Obligation MGM International Resorts 7.625% ( US552953BB60 ) en USD

MGM International Resorts

100 % ⇌

Etas-Unis

US552953BB60 ( en USD )

7.625% par an ( paiement semestriel )

15/01/2017 - Obligation échue

Prospectus brochure de l'obligation MGM Resorts International US552953BB60 en USD 7.625%, échue

1 000 USD

750 000 000 USD

552953BB6

BB- ( Spéculatif )

B1 ( Très spéculatif )

MGM Resorts International est une société américaine de jeux et de divertissement qui possède et exploite des casinos, des hôtels, des lieux de divertissement et des centres de villégiature dans plusieurs États américains et dans le monde.

L'Obligation émise par MGM International Resorts ( Etas-Unis ) , en USD, avec le code ISIN US552953BB60, paye un coupon de 7.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2017

L'Obligation émise par MGM International Resorts ( Etas-Unis ) , en USD, avec le code ISIN US552953BB60, a été notée B1 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par MGM International Resorts ( Etas-Unis ) , en USD, avec le code ISIN US552953BB60, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 9, 2006)

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-133925
A filing fee of $80,250.00, calculated in accordance with
Rule 457(r), has been transmitted to the SEC in connection with
the securities offered by means of this prospectus supplement.

$750,000,000

75/8% Senior Notes due 2017

We are one of the largest gaming companies in the world. We own what we believe to be the finest collection of casino
resorts in the world.
We are offering $750 million of our 7.625% senior notes due 2017. We will pay interest on the notes on January 15
and July 15 of each year, commencing on July 15, 2007. The notes will mature on January 15, 2017.
We may redeem the notes in whole or in part at any time prior to their maturity at the redemption price set forth in this
prospectus supplement.
The notes will be guaranteed by substantially all our subsidiaries. The notes will be general unsecured senior
obligations of us and each guarantor, respectively, and will rank equally with or senior to all existing or future
indebtedness of us and each guarantor, respectively.
We intend to use the proceeds to repay a portion of the outstanding amount under our $7.0 billion senior credit facility
and for general corporate purposes.

See "Risk Factors" beginning on page S-3 to read about important factors you should consider before buying
the notes.

Per Note
Total

Initial public offering price(1)
100 % $ 750,000,000
Underwriting discount
0.325 % $ 2,437,500
Proceeds, before expenses, to MGM MIRAGE(1)
99.675 % $ 747,562,500

(1) Plus accrued interest, if any.

Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement and the accompanying
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

None of the Nevada Gaming Commission, the Nevada Gaming Control Board, the New Jersey Division of
Gaming Enforcement, the New Jersey Casino Control Commission, the Michigan Gaming Control Board, the
Mississippi Gaming Commission, the Illinois Gaming Board nor any other gaming authority has passed upon
the accuracy or adequacy of this prospectus supplement, or the accompanying prospectus, 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 that delivery of the notes will be made to investors in book-entry form on or about December 21, 2006.

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Joint Book-Running Managers
Barclays Capital
BNP PARIBAS
UBS Investment Bank
Wachovia Securities

Citigroup
Commerzbank Corporates & Markets
Daiwa Securities America Inc.
Deutsche Bank Securities
Jefferies & Company
JPMorgan
RBS Greenwich Capital

Prospectus Supplement dated December 13, 2006
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This prospectus supplement and the accompanying prospectus are part of a "shelf"
registration statement that we filed with the SEC. By using a shelf registration statement, we may
sell any combination of the securities described in the prospectus from time to time in one or more
offerings. You should rely only on the information or representations incorporated by reference or
provided in this prospectus supplement and the accompanying prospectus. 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, or any document which we have filed as an exhibit to the
shelf registration or to any other SEC filing, either from the SEC or from the Secretary of MGM
MIRAGE as described under "Where You Can Find More Information." 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 prospectus is
accurate as of any date other than the date printed on their respective covers.
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FORWARD-LOOKING STATEMENTS

This prospectus supplement and the accompanying prospectus include "forward-looking statements"
that are subject to risks and uncertainties. In portions of this prospectus supplement and the
accompanying prospectus, the words "anticipates," "believes," "estimates," "seeks," "expects," "plans,"
"intends" and similar expressions, as they relate to us or our management, are intended to identify
forward-looking statements. Although we believe that the expectations reflected in such forward-looking
statements are reasonable, and have based these expectations on our beliefs as well as assumptions we
have made, such expectations may prove to be incorrect. Important factors that could cause actual results
to differ materially from such expectations are disclosed in this prospectus supplement and the
accompanying prospectus including, without limitation, those set forth under "Risk Factors," beginning on
page S-3.

All subsequent written and oral forward-looking statements attributable to us or persons acting on our
behalf are expressly qualified in their entirety by our cautionary statements. The forward-looking
statements included or incorporated herein are made only as of the date of this prospectus supplement, or
as of the date of the documents incorporated by reference. We do not intend, and undertake no obligation,
to update these forward-looking statements.

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PROSPECTUS SUMMARY

This summary is not complete and may not contain all of the information that may be important
to you. You should read the entire prospectus supplement and the accompanying prospectus
carefully, 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 otherwise requires,
we will collectively refer to MGM MIRAGE and its direct and indirect subsidiaries as "MGM
MIRAGE," "we," "our" and "us."

MGM MIRAGE

We are one of the largest gaming companies in the world. We own what we believe to be the
world's finest collection of casino resorts. We own and operate Bellagio, MGM Grand, Mandalay
Bay, The Mirage, Luxor, Treasure Island ("TI"), New York-New York, Excalibur, Monte Carlo, Circus
Circus-Las Vegas and Slots-A-Fun located in Las Vegas, Nevada. We also own and operate Circus
Circus-Reno, located in Reno, Nevada, Gold Strike and Nevada Landing, located in Jean, Nevada,
Railroad Pass, located in Henderson, Nevada, MGM Grand Detroit, located in Detroit, Michigan,
Gold Strike, located in Tunica County, Mississippi, and Beau Rivage, a beachfront resort located in
Biloxi, Mississippi. Beau Rivage reopened on August 29, 2006 after being closed for business for
one year due to extensive damage from Hurricane Katrina. We are also a 50% owner of Silver
Legacy, located in Reno, Nevada, a 50% owner of Borgata, a destination casino resort on
Renaissance Pointe in Atlantic City, New Jersey and 50% owner of Grand Victoria, a riverboat
casino in Elgin, Illinois. We also have a 50% interest in the MGM Grand Macau under construction in
Macau S.A.R. We are developing CityCenter, a multi-billion dollar mixed-use urban development
project on the Las Vegas Strip. We are also developing a permanent hotel-casino facility in Detroit,
Michigan, which is expected to replace the current interim casino facility in late 2007. In addition, our
other operations include the Shadow Creek golf course in North Las Vegas, two golf courses at the
Primm Valley Resorts, and a 50% investment in The Signature at MGM Grand, a condominium-hotel
development in Las Vegas, Nevada.

In October 2006, we entered into an agreement to sell our subsidiaries that operate Colorado
Belle Resort & Casino and Edgewater Resort & Casino, located in Laughlin, Nevada, including
substantially all of the assets of those resorts, subject to customary sales conditions and regulatory
approvals, for approximately $200 million, subject to certain working capital adjustments. We expect
this transaction to be completed by the second quarter of 2007. Also in October 2006, we entered
into an agreement to sell our subsidiary that operates the Primm Valley Resorts (Whiskey Pete's,
Buffalo Bill's and the Primm Valley Resort), located in Primm, Nevada, including substantially all of
the assets of those resorts, other than the golf courses, subject to customary sales conditions and
regulatory approvals, for approximately $400 million, subject to certain working capital adjustments.
We expect this transaction to be completed by the end of the first quarter of 2007.

Our principal executive office is located at 3600 Las Vegas Boulevard South, Las Vegas,
Nevada 89109. Our telephone number is (702) 693-7120.
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The Offering

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

Issuer
MGM MIRAGE

Notes offered
$750,000,000 aggregate principal amount of 7.625% senior
notes due January 15, 2017.

Maturity
The notes mature on January 15, 2017.

Interest payment dates
January 15 and July 15 of each year after the date of issuance
of the notes commencing July 15, 2007.

Guarantees
The notes will be unconditionally guaranteed, jointly and
severally, on a senior basis by substantially all of our wholly
owned U.S. subsidiaries except for U.S. holding companies of
our foreign subsidiaries.

Ranking
The notes and guarantees will be general unsecured senior
obligations of MGM MIRAGE and each guarantor, respectively,
and will rank equally with or senior to all existing or future
indebtedness of MGM MIRAGE and each guarantor,
respectively. See "Description of the Notes -- Ranking."

Optional redemption
We may redeem the notes in whole or in part at any time prior
to their maturity at the redemption price described in the
section "Description of the Notes -- Optional Redemption."

Covenants
The indenture contains covenants that, among other things, will
limit our ability and, in certain instances, the ability of our
subsidiaries to:

· incur liens on assets to secure debt;

· enter into certain sale and lease-back transactions; and

· merge or consolidate with another company or sell
substantially all assets.

These covenants are subject to a number of important qualifications and exceptions. See
"Description of the Notes -- Additional Covenants of MGM MIRAGE."

Use of proceeds
We estimate that the net proceeds from this offering will be
approximately $746 million. We intend to use the proceeds to
repay a portion of the outstanding amount under our
$7.0 billion senior credit facility and for general corporate
purposes.

Risk factors
See "Risk Factors" and the other information in this prospectus
supplement for a discussion of the factors you should carefully
consider before deciding to invest in the notes.
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RISK FACTORS

Before you invest in the notes, you should be aware that investment in the notes carries various risks,
including those described below as well as those beginning on page 12 of our Annual Report on
Form 10-K for the year ended December 31, 2005. We urge you to carefully consider these risk factors,
together with all of the other information included and incorporated by reference in this prospectus
supplement and accompanying prospectus, before you decide to invest in the notes.

Our substantial indebtedness could adversely affect our operations and financial results and
impair our ability to satisfy our obligations under the notes.

We had approximately $13.0 billion of indebtedness as of September 30, 2006. The interest rate on a
large portion of our long-term debt is subject to fluctuation based on changes in short-term interest rates
and the level of debt-to-EBITDA under the provisions of our senior credit facility.

The notes will not restrict our ability to borrow substantial additional funds in the future that may be
either pari passu with or subordinated to the notes, and the notes provide holders only limited protection
should we be involved in a highly leveraged transaction. If we incur additional indebtedness, it could
increase the related risks that we face.

Our indebtedness could have important consequences to you. For example, it could:

· increase our vulnerability to general adverse economic and industry conditions;

· limit our flexibility in planning for, or reacting to, changes in our business and industry;

· limit our ability to borrow additional funds; and

· place us at a competitive disadvantage compared to other less leveraged competitors.

Servicing our indebtedness will require a significant amount of cash and our ability to generate
sufficient cash depends on many factors, some of which are beyond our control.

Our ability to make payments on and to refinance our indebtedness and to fund planned capital
expenditures depends on our ability to generate cash flow in the future. This, to some extent, is subject to
general economic, financial, competitive, legislative and regulatory factors and other factors that are
beyond our control. In addition, our ability to borrow funds under our senior credit facility in the future will
depend on our meeting the financial covenants in the agreements, including a minimum interest coverage
test and a maximum leverage ratio test. We cannot assure you that our business will generate cash flow
from operations or that future borrowings will be available to us under our senior credit facility in an
amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. As a result, we
may need to refinance all or a portion of our indebtedness on or before maturity. We cannot assure you
that we will be able to extend or refinance any of our indebtedness on favorable terms or at all. Our
inability to generate sufficient cash flow or refinance our indebtedness on favorable terms could have a
material adverse effect on our financial condition.

Fraudulent conveyance statutes allow courts, under specific circumstances, to avoid subsidiary
guarantees.

Various fraudulent conveyance and similar laws have been enacted for the protection of creditors and
may be utilized by courts to avoid or limit the guarantees of the notes by our subsidiaries. The
requirements for establishing a fraudulent conveyance vary depending on the law of the jurisdiction that is
being applied. Generally, if in a bankruptcy, reorganization or other judicial proceeding a court were to find
that the guarantor received less than reasonably equivalent value or fair consideration for incurring
indebtedness evidenced by guarantees, and

· was insolvent at the time of the incurrence of such indebtedness,

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