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.
Bloomberg.com 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.