Obbligazione MGM International Resorts 6.75% ( US552953BY63 ) in USD

MGM International Resorts

100 USD ⇌

Stati Uniti

US552953BY63 ( in USD )

6.75% per anno ( pagato 2 volte l'anno)

01/10/2020 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione MGM Resorts International US552953BY63 in USD 6.75%, scaduta

2 000 USD

999 940 000 USD

552953BY6

N/A

MGM Resorts International è una società di intrattenimento e ospitalità statunitense che possiede e gestisce una vasta gamma di casinò, hotel, resort e altri luoghi di intrattenimento in tutto il mondo.

The Obbligazione issued by MGM International Resorts ( United States ) , in USD, with the ISIN code US552953BY63, pays a coupon of 6.75% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 01/10/2020

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TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Reg. Statement No. 333-187056
PROSPECTUS
MGM Resorts International
Offer to Exchange
6.750% SENIOR NOTES DUE 2020
REGISTERED UNDER THE SECURITIES ACT
FOR
A LIKE PRINCIPAL AMOUNT OF 6.750% SENIOR NOTES DUE 2020
(144A CUSIP No. 552953 BZ3; Regulation S CUSIP No. U5929H ACO)
MGM Resorts International is offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange an aggregate principal
amount of up to $1,000,000,000 of our 6.750% Senior Notes due 2020 (the "exchange notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for an
equal principal amount of our outstanding 6.750% Senior Notes due 2020 (the "outstanding notes," and such transaction, the "exchange offer").
We are conducting the exchange offer in order to provide you with an opportunity to exchange your unregistered notes for freely tradable notes that have been registered under the Securities Act.
The exchange notes will represent the same debt as the outstanding notes, and we will issue the exchange notes under the same indenture as the outstanding notes.
The Exchange Offer
·
We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradable.
·
You may withdraw tenders of outstanding notes at any time prior to the expiration date of the exchange offer.
·
The exchange offer expires at 5:00 p.m., New York City time, on May 31, 2013, unless extended. We do not currently intend to extend the expiration date.
·
The exchange of outstanding notes for exchange notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. See the discussion under "Certain U.S. Federal Income Tax
Considerations."
·
The terms of the exchange notes to be issued in the exchange offer are substantial y identical to the outstanding notes, except that the exchange notes will be freely tradable and will not be entitled to
registration rights. The exchange notes will not have the right to earn additional interest under circumstances relating to our registration obligations.
·
Certain of our subsidiaries will guarantee our obligations under the exchange notes, including the payment of principal of, premium, if any, and interest on the notes. These guarantees of the exchange notes
will be senior obligations of the subsidiary guarantors. Additional subsidiaries will be required to guarantee the exchange notes, and the guarantees of the subsidiary guarantors will terminate, in each case in
the circumstances described under "Description of Exchange Notes--Subsidiary Guarantees."
Each holder of an unregistered note wishing to accept the exchange offer must deliver the unregistered note to be exchanged, together with the letter of transmittal that accompanies this prospectus and any other
required documentation, to the exchange agent identified in this prospectus. Alternatively, you may effect a tender of unregistered notes by book-entry transfer into the exchange agent's account at The Depository Trust
Company ("DTC"). All deliveries are at the risk of the holder. You can find detailed instructions concerning delivery in the section called "The Exchange Offer" in this prospectus and in the accompanying letter of transmittal.
If you are a broker-dealer that receives exchange notes for your own account, you must acknowledge that you will deliver a prospectus in connection with any resale of the exchange notes. The letter of transmittal
accompanying this prospectus states that, by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an "underwriter" within the meaning of the Securities Act. You may use this
prospectus, as we may amend or supplement it in the future, for your resales of exchange notes. We will use commercially reasonable efforts to have the registration statement, of which this prospectus forms a part, remain
effective for a period ending on the earlier of (i) 180 days fol owing the 20th business day after the registration statement containing this prospectus is declared effective and (i ) the date on which such broker-dealer no longer
owns any transfer restricted securities. We will also amend or supplement this prospectus during this 180-day period, if requested by one or more participating broker-dealers, in order to expedite or facilitate such resales.
See "Risk Factors" beginning on page 8 for a discussion of certain risks that you should consider before participating in the exchange offer.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the exchange notes to be distributed in the exchange offer or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. The prospectus may be used only for the purposes for
which it has been published, and no person has been authorized to give any information not contained herein. If you receive any other information, you should not rely on it. We are not making an offer of
these securities in any state where the offer is not permitted.

The date of this prospectus is May 2, 2013.
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Table of Contents

Page

Incorporation by Reference
i

Prospectus Summary
1

Risk Factors
8

Cautionary Statement Concerning Forward-Looking Statements
23

Ratio of Earnings to Fixed Charges
25

Use of Proceeds
26

Regulation and Licensing
27

Description of Long-Term Debt
36

The Exchange Offer
38

Description of Exchange Notes
46

Certain U.S. Federal Income Tax Considerations
63

Plan of Distribution
64

Legal Matters
64

Experts
64

Available Information
65
INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference information into this prospectus. This means we can disclose important information to you by referring you to
another document. Any information referred to this way is considered part of this prospectus from the date we file that document. Any reports filed by us with the SEC
after the date of this prospectus and before the date that the exchange offer by means of this prospectus is terminated will automatically update and, where applicable,
supersede any information contained in this prospectus or incorporated by reference in this prospectus.
This prospectus incorporates by reference the documents listed below that we have previously filed with the SEC. These documents contain important information
about us. Any information referred to in this way is considered part of this prospectus from the date we filed that document.
We incorporate by reference the documents listed below:
·
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (including the exhibits incorporated by reference therein);
·
The information responsive to Part III of Form 10-K for the fiscal year ended December 31, 2012 provided in our Proxy Statement on Schedule 14A
filed on April 30, 2013;
·
Our Current Reports on Form 8-K filed (but not furnished) on February 12, 2013, February 20, 2013 and April 10, 2013; and
·
All documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after the date of this
prospectus and before the termination of the exchange offer to which this prospectus relates (other than information furnished
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pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K, unless expressly stated otherwise therein).
In reviewing any agreements incorporated by reference, please remember that they are included to provide you with information regarding the terms of such
agreements and are not intended to provide any other factual or disclosure information about us. The agreements may contain representations and warranties by us
which should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to
be inaccurate. The representations and warranties were made only as of the date of the relevant agreement or such other date or dates as may be specified in such
agreement and are subject to more recent developments. Accordingly, these representations and warranties alone may not describe the actual state of affairs as of the
date they were made or at any other time.
We will provide without charge to each person to whom this prospectus is delivered, upon his or her written or oral request, a copy of any or all documents
referred to above which have been or may be incorporated by reference into this prospectus, excluding exhibits to those documents unless they are specifically
incorporated by reference into those documents. You may request copies of those documents, at no cost, by writing or calling us at the following address or telephone
number: John McManus, Executive Vice President, General Counsel and Secretary, MGM Resorts International, 3600 Las Vegas Boulevard South, Las Vegas,
Nevada 89109; telephone number: (702) 693-7120. A copy will be provided by first class mail or other similar means promptly after receipt of your request.
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PROSPECTUS SUMMARY
The following summary highlights information contained or incorporated by reference into this prospectus. It does not contain all of the information that may
be important to you. You should carefully read this entire prospectus, as well as the documents incorporated by reference, for a more complete understanding of
this offer and the notes. In this prospectus, 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 one of the world's leading global hospitality companies, operating a world-renowned portfolio of destination resort brands. We believe the casino resorts
we own, manage and invest in are among the world's finest casino resorts. We own and operate the following casino 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. Other Nevada operations include Circus Circu
Reno, Gold Strike in Jean, and Railroad Pass in Henderson. We and our local partners own and operate MGM Grand Detroit in Detroit, Michigan. We own and operat
two 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. We also
own 50% of Silver Legacy, located in Reno, Nevada; and 50% of Grand Victoria, located in Elgin, Illinois.
We own 51% and have a controlling interest in MGM China, which owns MGM Grand Paradise, S.A. ("MGM Grand Paradise"), the Macau company that owns
the MGM Macau resort and casino and the related gaming subconcession and land concession and that has formally accepted a draft land concession contract with the
government of Macau to develop a second gaming resort in Cotai, Macau.
We also own 50% of CityCenter, located between Bellagio and Monte Carlo. The other 50% of CityCenter is owned by Infinity World Development Corp
("Infinity World"), a wholly owned subsidiary of Dubai World, a Dubai, United Arab Emirates government decree entity. CityCenter consists of Aria, a casino resort;
Mandarin Oriental Las Vegas, a non-gaming boutique hotel; Crystals, a retail, dining and entertainment district; and Vdara, a luxury condominium-hotel. In addition,
CityCenter features residential units in the Residences at Mandarin Oriental and Veer. We receive a management fee of 2% of revenues for the management of Aria and
Vdara, and 5% of EBITDA (as defined in the agreements governing our management of Aria and Vdara). In addition, we receive an annual fee of $3 million for the
management of Crystals.
We formed MGM Hospitality, LLC ("MGM Hospitality") to focus on strategic resort development and management opportunities, with an emphasis on
international opportunities which we believe offer the greatest opportunity for future growth. We have hired senior personnel with established backgrounds in the
development and management of international hospitality operations to maximize the profit potential of MGM Hospitality's operations. MGM Hospitality has signed
multiple technical and management services agreements for resorts in the Middle East, North Africa, India and China.
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.

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The Exchange Offer
The following is a brief summary of the principal terms of the exchange offer. A more detailed description is contained in the section "The Exchange Offer."
The term "Outstanding Notes" refers to our outstanding 6.750% Senior Notes due 2020 issued on September 19, 2012 in a private placement transaction exempt
from registration under the Securities Act. The term "Exchange Notes" refers to our 6.750% Senior Notes due 2020 offered by this prospectus, which have been
registered under the Securities Act.
The Exchange Offer

We are offering to exchange up to $1,000,000,000 principal amount of Exchange Notes,
which have been registered under the Securities Act, for an equal principal amount of
Outstanding Notes. Outstanding Notes may be exchanged only in minimum denominations
of $2,000 and integral multiples of $1,000 in excess of $2,000. Exchange Notes will be
issued only in minimum denominations of $2,000 and integral multiples of $1,000 in
excess of $2,000.

We issued the Outstanding Notes in a private transaction for resale pursuant to Rule 144A
and Regulation S under the Securities Act. The terms of the Exchange Notes are
substantially identical to the terms of the Outstanding Notes, except that provisions relatin
to transfer restrictions, registration rights, and rights to additional interest in addition to th
stated interest rate on the Outstanding Notes as liquidated damages under the registration
rights agreement ("Additional Interest") will not apply to the Exchange Notes.

In order to exchange your Outstanding Notes for Exchange Notes, you must properly tende
them at or prior to the expiration of the exchange offer.

Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on May 31, 2013, unles
the exchange offer is extended, in which case the expiration time will be the latest date an
time to which the exchange offer is extended. See "The Exchange Offer--Terms of the
Exchange Offer; Expiration Time."

Procedures for Tendering Outstanding Notes
You may tender your Outstanding Notes through book-entry transfer in accordance with
The Depository Trust Company's Automated Tender Offer Program, known as ATOP. If
you wish to accept the exchange offer, you must either:

· complete, sign, and date the accompanying letter of transmittal, or a facsimile of the
letter of transmittal, in accordance with the instructions contained in the letter of
transmittal, and mail or otherwise deliver the letter of transmittal, together with your
Outstanding Notes, to the exchange agent at the address set forth under "The Exchange
Offer--The Exchange Agent"; or

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· arrange for The Depository Trust Company to transmit to the exchange agent certain
required information, including an agent's message forming part of a book-entry transfe
in which you agree to be bound by the terms of the letter of transmittal, and transfer the
Outstanding Notes being tendered into the exchange agent's account at The Depository
Trust Company.

You may tender your Outstanding Notes for the applicable series of Exchange Notes in
whole or in part in minimum denominations of $2,000 and integral multiples of $1,000 in
excess of $2,000.

See "The Exchange Offer--How to Tender Outstanding Notes for Exchange."

Guaranteed Delivery Procedures
If you wish to tender your Outstanding Notes and time will not permit your required
documents to reach the exchange agent by the expiration time, or the procedures for
book-entry transfer cannot be completed by the expiration time, you may tender your
Outstanding Notes according to the guaranteed delivery procedures described in "The
Exchange Offer--Guaranteed Delivery Procedures."

Special Procedures for Beneficial Owners
If you beneficially own Outstanding Notes registered in the name of a broker, dealer,
commercial bank, trust company, or other nominee and you wish to tender your
Outstanding Notes in the exchange offer, you should contact the registered holder promptly
and instruct it to tender on your behalf. See "The Exchange Offer--How to Tender
Outstanding Notes for Exchange."

Withdrawal of Tenders
You may withdraw your tender of Outstanding Notes at any time at or prior to the
expiration time by delivering a written notice of withdrawal to the exchange agent in
conformity with the procedures discussed under "The Exchange Offer--Withdrawal
Rights."

Acceptance of Outstanding Notes and Delivery of Exchange Notes
Upon consummation of the exchange offer, we will accept any and all Outstanding Notes
that are properly tendered in the exchange offer and not withdrawn at or prior to the
expiration time. The Exchange Notes issued pursuant to the exchange offer will be
delivered promptly upon expiration of the exchange offer, and any tendered Outstanding
Notes that are not accepted for exchange will be returned to the tendering holder promptly
upon the expiration or termination of the exchange offer. See "The Exchange Offer--Term
of the Exchange Offer; Expiration Time."

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Registration Rights Agreement

We are making the exchange offer pursuant to the registration rights agreement that we
entered into on September 19, 2012 with the initial purchasers of the Outstanding Notes
(the "registration rights agreement").

Resale of Exchange Notes
We believe that the Exchange Notes issued in the exchange offer may be offered for resale
resold, or otherwise transferred by you without compliance with the registration and
prospectus delivery requirements of the Securities Act, provided that:

· you are not an "affiliate" of ours;

· the Exchange Notes you receive pursuant to the exchange offer are being acquired in the
ordinary course of your business;

· you have no arrangement or understanding with any person to participate in the
distribution of the Exchange Notes issued to you in the exchange offer;

· if you are not a broker-dealer, you are not engaged in, and do not intend to engage in, a
distribution of the Exchange Notes issued in the exchange offer; and

· if you are a broker-dealer, you will receive the Exchange Notes for your own account,
the Outstanding Notes were acquired by you as a result of market-making or other
trading activities, and you will deliver a prospectus when you resell or transfer any
Exchange Notes issued in the exchange offer. See "Plan of Distribution" for a
description of the prospectus delivery obligations of broker-dealers in the exchange
offer.

If you do not meet these requirements, your resale of the Exchange Notes must comply wit
the registration and prospectus delivery requirements of the Securities Act.

Our belief is based on interpretations by the staff of the SEC, as set forth in no-action
letters issued to third parties. The staff of the SEC has not considered this exchange offer
in the context of a no-action letter and we cannot assure you that the staff of the SEC woul
make a similar determination with respect to this exchange offer.

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If you are a broker-dealer and you will receive Exchange Notes for your own account in
exchange for unregistered notes that were acquired as a result of market-making activities
or other trading activities, you will be required to acknowledge that you will deliver a
prospectus in connection with any resale of the Exchange Notes. See "Plan of Distribution
for a description of the prospectus delivery obligations of broker-dealers.

See "The Exchange Offer--Consequences of Exchanging Outstanding Notes."

Consequences of Failure to Exchange
If you do not exchange your Outstanding Notes in the exchange offer, your Outstanding
Notes will continue to be subject to the restrictions on transfer provided in the Outstandin
Notes and in the indenture. In general, the Outstanding Notes may not be offered or sold
unless registered or sold in a transaction exempt from registration under the Securities Ac
and applicable state securities laws. If a substantial amount of the Outstanding Notes is
exchanged for a like amount of the Exchange Notes, the liquidity and the trading market fo
your untendered Outstanding Notes could be adversely affected. See "The Exchange
Offer--Consequences of Failure to Exchange Outstanding Notes." We will not be
responsible for or indemnify you against any liability you may incur under the Securities
Act.

Exchange Agent
The exchange agent for the exchange offer is U.S. Bank National Association. For
additional information, see "The Exchange Offer--Exchange Agent" and the accompanyin
letter of transmittal.

Certain U.S. Federal Income Tax Considerations
The exchange of outstanding notes in the exchange offer will not be a taxable event for
United States federal income tax purposes.

You should consult your own tax advisor as to the tax consequences to you of the
exchange offer, as well as tax consequences of the ownership and disposition of the
Exchange Notes. For additional information, see "Certain U.S. Federal Income Tax
Considerations."

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The Exchange Notes
The summary below describes the principal terms of the Exchange Notes. Certain of the terms and conditions described below are subject to important
limitations and exceptions. The "Description of the Exchange Notes" section of this prospectus contains a more detailed description of the terms and conditions of
the Exchange Notes.
The Exchange Notes will be identical in all material respects to the outstanding notes for which they have been exchanged, except:
·
the offer and sale of the Exchange Notes will have been registered under the Securities Act, will not bear any legend restricting their transfer and
generally will not be subject to restrictions on transfer,
·
the Exchange Notes will bear a different CUSIP number from the outstanding notes,
·
the Exchange Notes will not be entitled to registration rights, and
·
the holders of the Exchange Notes will not have the right to earn additional interest under circumstances relating to our registration obligations.
Issuer
MGM Resorts International, a Delaware corporation.
Notes offered
$1,000,000,000 aggregate principal amount of 6.750% senior notes due 2020.
Maturity Date
The Exchange Notes will mature on October 1, 2020.
Interest
Interest on the Exchange Notes is 6.750% per annum.
Interest Payment Dates
Interest on the Exchange Notes is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1,
2013. Interest on the Exchange Notes will initially accrue from the most recent date to which interest has been paid on the
Outstanding Notes.
Guarantees
The Exchange Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior basis by each of our
subsidiaries, other than our excluded subsidiaries. The guarantors will include all subsidiaries that guarantee our senior credit
facility and/or our existing notes, and, with respect to our senior credit facility, MGM Grand Detroit, LLC. The Exchange Notes wil
not be guaranteed by our excluded subsidiaries, which include, among others, MGM Grand Detroit, LLC and its subsidiaries and
MGM China and its subsidiaries. We are permitted to designate additional excluded subsidiaries if, among other conditions, such
other subsidiaries do not guarantee our other indebtedness and are not subject to any covenants in, or liens securing, the credit
facility or the existing senior notes. See "Description of Exchange Notes--Subsidiary Guarantees."

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Ranking
The Exchange 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, or senior to, all existing and future indebtedness of MGM Resorts
International and each guarantor, respectively, and will be effectively junior to all of their existing and future senior secured
indebtedness to the extent of the assets securing such indebtedness. The Exchange Notes will also be effectively junior to all
indebtedness of our subsidiaries that do not guarantee the notes, including MGM Grand Detroit, LLC and its subsidiaries and MGM
China and its subsidiaries. See "Description of Exchange Notes--Ranking."
Optional redemption
We may redeem all or part of the Exchange Notes at a redemption price equal to 100% of the principal amount of the Exchange
Notes, plus an applicable make whole premium and accrued and unpaid interest.
Special redemption
The Exchange 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);

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

· enter into certain sale and lease-back transactions.

These covenants are subject to important exceptions and qualifications as described under "Description of Exchange Notes--
Additional Covenants of MGM Resorts International." In particular, the indenture governing the Exchange Notes will not provide fo
restrictions on the ability of our subsidiaries to incur additional indebtedness, make restricted payments, pay dividends or make
distributions in respect of capital stock, purchase or redeem capital stock, enter into transactions with affiliates or make advances to
or invest in, other entities (including unaffiliated entities).
Risk factors
See "Risk Factors" and the other information included or incorporated by reference in this prospectus for a discussion of the factors
you should carefully consider before deciding to exchange your Outstanding Notes for Exchange Notes.
Use of Proceeds
We will not receive any proceeds from the issuance of Exchange Notes in the exchange offer.

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