Obligation MGM International Resorts 6.625% ( US552953CA78 ) en USD

MGM International Resorts

100 % ▼

Etas-Unis

US552953CA78 ( en USD )

6.625% par an ( paiement semestriel )

14/12/2021 - Obligation échue

Prospectus brochure de l'obligation MGM Resorts International US552953CA78 en USD 6.625%, échue

2 000 USD

1 250 000 000 USD

552953CA7

N/A

N/A

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.

MGM Resorts International (US552953CA78, CUSIP 552953CA7) a remboursé intégralement ses obligations d'une valeur totale de 1 250 000 000 USD au taux de 6,625 %, émises aux États-Unis, arrivées à échéance le 14 décembre 2021, avec un prix de marché final de 100 % et un paiement semestriel, et dont l'achat minimum était de 2 000 USD.

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424B2 1 a2212076z424b2.htm 424B2
CALCULATION OF REGISTRATION FEE

Title of each class of
Maximum aggregate
Amount of
securities offered

offering price

registration fee

6.625% Senior Notes due 2021

$1,250,000,000

$170,500(1)

Guarantees of 6.625% Senior Notes due 2021(2)

--

--

(1)
The filing fee of $170,500 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
(2)
Pursuant to Rule 457(n), no separate fee is payable for the registration of the guarantees.
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Table of Contents
Filed Pursuant to Rule 424(B)(2)
Registration No. 333-180112
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 15, 2012)
$1,250,000,000
6.625% Senior Notes due 2021
We are offering $1.25 billion of 6.625% Senior Notes due 2021 (the "notes"). Interest on the notes will accrue from December 20, 2012
and be payable semi-annually on June 15 and December 15 of each year, commencing on June 15, 2013. The notes will mature on
December 15, 2021.
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. 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 New Credit Facility (as defined
herein) and our existing notes, except for Nevada Landing Partnership, unless and until we obtain the Illinois gaming approval. The notes
will not be guaranteed by our foreign subsidiaries and certain domestic subsidiaries, including MGM Grand Detroit, LLC which will be a
co-borrower under our New Credit Facility, and its subsidiaries, and MGM China Holdings Limited and its subsidiaries ("MGM China").
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, or senior to, all existing and future 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 New 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 Grand Detroit, LLC and its subsidiaries and
MGM China and its subsidiaries. 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-7 of this prospectus supplement to read about certain
risks you should consider before investing in the notes.

Per Note

Total
Public offering price1

100.0% $ 1,250,000,000
Underwriting discounts and commissions

1.25% $
15,625,000
Proceeds to MGM Resorts International

98.75% $ 1,234,375,000
1
Plus accrued interest, if any, from December 20, 2012 if settlement occurs after that date.
Neither the Securities and Exchange 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 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 December 20, 2012 only in book-entry form through the facilities of
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The Depository Trust Company.
Joint Physical Book-Running Managers
Barclays
J.P.
Morgan
Joint Book-Running Managers
BofA Merrill Lynch

Deutsche Bank Securities
BNP PARIBAS
RBS

Citigroup

Credit Agricole CIB

SMBC Nikko
Co-Managers
Morgan Stanley

Scotiabank

UBS Investment Bank

Prospectus Supplement dated December 6, 2012
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Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

About This Prospectus Supplement
S-ii

Summary
S-1

Risk Factors
S-7

Use of Proceeds
S-22

Capitalization
S-23

Regulation and Licensing
S-24

Description of Long-Term Debt
S-33

Description of Notes
S-35

Certain U.S. Federal Income Tax Considerations
S-54

Underwriting
S-59

Legal Matters
S-63

Experts
S-63

Where You Can Find More Information
S-63

Incorporation of Certain Information by Reference
S-63

Prospectus

About This Prospectus
1

Cautionary Statement Concerning Forward Looking Statements
2

Business
4

Risk Factors
4

Use of Proceeds
4

Ratio of Earnings to Fixed Charges
4

Description of Securities
5

Selling Securityholders
5

Plan of Distribution
5

Legal Matters
5

Experts
5

Where You Can Find More Information
5

Incorporation of Certain Information by Reference
6
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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 Securities and Exchange
Commission (the "Commission"). The shelf registration statement was declared effective by the Commission upon filing on March 15,
2012. 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.
We expect that delivery of the notes will be made against payment therefor on or about the closing date specified on the coverage page
of this prospectus, which will be the tenth business day following the date of pricing of the notes (this settlement cycle being referred to as
"T+10"). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to
settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade
notes on the date of pricing or the six succeeding business days will be required, by virtue of the fact that the notes initially will settle T+
10, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of notes who wish to trade
notes on the date of pricing or the six succeeding business days should consult their own advisors.
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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 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 followin
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 Gran
Las Vegas, a condominium-hotel consisting of three towers. Other Nevada operations include Circus Circus 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 operate
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 Worl
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 an
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, wit
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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Table of Contents
The Refinancing Transactions
The following transactions have occurred or will occur in connection with the offering and sale of the notes (collectively, the
"Refinancing Transactions"):
·
We have made offers (collectively, the "Tender Offers") to purchase for cash and a related consent solicitation with respect
to all of our outstanding 13% senior secured notes due 2013, 10.375% senior secured notes due 2014, 11.125% senior
secured notes due 2017 and 9% senior secured notes due 2020 (collectively, the "Existing Senior Secured Notes"). We
intend to redeem and satisfy and discharge any remaining Existing Senior Secured Notes that are not tendered in connection
with the Tender Offers in accordance with their terms (the "Redemptions");
·
We will enter into an amended and restated senior secured credit facility, comprised of (1) a five-year senior secured term
loan facility currently expected to be for $1.25 billion (the "Term Loan A Facility"), (2) a five-year senior secured
revolving facility currently expected to be up to $1.25 billion (the "Revolving Facility") and (3) a seven-year senior secure
term loan facility currently expected to be for $1.5 billion ("Term Loan B Facility", together with the Term Loan A Facility
and Revolving Facility, the "New Credit Facility"), all as further described in "Description of Other Indebtedness" in this
prospectus supplement;
·
We will issue the notes offered hereby; and
·
We intend to use the net proceeds of this offering, together with cash on hand and a portion of the proceeds from our New
Credit Facility, to (i) repurchase all of our Existing Senior Secured Notes tendered in the Tender Offers; (ii) fund the
Redemptions and (iii) refinance our existing senior credit facility. We intend to use the remaining proceeds from the New
Credit Facility, together with cash on hand, to prepay certain amounts outstanding under our existing senior credit facility
and to pay transaction related expenses and for general corporate purposes. The Tenders Offers are not being made pursuan
to this prospectus supplement and are being made solely by our Offer to Purchase and Consent Solicitation Statement dated
December 6, 2012; however, the closing of each Tender Offer is conditioned upon the closing of this offering and the New
Credit Facility. In addition, the closing of this offering is conditioned on the prior or substantially concurrent closing of the
other Refinancing Transactions.

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Table of Contents
Summary Consolidated Financial Information
Our summary consolidated financial and other data presented below as of and for the three years ended December 31, 2011 have been
derived from our audited consolidated financial statements. The summary consolidated financial data as of and for the nine months ended
September 30, 2011 and 2012 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 nine months ended September 30, 2012 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 Nine Months Ended

For the Years Ended December 31,

September 30,

2011

2010

2009

2012

2011

(In thousands, except per share data)

Statement of Operations
Data:

Net
revenues

$ 7,849,312 $ 6,056,001 $ 6,010,588 $ 6,866,333 $ 5,552,423
Operating income (loss)
4,057,146 (1,158,931)

(963,876)

505,382
3,966,039
Net income (loss)
3,234,944 (1,437,397)
(1,291,682)

(428,415)
3,254,245
Net income (loss)
attributable to MGM
Resorts International
3,114,637 (1,437,397)
(1,291,682)
(543,864)
3,228,328
Net income (loss) per share
of common stock
attributable to MGM
Resorts:

Basic

Net income (loss) per
share
$
6.37 $
(3.19)
$
(3.41)
$
(1.11)
$
6.61
Weighted average number
of
shares

488,652
450,449 378,513 488,913 488,595
Diluted

Net income (loss) per
share
$
5.62 $
(3.19)
$
(3.41)
$
(1.11)
$
5.83
Weighted average number
of
shares

560,895
450,449 378,513 488,913 558,544
Balance Sheet Data (end
of period):

Total
assets

$27,766,276 $18,951,848 $22,509,013 $27,831,361 $27,853,023
Total debt, including capital
leases
13,472,263 12,050,437 14,060,270 13,826,326 13,453,168
Stockholders'
equity
9,882,222 2,932,162 3,804,049 9,265,503 9,941,606
MGM Resorts stockholders'
equity
6,086,578 2,932,162 3,804,049 5,553,270 3,692,750
MGM Resorts stockholders'
equity per share
$
12.45 $
6.00
$
8.62
$
11.36
$
7.56
Number of shares
outstanding

488,835
488,513 441,222 488,956 488,643
Other Data:

Ratio of earnings to fixed
charges(1)

3.69X
(2)
(2)
(2) 4.81X
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(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 discount
premiums and issuance costs.
(2)
Earnings were inadequate to cover fixed charges by $1.984 billion and $1.798 billion for the years ended
December 31, 2009 and 2010, respectively. Earnings were inadequate to cover fixed charges by $325 million for the
nine months ended September 30, 2012.

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