. | |
| 15† |
Press Release, dated January 16, 2008, filed with the Schedule TO-C jointly filed by MGM MIRAGE, Dubai World and Infinity World (Cayman) L.P. with the Securities and Exchange Commission on January 16, 2008 and incorporated herein by reference. | |
| 16† |
Amendment No. 2 to Limited Liability Company Agreement dated as of December 31, 2007 by and between Project CC, LLC and Infinity World Development Corp, filed as Exhibit 10.1 to the Form 8-K filed by MGM MIRAGE with the Securities and Exchange Commission on December 31, 2007 and incorporated herein by reference. | |
| 17† |
Amended and Restated Joint Filing Agreement dated as of February 26, 2008 by and among Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding, Infinity World Holding Ltd, Infinity World Investments LLC and Infinity World Cayman Investments Corporation, filed as Exhibit 17 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding, Infinity World Holding Ltd., Infinity World Cayman Investments Corporation and Infinity World Investments LLC with the Securities and Exchange Commission on February 27, 2008 and incorporated herein by reference. | |
| 18† |
Offer to Purchase, dated August 27, 2007, filed as Exhibit (a)(1)(A) to the Schedule TO-T jointly filed by Dubai World, Infinity World (Cayman) L.P. and Infinity World Investments LLC with the Securities and Exchange Commission on August 24, 2007 and incorporated herein by reference. | |
| 19† |
Letter of Transmittal, filed as Exhibit (a)(1)(B) to the Schedule TO-T jointly filed by Dubai World, Infinity World (Cayman) L.P. and Infinity World Investments LLC with the Securities and Exchange Commission on August 24, 2007 and incorporated herein by reference. | |
| 20† |
Notice of Guaranteed Delivery, filed as Exhibit (a)(1)(C) to the Schedule TO-T jointly filed by Dubai World, Infinity World (Cayman) L.P. and Infinity World Investments LLC with the Securities and Exchange Commission on August 24, 2007 and incorporated herein by reference. | |
| 21† |
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, filed as Exhibit (a)(1)(D) to the Schedule TO-T jointly filed by Dubai World, Infinity World (Cayman) L.P. and Infinity World Investments LLC with the Securities and Exchange Commission on August 24, 2007 and incorporated herein by reference. | |
| 22† |
Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, filed as Exhibit (a)(1)(E) to the Schedule TO-T jointly filed by Dubai World, Infinity World (Cayman) L.P. and Infinity World Investments LLC with the Securities and Exchange Commission on August 24, 2007 and incorporated herein by reference. | |
| 23† |
Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9, filed as Exhibit (a)(1)(F) to the Schedule TO-T jointly filed by Dubai World, Infinity World (Cayman) L.P. and Infinity World Investments LLC with the Securities and Exchange Commission on August 24, 2007 and incorporated herein by reference. | |
| 24† |
Summary Advertisement, filed as Exhibit (a)(1)(H) to the Schedule TO-T jointly filed by Dubai World, Infinity World (Cayman) L.P. and Infinity World Investments LLC with the Securities and Exchange Commission on August 24, 2007 and incorporated herein by reference. | |
| 25† |
Supplement to Offer to Purchase, filed as Exhibit (a)(1)(I) to Amendment No. 1 to the Schedule TO-T jointly filed by Dubai World, Infinity World (Cayman) L.P. and Infinity World Investments LLC with the Securities and Exchange Commission on August 27, 2007 and incorporated herein by reference. | |
| 26† |
Summary Advertisement, filed as Exhibit (a)(1)(K) to Amendment No. 1 to the Schedule TO-T jointly filed by Dubai World, Infinity World (Cayman) L.P. and Infinity World Investments LLC with the Securities and Exchange Commission on August 27, 2007 and incorporated herein by reference. | |
| 27† |
Supplement No. 2 to Offer to Purchase, filed as Exhibit (a)(1)(M) to Amendment No. 3 to the Schedule TO-T jointly filed by Dubai World, Infinity World (Cayman) L.P. and Infinity World Investments LLC with the Securities and Exchange Commission on October 1, 2007 and incorporated herein by reference. | |
| 28† |
Offer to Purchase, dated January 17, 2008, filed as Exhibit (a)(1)(A) to the Schedule TO-I jointly filed by MGM MIRAGE, Dubai World and Infinity World (Cayman) L.P. with the Securities and Exchange Commission on January 17, 2008 and incorporated herein by reference. | |
| 29† |
Letter of Transmittal to Tender Shares of Common Stock, filed as Exhibit (a)(1)(B) to the Schedule TO-I jointly filed by MGM MIRAGE, Dubai World and Infinity World (Cayman) L.P. with the Securities and Exchange Commission on January 17, 2008 and incorporated herein by reference. | |
| 30† |
Notice of Guaranteed Delivery, filed as Exhibit (a)(1)(C) to the Schedule TO-I jointly filed by MGM MIRAGE, Dubai World and Infinity World (Cayman) L.P. with the Securities and Exchange Commission on January 17, 2008 and incorporated herein by reference. | |
| 31† |
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, filed as Exhibit (a)(1)(D) to the Schedule TO-I jointly filed by MGM MIRAGE, Dubai World and Infinity World (Cayman) L.P. with the Securities and Exchange Commission on January 17, 2008 and incorporated herein by reference. | |
| 32† |
Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, filed as Exhibit (a)(1)(E) to the Schedule TO-I jointly filed by MGM MIRAGE, Dubai World and Infinity World (Cayman) L.P. with the Securities and Exchange Commission on January 17, 2008 and incorporated herein by reference. | |
| 33† |
Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9, filed as Exhibit (a)(1)(F) to the Schedule TO-I jointly filed by MGM MIRAGE, Dubai World and Infinity World (Cayman) L.P. with the Securities and Exchange Commission on January 17, 2008 and incorporated herein by reference. | |
| 34† |
Summary Advertisement, filed as Exhibit (a)(1)(I) to the Schedule TO-I jointly filed by MGM MIRAGE, Dubai World and Infinity World (Cayman) L.P. with the Securities and Exchange Commission on January 17, 2008 and incorporated herein by reference. | |
| 35† |
Joint Tender Offer Agreement, dated January 17, 2008, between MGM MIRAGE and Infinity World (Cayman) L.P., filed as Exhibit (d)(7) to the Schedule TO-I jointly filed by MGM MIRAGE, Dubai World and Infinity World (Cayman) L.P. with the Securities and Exchange Commission on January 17, 2008 and incorporated herein by reference. | |
| 36 **† |
Amended and Restated Confirmation dated as of April 21, 2008 by and among Credit Suisse International, Infinity World (Cayman) L.P. and Infinity World Investments LLC, filed as Exhibit 36 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding, Infinity World Holding Ltd., Infinity World Cayman Investments Corporation and Infinity World Investments LLC with the Securities and Exchange Commission on April 29, 2008 and incorporated herein by reference. | |
| 37 **† |
Amended and Restated Confirmation dated as of April 21, 2008 by and among Deutsche Bank AG, London Branch, Infinity World (Cayman) L.P. and Infinity World Investments LLC, filed as Exhibit 37 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding, Infinity World Holding Ltd., Infinity World Cayman Investments Corporation and Infinity World Investments LLC with the Securities and Exchange Commission on April 29, 2008 and incorporated herein by reference. | |
| 38 **† |
Amended and Restated Confirmation dated as of April 21, 2008 by and among The Royal Bank of Scotland plc, Infinity World (Cayman) L.P. and Infinity World Investments LLC, filed as Exhibit 38 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding, Infinity World Holding Ltd., Infinity World Cayman Investments Corporation and Infinity World Investments LLC with the Securities and Exchange Commission on April 29, 2008 and incorporated herein by reference. | |
| 39 **† |
Amended and Restated Pledge Agreement dated as of April 21, 2008 by and among Infinity World Investments LLC, Infinity World (Cayman) L.P., 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 39 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding, Infinity World Holding Ltd., Infinity World Cayman Investments Corporation and Infinity World Investments LLC with the Securities and Exchange Commission on April 29, 2008 and incorporated herein by reference. | |
| 40 **† |
Amended and Restated Liquidity Agreement dated as of April 21, 2008 by and among Dubai World, Infinity World Investments LLC, Infinity World (Cayman) L.P., 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 40 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding, Infinity World Holding Ltd., Infinity World Cayman Investments Corporation and Infinity World Investments LLC with the Securities and Exchange Commission on April 29, 2008 and incorporated herein by reference. | |
| 41 **† |
Amendment to the Letter Agreement dated as of April 21, 2008 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 41 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding, Infinity World Holding Ltd., Infinity World Cayman Investments Corporation and Infinity World Investments LLC with the Securities and Exchange Commission on April 29, 2008 and incorporated herein by reference. | |
| 42 **† |
Second Amendment to Confirmation dated as of June 23, 2008 by and among Credit Suisse International, Infinity World (Cayman) L.P. and Infinity World Investments LLC., filed as Exhibit 42 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding, Infinity World Holding Ltd., Infinity World Cayman Investments Corporation and Infinity World Investments LLC with the Securities and Exchange Commission on June 25, 2008 and incorporated herein by reference. | |
| 43 **† |
Second Amendment to Confirmation dated as of June 23, 2008 by and among Deutsche Bank AG, London Branch, Infinity World (Cayman) L.P. and Infinity World Investments LLC, filed as Exhibit 43 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding, Infinity World Holding Ltd., Infinity World Cayman Investments Corporation and Infinity World Investments LLC with the Securities and Exchange Commission on June 25, 2008 and incorporated herein by reference. | |
| 44 **† |
Second Amendment to Confirmation dated as of June 23, 2008 by and among The Royal Bank of Scotland plc, Infinity World (Cayman) L.P. and Infinity World Investments LLC, filed as Exhibit 44 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding, Infinity World Holding Ltd., Infinity World Cayman Investments Corporation and Infinity World Investments LLC with the Securities and Exchange Commission on June 25, 2008 and incorporated herein by reference. | |
| 45 **† |
Second Amended and Restated Liquidity Agreement dated as of August 7, 2008 by and among Dubai World, Infinity World Investments LLC, Infinity World (Cayman) L.P., 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 45 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding, Infinity World Holding Ltd., Infinity World Cayman Investments Corporation and Infinity World Investments LLC with the Securities and Exchange Commission on August 15, 2008 and incorporated herein by reference. | |
| 46† |
Third Amendment to Confirmation dated as of November 4, 2008 by and among Credit Suisse International, Infinity World (Cayman) L.P. and Infinity World Investments LLC, filed as Exhibit 46 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding, Infinity World Holding Ltd., Infinity World Cayman Investments Corporation and Infinity World Investments LLC with the Securities and Exchange Commission on November 7, 2008 and incorporated herein by reference. | |
| 47† |
Third Amendment to Confirmation dated as of November 4, 2008 by and among Deutsche Bank AG, London Branch, Infinity World (Cayman) L.P. and Infinity World Investments LLC, filed as Exhibit 47 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding, Infinity World Holding Ltd., Infinity World Cayman Investments Corporation and Infinity World Investments LLC with the Securities and Exchange Commission on November 7, 2008 and incorporated herein by reference. | |
| 48† |
Third Amendment to Confirmation dated as of November 4, 2008 by and among The Royal Bank of Scotland plc, Infinity World (Cayman) L.P. and Infinity World Investments LLC, filed as Exhibit 48 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding, Infinity World Holding Ltd., Infinity World Cayman Investments Corporation and Infinity World Investments LLC with the Securities and Exchange Commission on November 7, 2008 and incorporated herein by reference. | |
| 49† |
Guarantee dated as of November 4, 2008 by and among Dubai World, Credit Suisse International, Deutsche Bank AG, London Branch, and The Royal Bank of Scotland plc, filed as Exhibit 49 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding, Infinity World Holding Ltd., Infinity World Cayman Investments Corporation and Infinity World Investments LLC with the Securities and Exchange Commission on November 7, 2008 and incorporated herein by reference. | |
| 50† |
Amendment No. 1 to Amended and Restated Pledge Agreement dated as of November 4, 2008 by and among Infinity World Investments LLC, Infinity World (Cayman) L.P., Credit Suisse International, Deutsche Bank AG, London Branch, The Royal Bank of Scotland plc and Deutsche Bank Trust Company Americas, as collateral agent, filed as Exhibit 50 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding, Infinity World Holding Ltd., Infinity World Cayman Investments Corporation and Infinity World Investments LLC with the Securities and Exchange Commission on November 7, 2008 and incorporated herein by reference. | |
| 51* |
Payoff Letter dated as of December 10, 2008 by and among Credit Suisse International, Deutsche Bank AG, London Branch, The Royal Bank of Scotland plc, Deutsche Bank Trust Company Americas, as Collateral Agent, Infinity World (Cayman) L.P. and Infinity World Investments LLC. | |
| * | Filed herewith. |
| ** | Portions have been omitted pursuant to a request for confidential treatment. |
| † | Previously filed. |