Bond MGM International Resorts 5.5% ( US552953CF65 ) in USD

Issuer MGM International Resorts
Market price refresh price now   100 %  ▲ 
Country  United States
ISIN code  US552953CF65 ( in USD )
Interest rate 5.5% per year ( payment 2 times a year)
Maturity 14/04/2027



Prospectus brochure of the bond MGM Resorts International US552953CF65 en USD 5.5%, maturity 14/04/2027


Minimal amount 2 000 USD
Total amount 1 000 000 000 USD
Cusip 552953CF6
Standard & Poor's ( S&P ) rating B+ ( Highly speculative )
Moody's rating Ba3 ( Non-investment grade speculative )
Next Coupon 15/04/2026 ( In 11 days )
Detailed description 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 US552953CF65, pays a coupon of 5.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/04/2027

The Bond issued by MGM International Resorts ( United States ) , in USD, with the ISIN code US552953CF65, 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 US552953CF65, was rated B+ ( Highly speculative ) by Standard & Poor's ( S&P ) credit rating agency.







424B2
424B2 1 d647141d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-223375
CALCULATION OF REGISTRATION FEE


Maximum
Title of each class of
aggregate
Amount of
securities offered

offering price

registration fee
5.500% Senior Notes due 2027

$1,000,000,000

$121,200(1)
Guarantees of 5.500% Senior Notes due 2027(2)

--

--


(1)
The filing fee of $121,200 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 1, 2018)
$1,000,000,000

5.500% Senior Notes due 2027


We are offering $1,000,000,000 of 5.500% Senior Notes due 2027 (the "notes"). Interest on the notes will accrue from April 10, 2019 and be payable semi-annually
on April 15 and October 15 of each year, commencing on October 15, 2019. The notes will mature on April 15, 2027.
At any time prior to January 15, 2027 (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, if any. In addition, we may redeem the notes, in
whole or in part, on or after January 15, 2027 (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, if any. 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
Marina District Development Company, LLC ("MDDC"), and Marina District Development Holding Co., LLC ("MDDHC"), unless and until we obtain New Jersey gaming
approval, and except for MGM Yonkers, Inc. ("MGM Yonkers") and Brian Boru of Westchester, Inc. ("Boru," and, together with MGM Yonkers, the "MGM Yonkers
Subsidiaries"), unless and until we obtain New York gaming approval. The notes will not be guaranteed by our foreign subsidiaries and certain domestic subsidiaries, including,
among others, MGM China Holdings Limited ("MGM China"), MGM National Harbor, LLC ("MGM National Harbor"), Blue Tarp redevelopment, LLC ("MGM Springfield"),
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 subordinated to all indebtedness of our subsidiaries that do not guarantee the notes, including, among others, MGM China, MGM National Harbor, MGM
Springfield, MGM Detroit and MGP and any of their respective subsidiaries (and MDDC, MDDHC and the MGM Yonkers Subsidiaries unless and until they receive the respective
gaming approvals). 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-10 of this prospectus supplement to read about certain risks you
should consider before investing in the notes.





Per Note

Total

Public offering price(1)
100.000%

$ 1,000,000,000
Underwriting discounts and commissions

1.125%

$
11,250,000
Proceeds to MGM Resorts International
98.875%

$
988,750,000
1 Plus accrued interest, if any, from April 10, 2019 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 New Jersey Casino Control Commission, the New Jersey Division of Gaming
https://www.sec.gov/Archives/edgar/data/725549/000119312519090673/d647141d424b2.htm[3/29/2019 2:16:37 PM]


424B2
Enforcement, the Michigan Gaming Control Board, the Mississippi Gaming Commission, the Maryland Lottery and Gaming Control Commission, the Massachusetts Gaming
Commission, the New York State Gaming Commission nor any other gaming authority has passed upon the accuracy or adequacy of this prospectus supplement or the investment
merits of 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 April 10, 2019 only in book-entry form through the facilities of The Depository Trust Company
("DTC").


Joint Book-Running Managers

BofA Merrill Lynch

Barclays

Citigroup

Deutsche Bank Securities
J.P. Morgan

SMBC Nikko

Fifth Third Securities

Morgan Stanley


Passive Joint Book-Running Manager
BNP PARIBAS


Co-Managers

Citizens Capital Markets

Credit Agricole CIB

Scotiabank

SunTrust Robinson Humphrey
Capital One Securities

Comerica Securities

Prospectus Supplement dated March 27, 2019
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-10
Use of Proceeds
S-32
Capitalization
S-33
Regulation and Licensing
S-35
Description of Long-Term Debt
S-36
Description of Notes
S-40
Certain U.S. Federal Income Tax Considerations
S-60
Underwriting (Conflicts of Interest)
S-63
Legal Matters
S-68
Experts
S-68
Where You Can Find More Information
S-68
Incorporation of Certain Information by Reference
S-69



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


6
Selling Security Holders


6
Plan of Distribution


6
Legal Matters


6
Experts


6
Where You Can Find More Information


7
Incorporation of Certain Information by Reference


7

S-i
https://www.sec.gov/Archives/edgar/data/725549/000119312519090673/d647141d424b2.htm[3/29/2019 2:16:37 PM]


424B2
Table of Contents
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 1, 2018. 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 base 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 base 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 our MGM 2020 Plan (as defined herein), and the expected results of the MGM 2020 Plan, amounts we will spend
in capital expenditures and investments, our expectations with respect to future cash dividends on our common stock, dividends and distributions we will
receive from MGM China, MGM Growth Properties Operating Partnership LP (the "Operating Partnership") or CityCenter Holdings, LLC ("CityCenter"),
statements regarding management's views with respect to certain aspects of first quarter performance 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 the fixed component of our rent payments 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;

S-ii
Table of Contents
· 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;

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

which we compete;

https://www.sec.gov/Archives/edgar/data/725549/000119312519090673/d647141d424b2.htm[3/29/2019 2:16:37 PM]


424B2
· 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 jurisdictions in which we operate and in the locations in which our

customers reside;


· the possibility that we may not realize all of the anticipated benefits of our MGM 2020 Plan;


· our ability to pay ongoing regular dividends is subject to the discretion of our board of directors and certain other limitations;

· 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

portion of our properties, may adversely impair our operations;

· 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 in accordance with certain specified procedures;

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

through MGM China;

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

compensating MGM Grand Paradise, exercise its redemption right with respect to the subconcession, or refuse to grant MGM Grand
Paradise an extension of the subconcession in 2022;


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


· changes to fiscal and tax policies;

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

deferred tax asset;

S-iii
Table of Contents

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


· the concentration of a significant number 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 such 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, other acts of

violence or acts of war or hostility;


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


· the fact that future construction, development, or expansion projects will be subject to significant 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;
https://www.sec.gov/Archives/edgar/data/725549/000119312519090673/d647141d424b2.htm[3/29/2019 2:16:37 PM]


424B2

· 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;

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

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


· the potential reputational harm as a result of increased scrutiny related to our corporate social responsibility efforts;

· the potential failure of future efforts to expand through investments in other businesses and properties or through alliances or acquisitions,

such as the Northfield Park Associates, LLC ("Northfield") acquisition, or to divest some of our properties and other assets;


· 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 a

publicly traded company listed on the Hong Kong Stock Exchange.

S-iv
Table of Contents
The forward-looking statements included or incorporated by reference in this prospectus supplement are made only as of the date of this
prospectus supplement or as of the date of the documents incorporated by reference. Other factors or events not identified above could also cause our actual
results to differ materially from those projected. Most of those factors and events are difficult to predict accurately and are generally beyond our control. A
detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking
statements is included in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which is incorporated by
reference into this prospectus supplement, in the section entitled "Risk Factors" and as may be included from time to time in our reports filed with the
SEC. 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-v
Table of Contents
SUMMARY
The following summary highlights information contained in or incorporated by reference into this prospectus supplement and the
accompanying base 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 base 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 subsidiaries, owns and operates casino resorts. We own
https://www.sec.gov/Archives/edgar/data/725549/000119312519090673/d647141d424b2.htm[3/29/2019 2:16:37 PM]


424B2
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, Park MGM (which was branded as Monte Carlo prior to May 2018), 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. We operate and, along with local investors, own MGM Grand Detroit in Detroit, Michigan, MGM National Harbor in Prince George's
County, Maryland, and MGM Springfield in Springfield, Massachusetts, which opened on August 24, 2018. We also own and operate Borgata located
on Renaissance Pointe in the Marina area of Atlantic City, New Jersey, Empire City race track and casino in Yonkers, New York ("Empire City") and
the following resorts in Mississippi: Beau Rivage in Biloxi and Gold Strike in Tunica. We also own and operate The Park, a dining and entertainment
district located between New York-New York and Park MGM, 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.
MGM Growth Properties LLC ("MGP"), a consolidated subsidiary, is organized as an umbrella partnership REIT (commonly referred to as
an "UPREIT") structure in which substantially all of its assets are owned by, and substantially all of its businesses are conducted through, MGM
Growth Properties Operating Partnership LP (the "Operating Partnership"), its subsidiary. 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%. We and MGP each hold Operating Partnership units
representing limited partner interests in the Operating Partnership. The general partner of the Operating Partnership is a wholly-owned subsidiary of
MGP. The Operating Partnership units held by us 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. The determination of settlement method is at the option of MGP's independent conflicts committee. As of December 31, 2018, we
owned 73.3% of the Operating Partnership units, and MGP held the remaining 26.7% of the Operating Partnership units.
Pursuant to a master lease agreement between a subsidiary of ours (the "tenant") and a subsidiary of the Operating Partnership (the
"landlord"), the tenant leases the real estate assets of The Mirage, Mandalay Bay, Luxor, New York-New York, Park MGM, Excalibur, The Park,
Gold Strike Tunica, MGM Grand Detroit, Beau Rivage, Borgata, MGM National Harbor and Empire City from the landlord.
We have an approximate 56% controlling interest in MGM China, which owns MGM Grand Paradise, S.A. ("MGM Grand Paradise").
MGM Grand Paradise owns and operates the MGM Macau resort and casino

S-1
Table of Contents
("MGM Macau") and the related gaming subconcession and land concessions as well as MGM Cotai, an integrated casino, hotel and entertainment
resort located on the Cotai Strip in Macau that opened on February 13, 2018.
We own 50% of and manage CityCenter, located between Bellagio and Park MGM. 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; and Vdara, a luxury condominium-hotel. On August 30, 2018, a subsidiary of CityCenter
completed the sale of the Mandarin Oriental Las Vegas and adjacent retail parcels.
We and a subsidiary of Anschutz Entertainment Group, Inc. ("AEG") each own 42.5% of the Las Vegas Arena Company, LLC ("Las Vegas
Arena Company"), the entity which owns the T-Mobile Arena, and Athena Arena, LLC owns the remaining 15%. We also manage the T-Mobile
Arena and lease the MGM Grand Garden Arena, located adjacent to the MGM Grand Las Vegas, to the Las Vegas Arena Company.
During 2018, we entered into an agreement with GVC Holdings PLC to form Roar Digital LLC, a world-class sports betting and online
gaming platform in the United States. The 50/50 venture will be capitalized with initial commitments of $100 million per partner. Under the
agreement, the venture will benefit from the economics of our existing race and sports books and online gaming operations and will have exclusive
access to certain U.S. land-based and online sports betting, online real money and free-to-play casino gaming, major tournament and online poker,
and other similar future interactive businesses. The commencement of operations is subject to gaming regulatory approvals.
Tender Offers
We have made offers (collectively, the "Tender Offers") to purchase for cash up to $1.0 billion aggregate principal amount (the "Maximum
Tender Amount") of (i) our $500 million outstanding principal amount of 5.25% senior notes due 2020 (the "5.25% 2020 Notes") and (ii) our
$1.0 billion outstanding principal amount of 6.75% senior notes due 2020 (the "6.75% 2020 Notes" and, together with the 5.25% 2020 Notes,
collectively, the "2020 Notes").
https://www.sec.gov/Archives/edgar/data/725549/000119312519090673/d647141d424b2.htm[3/29/2019 2:16:37 PM]


424B2
The Tender Offers are being made solely pursuant to our Offer to Purchase, dated March 27, 2019 (as amended by the press release relating
to the Tender Offers dated March 27, 2019, the "Offer to Purchase"), and nothing contained herein constitutes an offer to purchase any securities. The
closing of the Tender Offers will be conditioned upon, among other things, the closing of this offering, and the terms and conditions of the Tender
Offers are subject to adjustment at our sole discretion as described in the Offer to Purchase. Whether or not the Tender Offers are consummated or
fully subscribed, we may, from time to time, purchase the 2020 Notes in the open market, in privately negotiated transactions, through tender or
exchange offers or otherwise, or may redeem any such notes that can be redeemed pursuant to their terms.
Recent Events
As we previously noted on our 2018 earnings call on February 13, 2019, our 2018 first quarter results benefited from higher than average
table games hold and a more favorable casino calendar at our Las Vegas Strip resorts. In connection with this discussion, we further noted that hold
in the first quarter of 2019 was not expected to be at a similar level. As a result, we believe our 2019 first quarter results will be affected by, among
other things, likely lower hold levels, as well as a less profitable Chinese New Year, which was negatively impacted as a result of travel and other
logistical issues due to the government shutdown. The foregoing represents management's preliminary views with respect to certain aspects of first
quarter performance that could change as a result of operating activity before the quarter ends and in connection with completing our financial close
procedures for the three months ended March 31, 2019. Prospective investors should exercise caution in

S-2
Table of Contents
relying on this information and should not draw any inferences from this information regarding financial or operating data not yet provided or
available.
MGM 2020 Plan
In January 2019, we announced the implementation of a company-wide business optimization initiative (the "MGM 2020 Plan") to further
reduce costs, improve efficiencies and position us for growth. We expect to deliver annualized Adjusted EBITDA benefit of $300 million in aggregate
through the MGM 2020 Plan, which consists of two phases: Phase 1, which comprises organizational changes to improve operating efficiencies to
realize $200 million by the end of 2020, half of which will be driven by labor savings, 25% by sourcing and the remaining 25% by revenue
optimization; and Phase 2, which comprises investing in our digital transformation to drive revenue growth investments to realize an additional $100
million by the end of 2021. See "Risk Factors--Risks Related to our Business--We may not realize all of the anticipated benefits of our MGM 2020
Plan" for a discussion of risks related to the MGM 2020 Plan.
Empire City Transaction
In January 2019, we completed our previously announced acquisition of the real property and operations associated with Empire City for
consideration of approximately $864 million, subject to customary working capital and other adjustments. Subsequently, MGP acquired Empire City's
real property from us for fair value of consideration of approximately $634 million. In connection with this transaction, we entered into an
amendment to the existing master lease for our subsidiary to lease back the real estate assets of Empire City from the landlord, increasing the annual
rent payment to MGP by $50 million, prorated for the remainder of the lease year. Consistent with the master lease terms, 90% of this rent will be
fixed and contractually grow at 2% per year until 2022. In addition, pursuant to the master lease amendment, we agreed to provide MGP a right of first
offer with respect to certain undeveloped land adjacent to the property to the extent that we develop additional gaming facilities and choose to sell or
transfer such property in the future. In connection with the Empire City acquisition, the MGM Yonkers Subsidiaries became guarantors of our senior
secured credit agreement and our existing senior notes. See "Regulation and Licensing" for a summary of the gaming laws and regulations applicable
to Empire City.
Northfield Transaction
In September 2018, we entered into an agreement to purchase the operations of Northfield from MGP for approximately $275 million.
Northfield Park is Ohio's largest property, and Cleveland's market-leading casino, in terms of gross gaming revenues as reported by the Ohio Lottery
Commission. Northfield will be added to the existing master lease, and the annual rent payment to MGP will increase by $60 million, pro rated for the
remainder of the lease year, 90% of which shall be allocated to the base rent and 10% of which shall be allocated to the percentage rent. In
March 2019, MGP announced that the Operating Partnership will redeem $275 million of its Operating Partnership units (subject to customary
working capital and other adjustments) as consideration for the purchase of the operating assets by MGM in lieu of the originally contemplated cash
consideration. The transaction is expected to close in April 2019, subject to regulatory approvals and other customary closing conditions.
Park MGM Lease Transaction
https://www.sec.gov/Archives/edgar/data/725549/000119312519090673/d647141d424b2.htm[3/29/2019 2:16:37 PM]


424B2
In March 2019, the tenant entered into an amendment to the existing master lease with respect to investments made by us related to
improvements at Park MGM and NoMad Las Vegas. The amendment provides for, among other things, the rent under the master lease increasing by
$50 million, prorated for the remainder of the lease year, 90% of which shall be allocated to the base rent and 10% of which shall be allocated to the

S-3
Table of Contents
percentage rent. In connection with the transaction, we received total consideration of $637.5 million, with approximately $31.9 million paid through
the issuance of Operating Partnership units to us, and the remaining $605.6 million paid in cash.
Macau Sub-Concession Extension Agreement
In March 2019, MGM China, an indirect majority-owned subsidiary, announced that on March 14, 2019, MGM Grand Paradise Limited
("MGM Grand Paradise"), a wholly owned subsidiary of MGM China, and Sociedade de Jogos de Macau, S.A. ("SJM") entered into a
Sub-Concession Extension Contract (the "Extension Agreement") pursuant to which the gaming sub-concession of MGM Grand Paradise, which is
due to expire on March 31, 2020, would be extended to June 26, 2022.
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."

S-4
Table of Contents
Summary Consolidated Financial Information and Other Data
Our summary consolidated financial and other data presented below as of and for the years ended December 31, 2018 and 2017 and for the
year ended December 31, 2016 have been derived from our audited consolidated financial statements incorporated by reference herein. 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. The balance sheet data as of December 31, 2016 has been
derived from our audited consolidated financial statements not incorporated by reference herein. Our historical results presented below are not
necessarily indicative of the results to be expected for any future period.



For the Years Ended December 31,



2018

2017

2016



(In thousands)



(audited)

Statement of Operations Data:



Net revenues

$ 11,763,096
$ 10,797,479
$ 9,478,269
Operating income


1,469,486

1,712,527
2,078,199
Net income


583,894

2,088,184
1,235,846
Net income attributable to MGM Resorts International


466,772

1,952,052
1,100,408



As of December 31,



2018

2017

2016

(In thousands except per share data and number of
https://www.sec.gov/Archives/edgar/data/725549/000119312519090673/d647141d424b2.htm[3/29/2019 2:16:37 PM]


424B2


shares outstanding)



(audited)

Balance Sheet Data (end of period):



Total assets

$ 30,210,706
$ 29,160,042
$ 28,174,400
Total debt, including capital leases

15,153,203
12,922,712
13,000,792
Stockholders' equity

10,469,791
11,611,124

9,941,957
MGM Resorts International stockholders' equity


6,512,283

7,577,061

6,192,825
MGM Resorts International stockholders' equity per share

$
12.35
$
13.38
$
10.79
Number of shares outstanding


527,480

566,276

574,124
Dividends declared per common share

$
0.48
$
0.44
$
--

S-5
Table of Contents
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
$1,000,000,000 aggregate principal amount of 5.500% senior notes due 2027.

Maturity
The notes will mature on April 15, 2027.

Interest Payment
April 15 and October 15 of each year after the date of issuance of the notes, beginning
on October 15, 2019.

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 MDDC (and any other subsidiary guarantors subject to
the oversight of the New Jersey Division of Gaming Enforcement or another regulatory
authority that must approve the execution or delivery of a subsidiary guarantee), 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 New Jersey gaming
approvals, and the MGM Yonkers Subsidiaries, in each case, unless and until we obtain the
New York gaming approvals. The notes will not be guaranteed by our foreign subsidiaries
and certain domestic subsidiaries, which include, among others, MGM China, MGM
National Harbor, MGM Springfield, 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 credit facility or any of our future capital markets indebtedness
("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 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
https://www.sec.gov/Archives/edgar/data/725549/000119312519090673/d647141d424b2.htm[3/29/2019 2:16:37 PM]


424B2

S-6
Table of Contents
International's and the guarantors' existing and future secured obligations, primarily
consisting of our senior secured credit facility, to the extent of the value of the assets
securing such obligations. The notes will also be effectively subordinated to all indebtedness
of our subsidiaries that do not guarantee the notes, including, among others, MGM China,

MGM National Harbor, MGM Springfield, MGM Detroit, MGP and each of their respective
subsidiaries. In addition, unless and until the New Jersey gaming approvals and New York
gaming approvals are obtained, the notes will be effectively subordinated to all indebtedness
of MDDC, MDDHC and the MGM Yonkers Subsidiaries. See "Description of Notes--
Ranking."

As of December 31, 2018, on an as adjusted basis after giving effect to this offering and the
use of proceeds therefrom, we would have had approximately $15.3 billion principal amount
of indebtedness outstanding, including approximately $750 million under our senior credit
facility, and approximately $1.5 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 December 31, 2018, non-guarantor subsidiaries had approximately
$7.2 billion aggregate principal amount of indebtedness outstanding (excluding intercompany
indebtedness). For additional information regarding subsidiary guarantors and non-
guarantors, see the condensed consolidating financial information available in Note 18 to the
financial statements included in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2018, incorporated by reference herein.

Optional Redemption
At any time prior to January 15, 2027 (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 January 15, 2027 (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);

S-7
Table of Contents

· merge or consolidate with another company or sell all or substantially all assets; and

https://www.sec.gov/Archives/edgar/data/725549/000119312519090673/d647141d424b2.htm[3/29/2019 2:16:37 PM]


Document Outline