MGM MIRAGE in $1.15 Billion Convertible Note Offering and Related Capped Call Transactions

April 20, 2010

Cleary Gottlieb acted as product counsel to the initial purchasers, led by BofA Merrill Lynch, Barclays Capital, J.P. Morgan and Deutsche Bank Securities, in a $1.15 billion Rule 144A offering by MGM MIRAGE of 4.25% convertible senior notes due 2015, including exercise in full of the related over-allotment option. Cleary Gottlieb also represented affiliates of certain initial purchasers as counterparties to MGM MIRAGE in related capped call transactions. The note offering and the related over-allotment option closed on April 20. identified the transaction as the largest convertible notes offering in the U.S. market for five months.

MGM MIRAGE is a leading company in gaming, hospitality and entertainment, owning casino resorts including Bellagio, The Mirage and Circus Circus.