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CityCenter future in doubt after Dubai partner sues MGM Mirage

The survival of the $9.1 billion CityCenter development was called into question Monday when the investment arm of the Persian Gulf state of Dubai sued MGM Mirage over concerns about the project’s viability.

According to the lawsuit filed in Delaware Chancery Court, Dubai World, a 50-50 joint venture partner in CityCenter, is asking for unspecified damages and wants to be relieved of its obligations under the companies’ agreement that was struck in August 2007.


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  • Dubai World, which is financing its portion of CityCenter through its Infinity World subsidiary, contends that recent statements by MGM Mirage constitute a breach of the joint-venture pact and has put the project at risk.

    A spokesman for MGM Mirage was unavailable for comment this morning. As of noon PDT, MGM Mirage had not issued a statement about the legal action.

    The lawsuit seemingly took MGM Mirage by surprise. Last week, during the company’s fourth-quarter earnings conference call, MGM Mirage Chairman and CEO Jim Murren was asked about the relationship with Dubai World. “Our relationship with Dubai World is outstanding and has been since August of ’07 when we consummated the joint venture,” Murren said. “They have been steadfast partners.”

    Murren said Dubai World officials recently visited Las Vegas and the CityCenter development.

    “They left with great awe and pride in CityCenter,” Murren said. “And they realize, as do we, that this is a tough time that we’re all in ... and they have been great to work with and I’m very proud of the relationship that we have with them, and I’m glad that we have them.”

    In November, Nevada gaming regulators gave Dubai World approval to increase its stake in MGM Mirage to up to 20 percent. Dubai World had filed a licensing application with state gaming authorities so the entity could share in gaming revenues produced at CityCenter.

    In its lawsuit Dubai World blamed MGM Mirage, which is the managing partner of the joint venture, with mismanagement of the project and causing large cost-overruns despite some portions of the project having been scaled back. When the joint venture was announced, CityCenter had a budget of almost $7.5 billion, according to the lawsuit.

    Also, MGM Mirage anticipating raising about $5 billion in financing, which was revised to $3 billion. Ultimately, the company has raised just $1.8 billion. Dubai World said its subsidiary has made capital contributions of approximately $4.3 billion to CityCenter and is committed to another $1.1 billion.

    “Considering the decrease in scope of certain aspects of the project, (Dubai World) is being asked to pay significantly more for a project that is considerably less than it bargained for,” according to the lawsuit.

    George Dalton, the group general counsel for Dubai World, told reporters on a brief conference call in Dubai that the lawsuit was “a very regrettable step.” He said the state-owned company “actually had no choice. What we are attempting to do is complete this project.”

    In 2007, Dubai World spent almost $6 billion to own a 50 percent stake in the development and to control about 9.5 percent of MGM Mirage shares. Dubai World paid $80 a share for its interest in MGM Mirage, but the company’s stock price has fallen dramatically. Shares of MGM Mirage were trading up this morning until news of the lawsuit crossed the wire. Shares are currently being traded for under $3 a share.

    Asked whether Dubai was effectively seeking to end its joint venture with MGM Mirage, Dalton said: “It’s difficult to say at this point.”

    “We’re not saying MGM won’t be involved,” Dalton said. “We’re anxious to work with them, but we need to see them come out of their financial problems.”

    Dalton cited concerns about a statement in MGM Mirage’s recent annual report warning of a possible default on CityCenter that could in turn force it or the project to seek bankruptcy court protection.

    He also questioned the two-month waiver MGM Mirage received from its lenders last week to avoid violating its loan covenants. Analysts believe MGM Mirage may have to file Chapter 11 bankruptcy to restructure $13.5 billion in debt. In a Securities and Exchange Commission filing, MGM Mirage said there is “no certainty” the casino operator can continue to operate that long.

    “Our concern is for the long term health of the project,” he said. “We want to see some certainty (from MGM) before we continue with our obligations.”

    CityCenter includes six high-rise towers with a casino, boutique hotels, condominiums, entertainment and a retail mall. MGM Mirage has touted the project as the most expensive private commercial development in U.S. history.

    MGM Mirage said last month that CityCenter would open in stages, starting in October with Vdara, a nongaming condominium and hotel tower. Aria, CityCenter’s centerpiece 4,004-room hotel-casino, is scheduled to open Dec. 16.

    The Associated Press contributed to this report.

    Contact reporter Howard Stutz at hstutz@reviewjournal.com or 702-477-3871.

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    The at wrote on March 27, 2009 11:17 AM: I think City Center is a JOKE. And troops don't need to redeploy. Everyone needs to step up and help out the MGM cause it helps the community and who ever is rich needs to cough up so money to help out extra instead of buying really expensive cars which by the way looks like sh** and they are just trying to use that cause they are short of something else.


    theDude wrote on March 25, 2009 08:26 AM: In a way, History is repeating itself:

    "MGM Mirage anticipating raising about $5 billion in financing, which was revised to $3 billion. Ultimately, the company has raised just $1.8 billion. Dubai World said its subsidiary has made capital contributions of approximately $4.3 billion to CityCenter and is committed to another $1.1 billion."

    “Considering the decrease in scope of certain aspects of the project, (Dubai World) is being asked to pay significantly more for a project that is considerably less than it bargained for,” according to the lawsuit.

    So if everyone read their Vegas history, this is basically what Bugsy Siegel did with the Flamingo while trying to go legitimate. The original cost was to be $1 million dollars which in 1946 was astronomical, and when Siegel stepped in and started changing things, it ballooned to over 6 million and by the time it opened in December of 1946, they were deep in debt and ended up having to close the doors in January 1947 in debt. Only this was using mob money, so Bugsy got taken out and the mob moved in.......Dubai will be here soon.......


    David wrote on March 24, 2009 02:24 AM: Well, that was clear as mud Jennifer. You are assuming most understand business and bankruptcy laws, but to the novice, how will this effect the development of the property going forward?


    JenniferK wrote on March 24, 2009 02:15 AM: Filing of this "offensive" lawsuit is common when a partner in a venture doesn't have enough money to pay its share of the bills. Essentially, the deadbeat rushes to be the plaintiff not the defendant.

    Once that Rubicon is crossed, the deadbeat plaintiff rarely comes up with the cash it promised.

    The comments of Dubai World's "General Counsel" are the typical conflicting equivocations one hears from deadbeat plaintiffs.

    Like companies in similar circumstances, MGM Mirage has no recourse in state court but filing a counter-lawsuit for breach of contract, seeking monetary damages and the right to set-off the damage amount against Dubai World's interest in the property, reducing its ownership share.

    However this sort of reciprocal lawsuit can drag on for years. In Delaware Chancery Court, there is no quick way for MGM Mirage to force the cash out of Infinity World.

    As a result, no one should be surprised if MGM Mirage quickly files a Chapter 11 for the City Center entity, moving this lawsuit into the bankruptcy court.

    The beauty of a Chapter 11 bankruptcy is that all forms of "non-monetary defaults" by the debtor are automatically forgiven, meaning, in this case, that Infinity World and Dubai World would have no legitimate grounds to resist a bankruptcy court order to resume funding of construction. If they did resist, the court could take away Dubai World's existing equity interests.

    The contracts between MGM Mirage, Dubai World and Infinity World may say that MGM Mirage cannot file bankruptcy without Dubai World's consent. That problem can easily be solved, because three "friendly" unpaid creditors of City Center can file an involuntary bankruptcy, obviating that limitation.

    That bankruptcy could be filed in debtor-friendly Delaware, but MGM Mirage could get even better treatment by filing, or having friendly creditors file, bankruptcy here in Nevada.


    michael james wrote on March 24, 2009 01:12 AM: Think this one is bad? Wait until China calls in their markers.


    Free Nevada wrote on March 23, 2009 11:56 PM: See now, I have had a couple of really high quality 10+ minute posts censored (apparently web editor does not like some of my opinions), but then they allow these quality posts like 'Doofus'@10:39PM (in case they allow this but delete that, it was someone's racist ranting). Then again, you're talking about the RJ who, along with Nevada woman, took the brother of HRH the Soltan of Brunei to task yesterday for his water bill (!) without understanding how awesome he is and what an honor and benefit it is to have his Highness in our valley! Still sucks to be censored on political grounds though, even if the audience here is under 200 unique impressions per day, lol.


    Hotel Lackey wrote on March 23, 2009 10:29 PM: OMG MGM OMG MGM OMG MGM

    How big is Dubai again? Seems we have some troops in Iraq that need redeployment!
    Lets see if I have the cycle right.
    Rich US Citizens pay through the nose for Dubai Oil
    Dubai Oil men buy US Assets with our money
    Poor US Citizens can't afford to buy assets
    Rich Oil men own US Citizens

    I say we give them Uranium Depleted Rounds on the dollar.


    Sympathy for the devil? wrote on March 23, 2009 09:21 PM: Sympathy for Lanni, Murren, Baldwin, and McBeath?

    NEVER. These buffoons have bankrupted Las Vegas (and almost Kerkorian, too.) In the USA, we believe in PAY FOR PERFORMANCE.

    Let these Mensa giants fall on their swords. Or at least apologize. AND step down at once.

    Oh wait. That would take integrity.

    Let's face it: Wynn, Binion, Gaughan, Wortman-Paulos, and a handful of others could run the assets 100 times better.


    Broke MGM wrote on March 23, 2009 07:51 PM: MGM-Mirage needs to raise $ in a hurry. Watch them announce the sales of MGM Detroit and Mandalay Bay in the next week. The executives at all these gaming companies tried to play Las Vegas monopoly and are going to get crushed.


    Lisa wrote on March 23, 2009 07:35 PM: After reading these comments, it is clear that we have a lack of intelligence in our city. I don't think anyone here understands the value this type of growth has on our survival.


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