Bond MGM International Resorts 4.625% ( US552953CD18 ) in USD

MGM International Resorts

100 % ▲

United States

US552953CD18 ( in USD )

4.625% per year ( payment 2 times a year)

01/09/2026

Prospectus brochure of the bond MGM Resorts International US552953CD18 en USD 4.625%, maturity 01/09/2026

1 000 USD

500 000 000 USD

552953CD1

B+ ( Highly speculative )

Ba3 ( Non-investment grade speculative )

01/09/2026 ( In 150 days )

MGM Resorts International is a global entertainment company operating a portfolio of destination resorts and casinos in the United States and Macau, offering gaming, hospitality, dining, and entertainment experiences.

The Bond issued by MGM International Resorts ( United States ) , in USD, with the ISIN code US552953CD18, pays a coupon of 4.625% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/09/2026

The Bond issued by MGM International Resorts ( United States ) , in USD, with the ISIN code US552953CD18, was rated Ba3 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by MGM International Resorts ( United States ) , in USD, with the ISIN code US552953CD18, was rated B+ ( Highly speculative ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-202427
CALCULATION OF REGISTRATION FEE

Title of each class of
Maximum aggregate
Amount of
securities offered

offering price

registration fee
4.625% Senior Notes due 2026

$500,000,000

$50,350(1)
Guarantees of 4.625% Senior Notes due 2026(2)

--

--

(1)
The filing fee of $50,350 is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
(2)
Pursuant to Rule 457(n), no separate fee is payable for the registration of the guarantees.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated March 2, 2015)

$ 5 0 0 ,0 0 0 ,0 0 0

4 .6 2 5 % Se nior N ot e s due 2 0 2 6

We are offering $500,000,000 of 4.625% Senior Notes due 2026 (the "notes"). Interest on the notes will accrue from August 19, 2016 and be payable semi-annually on
March 1 and September 1 of each year, commencing on March 1, 2017. The notes will mature on September 1, 2026.
At any time prior to June 1, 2026 (the date that is three months prior to the maturity date of the notes), we may redeem all or part of the notes at a redemption price equal
to 100% of the principal amount of the notes plus an applicable make-whole premium and accrued and unpaid interest. In addition, we may redeem the notes, in whole or
in part, on or after June 1, 2026 (the date that is three months prior to the maturity date of the notes) at a redemption price equal to 100% of the principal amount of the
notes plus accrued and unpaid interest. The notes are subject to redemption requirements imposed by gaming laws and regulations of the State of Nevada and other
gaming authorities.
The notes will be guaranteed, jointly and severally, on a senior basis by our subsidiaries that guarantee our senior credit facility and our existing notes, except for Nevada
Landing Partnership and MGM Elgin Sub, Inc. ("Elgin Sub"), unless and until we obtain the Illinois gaming approval, and except for Marina District Development Company,
LLC ("MDDC"), and Marina District Development Holding Co., LLC ("MDDHC"), unless and until we obtain New Jersey gaming approval. The notes will not be guaranteed
by our foreign subsidiaries and certain domestic subsidiaries, including MGM China Holdings Limited and its subsidiaries (collectively, "MGM China"), MGM National
Harbor, LLC ("MGM National Harbor"), Blue Tarp reDevelopment, LLC (the subsidiary developing MGM Springfield, "Blue Tarp"), MGM Grand Detroit, LLC ("MGM
Detroit"), MGM Growth Properties LLC ("MGP") and any of their respective subsidiaries.
The notes will be general senior unsecured obligations of MGM Resorts International and each guarantor, respectively, and will rank equally in right of payment with all
existing and future senior indebtedness of MGM Resorts International and each guarantor. The notes and the guarantees will be effectively subordinated to our and the
guarantors' existing and future secured obligations, primarily consisting of our senior credit facility, to the extent of the value of the assets securing such obligations. The
notes will also be effectively junior to all indebtedness of our subsidiaries that do not guarantee the notes, including MGM China, MGM National Harbor, Blue Tarp, MGM
Detroit and MGP. See "Description of Notes--Ranking."
The notes will not be listed on any securities exchange. There are currently no public markets for the notes.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-9 of this prospectus supplement to read about
certain risks you should consider before investing in the notes.

Pe r N ot e
T ot a l

Public offering price(1)

100.000%
$500,000,000
Underwriting discounts and commissions

1.250%
$
6,250,000
Proceeds to MGM Resorts International

98.750%
$493,750,000
1 Plus accrued interest, if any, from August 19, 2016 if settlement occurs after that date.
Neither the Securities and Exchange Commission (the "Commission") nor any state securities commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
None of the Nevada Gaming Commission, the Nevada State Gaming Control Board, the Michigan Gaming Control Board, the Mississippi Gaming Commission, the Illinois
Gaming Board, the New Jersey Casino Control Commission, the New Jersey Division of Gaming Enforcement, the Maryland Lottery and Gaming Control Commission, the
Massachusetts Gaming Commission nor any other gaming authority has passed upon the accuracy or adequacy of this prospectus supplement or the investment merits of
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424B2
the securities offered. Any representation to the contrary is unlawful. The Attorney General of the State of New York has not passed upon or endorsed the merits of this
offering. Any representation to the contrary is unlawful.
We expect delivery of the notes to be made to investors on or about August 19, 2016 only in book-entry form through the facilities of The Depository Trust Company
("DTC").

Joint Physical Book-Running Managers

Ba rc la ys
BofA M e rrill Lync h
J .P. M orga n

Joint Book-Running Managers

Cit igroup
De ut sc he Ba nk Se c urit ie s
BN P PARI BAS
M orga n St a nle y
SM BC N ik k o
Cre dit Agric ole CI B
Fift h T hird Se c urit ie s
SunT rust Robinson H um phre y
Co-Managers

Sc ot ia ba nk

Cit ize ns Ca pit a l M a rk e t s, I nc .
Prospectus Supplement dated August 16, 2016
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

About This Prospectus Supplement
S-ii
Cautionary Statement Concerning Forward-Looking Statements
S-ii
Summary
S-1
Risk Factors
S-9
Use of Proceeds
S-29
Capitalization
S-30
Description of Long-Term Debt
S-42
Description of Notes
S-47
Certain U.S. Federal Income Tax Considerations
S-65
Underwriting
S-68
Legal Matters
S-73
Experts
S-73
Where You Can Find More Information
S-73
Incorporation of Certain Information by Reference
S-74

Page
Prospectus

About This Prospectus

1
Cautionary Statement Concerning Forward-Looking Statements

2
Business

4
Risk Factors

5
Use of Proceeds

5
Ratio of Earnings to Fixed Charges

5
Description of Securities

5
Selling Security holders

6
Plan of Distribution

6
Legal Matters

6
Experts

6
Where You Can Find More Information

6
Incorporation of Certain Information by Reference

7

S-i
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ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement is a supplement to the accompanying base prospectus that is also a part of this document. This prospectus
supplement and the accompanying base prospectus are part of a "shelf" registration statement that we filed with the Commission. The shelf
registration statement was declared effective by the Commission upon filing on March 2, 2015. By using a shelf registration statement, we may
sell any combination of the securities described in the base prospectus from time to time in one or more offerings. In this prospectus supplement,
we provide you with specific information about the terms of this offering. You should rely only on the information or representations incorporated
by reference or provided in this prospectus supplement and the accompanying prospectus or in any free writing prospectus filed by us with the
Commission. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. If the description of this offering varies between this prospectus supplement and the accompanying
prospectus, you should rely on the information contained in or incorporated by reference in this prospectus supplement. You may obtain copies of
the shelf registration statement, or any document which we have filed as an exhibit to the shelf registration statement or to any other Commission
filing, either from the Commission or from the Secretary of MGM Resorts International as described under "Where You Can Find More
Information" in the accompanying prospectus. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not
permitted. You should not assume that the information in this prospectus supplement and the accompanying base prospectus is accurate as of any
date other than the date printed on their respective covers.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus supplement includes or incorporates by reference "forward-looking statements" within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements can be identified by words such as
"anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects," "will," "may" and similar references to future periods. Examples of
forward-looking statements include, but are not limited to, statements we make regarding expected market growth in Macau, our ability to
generate significant cash flow and execute on ongoing and future projects, such as the Profit Growth Plan, the expected results of the Profit Growth
Plan, amounts we will spend in capital expenditures and investments, the opening of strategic resort developments, the estimated costs and
components associated with those developments, the realization of any advantages to the IPO (as defined below) and related financing transactions
(and the impact of any opportunities created by the transaction), dividends and distributions we will receive from MGM China, MGP or CityCenter
and amounts projected to be realized as deferred tax assets. The foregoing is not a complete list of all forward-looking statements we make.
Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future
conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances
that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither
statements of historical fact nor guarantees or assurances of future performance. Therefore, we caution you against relying on any of these forward-
looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but
are not limited to, regional, national or global political, economic, business, competitive, market, and regulatory conditions and the following:

·
our substantial indebtedness and significant financial commitments, including our fixed annual lease payment to MGP, could adversely

affect our development options and financial results and impact our ability to satisfy our obligations;

·
current and future economic, capital and credit market conditions could adversely affect our ability to service or refinance our

indebtedness and to make planned expenditures and investments as well as strategic initiatives;

S-ii
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·
restrictions and limitations in the agreements governing our senior credit facility and other senior indebtedness could significantly affect

our ability to operate our business, as well as significantly affect our liquidity;

·
the fact that we are required to pay a significant portion of our cash flows as fixed and percentage rent under the master lease, which

could adversely affect our ability to fund our operations and growth, service our indebtedness and limit our ability to react to
competitive and economic changes;

·
a significant number of our domestic gaming facilities are leased and could experience risks associated with leased property, including

risks relating to lease termination, lease extensions, charges and our relationship with the lessor, which could have a material adverse
effect on our business, financial position or results of operations;

·
financial, operational, regulatory or other potential challenges that may arise with respect to MGP, as our sole lessor for a significant

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portion of our business, may adversely impair our operations;

·
James J. Murren, our Chairman, and Daniel J. Taylor, one of our directors, and William J. Hornbuckle, Elisa C. Gois, and John M.

McManus, our executive officers, may have actual or potential conflicts of interest because of their positions at MGP;

·
the fact that MGP has adopted a policy under which certain transactions with us, including transactions involving consideration in

excess of $25 million, must be approved by a conflict committee comprised of independent directors of MGP;

·
significant competition we face with respect to destination travel locations generally and with respect to our peers in the industries in

which we compete;

·
the fact that our businesses are subject to extensive regulation and the cost of compliance or failure to comply with such regulations

could adversely affect our business;

·
the impact on our business of economic and market conditions in the markets in which we operate and in the locations in which our

customers reside;

·
restrictions on our ability to have any interest or involvement in gaming business in China, Macau, Hong Kong and Taiwan, other than

through MGM China;

·
the ability of the Macau government to terminate MGM Grand Paradise's gaming subconcession under certain circumstances without

compensating MGM Grand Paradise or refuse to grant MGM Grand Paradise an extension of the subconcession, which is scheduled to
expire on March 31, 2020;

·
our ability to build and open our development in Cotai by January 2018;

·
the dependence of MGM Macau upon gaming promoters for a significant portion of gaming revenues in Macau;

·
our ability to recognize our foreign tax credit deferred asset and the variability of the valuation allowance we may apply against such

deferred tax asset;

·
extreme weather conditions or climate change may cause property damage or interrupt business;

·
the concentration of a majority of our major gaming resorts on the Las Vegas Strip;

·
the fact that we extend credit to a large portion of our customers and we may not be able to collect gaming receivables;

·
the potential occurrence of impairments to goodwill, indefinite-lived intangible assets or long-lived assets which could negatively affect

future profits;

·
the susceptibility of leisure and business travel, especially travel by air, to global geopolitical events, such as terrorist attacks or acts of

war or hostility, and to disease epidemics;

S-iii
Table of Contents

·
the fact that co-investing in properties, including our investment in CityCenter, decreases our ability to manage risk;

·
the fact that current and future construction or development projects will be susceptible to substantial development and construction

risks;

·
the fact that our insurance coverage may not be adequate to cover all possible losses that our properties could suffer, our insurance costs

may increase and we may not be able to obtain similar insurance coverage in the future;

·
the fact that a failure to protect our trademarks could have a negative impact on the value of our brand names and adversely affect our

business;

·
the risks associated with doing business outside of the United States and the impact of any potential violations of the Foreign Corrupt

Practices Act or other similar anti-corruption laws;

·
risks related to pending claims that have been, or future claims that may be brought against us;

·
the fact that a significant portion of our labor force is covered by collective bargaining agreements;

·
the sensitivity of our business to energy prices and a rise in energy prices could harm our operating results;

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·
the potential that failure to maintain the integrity of our computer systems and internal customer information could result in damage of

reputation and/or subject us to fines, payment of damages, lawsuits or other restrictions on our use or transfer of data;

·
increases in gaming taxes and fees in the jurisdictions in which we operate; and

·
the potential for conflicts of interest to arise because certain of our directors and officers are also directors of MGM China, which is

now a publicly traded company listed on the Hong Kong Stock Exchange.
Any forward-looking statement made by us in this prospectus supplement or incorporated by reference herein speaks only as of the date on
which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to
predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future
developments or otherwise, except as may be required by law. If we update one or more forward-looking statements, no inference should be made
that we will make additional updates with respect to those or other forward-looking statements.
You should also be aware that while we from time to time communicate with securities analysts, we do not disclose to them any material
non-public information, internal forecasts or other confidential business information. Therefore, you should not assume that we agree with any
statement or report issued by any analyst, irrespective of the content of the statement or report. To the extent that reports issued by securities
analysts contain projections, forecasts or opinions, those reports are not our responsibility and are not endorsed by us.

S-iv
Table of Contents
SUMMARY
The following summary highlights information contained or incorporated by reference into this prospectus supplement and the
accompanying prospectus. It does not contain all of the information that you should consider before investing in the notes. You should
carefully read this entire prospectus supplement and the accompanying prospectus, as well as the documents incorporated by reference, for a
more complete understanding of this offer and the notes. In this prospectus supplement, except where the context indicates or unless otherwise
indicated, we will collectively refer to MGM Resorts International and our direct and indirect subsidiaries as "MGM Resorts International,"
"we," "our" and "us."
MGM Resorts International
We are a Delaware corporation that acts largely as a holding company and, through our subsidiaries, owns and/or operates casino
resorts. We own and operate the following integrated casino, hotel and entertainment resorts in Las Vegas, Nevada: Bellagio, MGM Grand Las
Vegas, The Mirage, Mandalay Bay, Luxor, New York-New York, Monte Carlo, Excalibur and Circus Circus Las Vegas. Operations at MGM
Grand Las Vegas include management of The Signature at MGM Grand Las Vegas, a condominium-hotel consisting of three towers. Along
with local investors, we own and operate MGM Grand Detroit in Detroit, Michigan. We own and operate the following resorts in
Mississippi: Beau Rivage in Biloxi and Gold Strike in Tunica. We also own Shadow Creek, an exclusive world-class golf course located
approximately ten miles north of our Las Vegas Strip resorts, Primm Valley Golf Club at the California/Nevada state line and Fallen Oak golf
course in Saucier, Mississippi.
On April 25, 2016, our subsidiary MGM Growth Properties LLC ("MGP") completed its initial public offering (the "IPO") of
57,500,000 of its Class A shares representing limited liability company interests (inclusive of the full exercise by the underwriters of their
option to purchase 7,500,000 Class A shares) at an initial offering price of $21 per share. In connection with the IPO, we and MGP entered
into a series of transactions and several agreements that, among other things, set forth the terms and conditions of the IPO and provide a
framework for our relationship with MGP.
MGP is organized as an umbrella partnership REIT (commonly referred to as an "UPREIT") structure in which substantially all of its
assets and substantially all of its businesses are conducted through its operating partnership subsidiary, MGM Growth Properties Operating
Partnership LP (the "Operating Partnership"). MGP contributed the proceeds from the IPO to the Operating Partnership in exchange for
26.7% of the units in the Operating Partnership. The general partner of the Operating Partnership is also a subsidiary of MGP. MGP has two
classes of authorized and outstanding voting common shares (collectively, the "shares"): Class A shares and a single Class B share. We own
MGP's Class B share, which does not provide its holder any rights to profits or losses or any rights to receive distributions from operations of
MGP or upon liquidation or winding up of MGP. MGP's Class A shareholders are entitled to one vote per share, while we, as the owner of the
Class B share, are entitled to an amount of votes representing a majority of the total voting power of MGP's shares so long as we and our
controlled affiliates' (excluding MGP) aggregate beneficial ownership of the combined economic interests in MGP and the Operating
Partnership does not fall below 30%. As such, we control MGP through our majority voting rights and consolidate MGP in our financial
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results. At June 30, 2016, we owned 73.3% of the Operating Partnership units of the Operating Partnership, which is controlled and
consolidated by MGP (76.3% subsequent to MGP's acquisition of the real property associated with the Borgata Hotel Casino & Spa
("Borgata" and, together with the IPO Properties (as defined below), the "Properties") from us.
The ownership units of the Operating Partnership are exchangeable into Class A shares of MGP on a one-to-one basis, or cash at the fair
value of a Class A share, at the option of MGP.

S-1
Table of Contents
Pursuant to a master contribution agreement we entered into with MGP and the Operating Partnership, we contributed the real estate
assets of The Mirage, Mandalay Bay, Luxor, New York-New York, Monte Carlo, Excalibur, the Park, Gold Strike Tunica, MGM Grand
Detroit and Beau Rivage (collectively, the "IPO Properties") to newly formed subsidiaries and subsequently transferred our 100% ownership
interest in such subsidiaries to the Operating Partnership in exchange for Operating Partnership units in the Operating Partnership on the
closing date of the IPO.
We own 51% and have a controlling interest in MGM China Holdings Limited ("MGM China"), which owns MGM Grand Paradise,
S.A. ("MGM Grand Paradise"), the Macau company that owns and operates the MGM Macau resort and casino ("MGM Macau") and the
related gaming subconcession and land concessions, and are in the process of developing an 18 acre site on the Cotai Strip in Macau ("MGM
Cotai"). MGM Cotai will be an integrated casino, hotel and entertainment resort with capacity for up to 500 gaming tables and up to 1,500
slots, and featuring approximately 1,500 hotel rooms. The actual number of gaming tables allocated to MGM Cotai will be determined by the
Macau government prior to opening, and such allocation may be less than MGM Cotai's 500 gaming table capacity. The total estimated
project budget is $3.1 billion, excluding development fees eliminated in consolidation, capitalized interest and land related costs. MGM Cotai
is expected to open in the second quarter of 2017.
We own 50% of and manage CityCenter Holdings, LLC ("CityCenter"), located between Bellagio and Monte Carlo. The other 50% of
CityCenter is owned by Infinity World Development Corp, a wholly owned subsidiary of Dubai World, a Dubai, United Arab Emirates
government decree entity. CityCenter consists of Aria, an integrated casino, hotel and entertainment resort; Mandarin Oriental Las Vegas, a
non-gaming boutique hotel; and Vdara, a luxury condominium-hotel. In addition, CityCenter features residential units in the Residences at
Mandarin Oriental and Veer. In April 2016, CityCenter closed the sale of The Shops at Crystals, a retail, dining and entertainment district.
Prior to August 1, 2016, we owned 50% of Marina District Development Company, LLC ("MDDC"), the entity which owns Borgata,
located on Renaissance Pointe in the Marina area of Atlantic City, New Jersey, and Boyd Gaming Corporation ("Boyd Gaming") owned the
other 50% of Borgata and also operated the resort. In May 2016, we entered into a definitive agreement to acquire Boyd Gaming's interest in
Borgata. Further, we entered into a definitive agreement with MGP whereby following the completion of the acquisition of Boyd Gaming's
interest, MGP acquired Borgata's real property from us and leased back the real property to one of our subsidiaries. We completed the
transaction on August 1, 2016.
We own 50% of the Las Vegas Arena Company, LLC, the entity which owns the T-Mobile Arena and the other 50% is owned by a
subsidiary of Anschutz Entertainment Group, Inc. (AEG). We manage the T-Mobile Arena, which is located on a parcel of our land between
Frank Sinatra Drive and New York-New York, adjacent to the Las Vegas Strip. The T-Mobile Arena is a 20,000 seat venue designed to host
world-class events from mixed martial arts, boxing, hockey, basketball and bull riding to high profile awards shows and top-name concerts.
T-Mobile Arena commenced operations in April 2016. Effective January 1, 2016, we lease the MGM Grand Garden Arena, located adjacent
to the MGM Grand Las Vegas, to the Las Vegas Arena Company, LLC. In addition, we operate The Park, a dining and entertainment district,
which opened in April 2016 and which connects to New York-New York, Monte Carlo and T-Mobile Arena.
We also have a 50% interest in Grand Victoria. Grand Victoria is a riverboat casino located in Elgin, Illinois; an affiliate of Hyatt
Gaming owns the other 50% of Grand Victoria and operates the resort.
The Maryland Video Lottery Facility Location Commission has awarded our subsidiary developing MGM National Harbor a license to
build and operate a destination integrated casino, hotel and entertainment resort in Prince George's County at National Harbor, which is a
waterfront development located on the Potomac River just outside of Washington D.C. The expected cost to develop and construct MGM
National Harbor is

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approximately $1.4 billion, excluding capitalized interest and land related costs. We expect the resort to include a casino with over 3,300 slots
and approximately 160 table games including poker; a 300-room hotel with luxury spa and rooftop pool; 93,100 square feet of high-end
branded retail and fine and casual dining; a 3,000-seat theater venue; 50,000 square feet of meeting and event space; and a 4,700-space
parking garage. MGM National Harbor is expected to open during the fourth quarter of 2016.
One of our subsidiaries was awarded a casino license to build and operate MGM Springfield in Springfield, Massachusetts. MGM
Springfield will be developed on approximately 14 acres of land in downtown Springfield, Massachusetts. Our plans for the resort currently
include a casino with approximately 3,000 slots and 100 table games including poker; a 250-room hotel; 100,000 square feet of retail and
restaurant space; 44,000 square feet of meeting and event space; and a 3,375 space parking garage, with an expected development and
construction cost of approximately $865 million, excluding capitalized interest and land related costs. Construction of MGM Springfield is
expected to be completed in late 2018.
Recent Events
Acquisition of Borgata Hotel Casino & Spa. In May 2016, we entered into a definitive agreement to acquire Boyd Gaming's interest
in Borgata in Atlantic City, New Jersey. Further, we entered into a definitive agreement with MGP whereby, following the completion of the
acquisition of Boyd Gaming's interest, MGP acquired Borgata's real property from us and leased back the real property to one of our
subsidiaries, after which a subsidiary of ours began operating Borgata.
Both transactions closed on August 1, 2016, at which time Borgata became our consolidated subsidiary. We expect to record a gain of
approximately $400 million as a result of our consolidation of Borgata. Cash proceeds paid to Boyd Gaming for its interest was $589 million
after customary working capital adjustments and consideration of Borgata's outstanding debt of approximately $575 million.
MGP subsequently acquired Borgata's real property from one of our subsidiaries in exchange for MGP's assumption of $545 million of
indebtedness and the issuance of 27.4 million Operating Partnership units to one of our subsidiaries.
Pursuant to an amendment to the master lease, MGP leased back the real property to one of our subsidiaries. Initial rent payments to
MGP increased by $100 million. Consistent with the master lease terms, 90% of this rent is fixed and will contractually grow at 2% per year
until 2022.
NV Energy. In May 2015, we filed an application with the Public Utilities Commission of Nevada to purchase energy, capacity, and/or
ancillary services from a provider other than NV Energy. Following receipt of the required approvals, in July 2016 we filed our decision to
exit the fully bundled sales system of NV Energy and elected to pay the upfront impact payment and related costs of $87 million, of which $15
million will be paid by CityCenter. Such amounts are due on or before October 1, 2016. In the third quarter of 2016, we will expense our share
of the upfront impact payment of $73 million and recognize our 50% share of CityCenter's upfront impact payment. In addition, we and
CityCenter will be required to make ongoing payments to NV Energy for non-bypassable rate charges which primarily relate to each entity's
share of NV Energy's portfolio of renewable energy contracts which extend through 2040 and each entity's share of the costs of
decommissioning and remediation of coal-fired power plants in Nevada. We expect to recognize an estimate of such liability on a discounted
basis of approximately $60 million to $80 million in the third quarter of 2016 and CityCenter will recognize a liability on a discounted basis of
approximately $10 million to $20 million.
Operating Partnership Senior Notes. On August 12, 2016, the Operating Partnership issued $500 million in aggregate principal
amount of 4.500% senior unsecured notes due 2026 (the "MGP 2026 Notes"). For a description of the MGP 2026 Notes, see "Description of
Long-Term Debt" included elsewhere in this prospectus supplement.

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Table of Contents
MGM China Share Exchange. On August 16, 2016, we entered into an agreement with Grand Paradise Macau Limited ("GPM"), a
company incorporated in the Isle of Man and controlled by Ms. Pansy Ho, to acquire an additional 4.95% of the outstanding ordinary common
shares of MGM China. In exchange, we will issue 7,060,492 shares of our common stock and make an initial cash payment of $100 million to
GPM (or its nominee). We have also agreed to pay to GPM a deferred cash payment of $50 million which will be paid to GPM (or its
nominee) over time in amounts equal to the ordinary dividends received on the MGM China shares purchased by us, with a final payment on
the fifth anniversary of the closing date of the transaction if any portion of the $50 million remains unpaid at that time, subject to certain
conditions. We expect to close the transaction in the third quarter of 2016, subject to customary closing conditions.
Principal Executive Offices
Our principal executive offices are located at 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109. The telephone number for
our principal executive offices is (702) 693-7120.
We also maintain a website at https://www.mgmresorts.com/. The information on our website is not part of this prospectus supplement,
other than documents that we file with the Commission that are expressly incorporated by reference herein, and you should not rely on such
information in making your decision whether to purchase the notes. See "Incorporation of Certain Information by Reference."

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Summary Consolidated Financial Information
Our summary consolidated financial and other data presented below as of and for the three years ended December 31, 2015 have been
derived from our audited consolidated financial statements incorporated by reference herein. The summary consolidated financial data as of
and for the six months ended June 30, 2015 and 2016 has been derived from our unaudited consolidated financial statements for those periods,
which, in the opinion of management, include all adjustments, consisting of only normal recurring adjustments, necessary for a fair
presentation of the results of operations and financial position. The data below should be read together with our audited consolidated financial
statements and the accompanying notes thereto and other financial data incorporated by reference in this prospectus supplement and the
accompanying prospectus. Our results for the six months ended June 30, 2016 presented below are not necessarily indicative of the results to
be expected for the entire year and our historical results presented below are not necessarily indicative of the results to be expected for any
future period.

For the Six Months Ended

For the Years Ended December 31,

June 30,

2015

2014

2013

2016

2015

(In thousands, except per share data)

Statement of Operations Data:

Net revenues
$ 9,190,068 $10,081,984 $ 9,809,663 $ 4,479,188 $ 4,717,379
Operating income (loss)

(156,232) 1,323,538 1,137,281 1,085,009
743,625
Net income (loss)
(1,039,649)
127,178
41,374
605,696
339,113
Net income (loss) attributable to MGM Resorts
International

(447,720)
(149,873)
(171,734)
541,152
267,309
Balance Sheet Data (end of period):

Total assets
$25,215,178 $26,593,914 $25,961,843 $26,549,055 $27,149,587
Total debt, including capital leases
12,713,416 14,063,563 13,326,441 12,377,481 13,249,842
Stockholders' equity
7,764,427 7,628,274 7,860,495 9,526,883 9,176,830
MGM Resorts stockholders' equity
5,119,927 4,090,917 4,216,051 5,532,580 5,828,210
MGM Resorts stockholders' equity per share
$
9.06 $
8.33 $
8.60 $
9.78 $
10.35
Number of shares outstanding

564,839
491,292
490,361
565,612
563,090
Other Data:

(1)
)
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424B2
Ratio of earnings to fixed charges

(2

1.50 x
1.25 x
2.69 x
1.77 x

(1)
Earnings consist of income from continuing operations before income taxes and fixed charges, adjusted to exclude capitalized
interest. Fixed charges consist of interest, whether expensed or capitalized, amortization of debt discounts, premiums and issuance costs.
(2)
Earnings were inadequate to cover fixed charges by $1.058 billion for the year ended December 31, 2015.

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The Offering
The following is a brief summary of some of the terms of this offering. For a more complete description of the terms of the notes, see
"Description of Notes" in this prospectus supplement.

Issuer
MGM Resorts International, a Delaware corporation.

Notes offered
$500,000,000 aggregate principal amount of 4.625% senior notes due 2026.

Maturity
The notes will mature on September 1, 2026.

Interest payment
March 1 and September 1 of each year after the date of issuance of the notes, beginning
on March 1, 2017.

Guarantees
The notes will be fully and unconditionally guaranteed, jointly and severally, by each of
our subsidiaries that is a guarantor under our existing notes and our senior credit facility
(each a "subsidiary guarantor"), other than Nevada Landing Partnership, MGM Elgin
Sub, Inc. ("Elgin Sub"), MDDC (and any other subsidiary guarantors subject to the
oversight of the Illinois Gaming Board, the New Jersey Division of Gaming
Enforcement or another regulatory authority that must approve the execution or delivery
of a subsidiary guarantee), as well as MDDHC (whose issuance of a subsidiary
guarantee is conditioned on the New Jersey gaming approval of the MDDC guarantee),
in each case, unless and until we obtain the Illinois gaming approvals or the New Jersey
gaming approvals (or approvals from such other relevant regulatory authority), as
applicable. The notes will not be guaranteed by our foreign subsidiaries and certain
domestic subsidiaries, which include, among others, MGM China, MGM National
Harbor, Blue Tarp, MGM Detroit, MGP and any of their respective subsidiaries. In the
event that any subsidiary guarantor is no longer a guarantor under any series of our
existing notes, our senior credit facility or any of our future capital markets indebtedness
(the "reference indebtedness"), that subsidiary guarantor will be released and relieved of
its obligations under its guarantee of the notes, provided that any transaction related to
such release is carried out pursuant to and in accordance with all other applicable
provisions of the applicable indenture. The indenture will provide that any of our
existing or future domestic wholly-owned subsidiaries will be required to become a
subsidiary guarantor if such subsidiary grants a guarantee in respect of any reference
indebtedness. The indenture, which will contain the guarantees, will contain customary
provisions limiting the obligations of each subsidiary guarantor under its guarantee as
necessary to prevent such guarantee from constituting a fraudulent conveyance under
applicable law. See "Description of Notes--Subsidiary Guarantees."

Ranking
The notes and guarantees will be general senior unsecured obligations of MGM Resorts
International and each guarantor, respectively, and

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will rank equally in right of payment with all existing and future senior indebtedness of
MGM Resorts International and each guarantor, respectively, and effectively
subordinated to MGM Resorts International's and the guarantors' existing and future
secured obligations, primarily consisting of our senior credit facility, to the extent of the
value of the assets securing such obligations. The notes will also be effectively junior to

all indebtedness of our subsidiaries that do not guarantee the notes, including, among
others, MGM China, MGM National Harbor, Blue Tarp, MGM Detroit, MGP and each
of their respective subsidiaries. In addition, unless and and until the Illinois gaming
approvals and the New Jersey gaming approvals, as applicable, are obtained, the notes
will be effectively junior to all indebtedness of Nevada Landing Partnership, Elgin Sub,
MDDC and MDDHC. See "Description of Notes--Ranking."

As of June 30, 2016, on an as adjusted basis after giving effect to this offering and the
issuance of the MGP 2026 Notes by the Operating Partnership on August 12, 2016, we
would have had approximately $13.5 billion principal amount of indebtedness
outstanding, including approximately $250 million under our senior credit facility, and
approximately $1.22 billion of available borrowing capacity under our senior credit
facility. All indebtedness under our senior credit facility is secured and would rank

effectively senior to the notes to the extent of the value of the collateral securing our
senior credit facility. As of June 30, 2016, on an as adjusted basis after giving effect to
this offering and the issuance of the MGP 2026 Notes by the Operating Partnership on
August 12, 2016, non-guarantor subsidiaries had approximately $5.7 billion aggregate
principal amount of indebtedness outstanding (excluding indebtedness owed to us or any
of our subsidiary guarantors).

Optional redemption
At any time prior to June 1, 2026 (the date that is three months prior to the maturity
dates of the notes), we may redeem the notes, in whole or in part, at a redemption price
equal to 100% of the principal amount of the notes plus an applicable make-whole
premium and accrued and unpaid interest.

In addition, we may redeem the notes, in whole or in part, on or after June 1, 2026 (the

date that is three months prior to the maturity date of the notes) at a redemption price
equal to 100% of the principal amount of the notes plus accrued and unpaid interest.

Special redemption
The notes are subject to redemption requirements imposed by gaming laws and
regulations of the State of Nevada and other gaming authorities.

Covenants
The indenture contains covenants that, among other things, will limit our ability and the
ability of our subsidiary guarantors to:

· incur liens on assets to secure debt (subject to, under certain circumstances,

regulatory approvals);

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Document Outline

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