Obligation MGM International Resorts 5.25% ( US552953CB51 ) en USD

MGM International Resorts

100 % ⇌

Etas-Unis

US552953CB51 ( en USD )

5.25% par an ( paiement semestriel )

31/03/2020 - Obligation échue

Prospectus brochure de l'obligation MGM Resorts International US552953CB51 en USD 5.25%, échue

2 000 USD

500 000 000 USD

552953CB5

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.

L'obligation MGM Resorts International (ISIN : US552953CB51, CUSIP : 552953CB5), émise aux États-Unis pour un montant total de 500 000 000 USD, avec un coupon de 5,25% payable deux fois par an et une taille minimale d'achat de 2 000 USD, est arrivée à échéance le 31 mars 2020 et a été intégralement remboursée à 100%.

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/725549/000119312513475452/...
424B2 1 d623311d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of each class of
Maximum aggregate
Amount of
securities offered

offering price

registration fee
5.250% Senior Notes due 2020

$500,000,000
$64,400(1)
Guarantees of 5.250% Senior Notes due 2020(2)

--

--

(1) The filing fee of $64,400 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.

1 of 83
12/17/2013 10:48 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/725549/000119312513475452/...
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-180112

PROSPECTUS SUPPLEMENT
(To Prospectus dated March 15, 2012)

We are offering $500.0 million of 5.250% Senior Notes due 2020 (the "notes"). Interest on the notes will accrue from December 19, 2013 and be payable
semi-annually on March 31 and September 30 of each year, commencing on September 30, 2014. The notes will mature on March 31, 2020.
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 senior secured credit facility 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 is a co-borrower under our senior secured credit facility, and MGM China Holdings Limited
and its subsidiaries (collectively, "MGM China").
The notes will be general senior unsecured obligations of MGM Resorts International and each guarantor, respectively, and will rank equal y 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 secured 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 MGM China. 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-8 of this prospectus
supplement to read about certain risks you should consider before investing in the notes.

Per Note

Total

Public offering price1

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

1.250%

$ 6,250,000
Proceeds to MGM Resorts International

98.750% $493,750,000
1 Plus accrued interest, if any, from December 19, 2013 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 19, 2013 only in book-entry form through the facilities of The Depository Trust
Company.
Joint Book-Running Managers

Deutsche Bank Securities

BofA Merrill Lynch
Barclays
J.P. Morgan
Co-Managers

BNP PARIBAS

Citigroup

Credit Agricole CIB

RBS

SMBC Nikko

Morgan Stanley

Scotiabank

UBS Investment Bank
Prospectus Supplement dated December 16, 2013
2 of 83
12/17/2013 10:48 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/725549/000119312513475452/...
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

About This Prospectus Supplement
S-ii

Summary
S-1

Risk Factors
S-8

Use of Proceeds
S-25
Capitalization
S-26
Description of Long-Term Debt
S-37
Description of Notes
S-40
Certain u.s. Federal Income Tax Considerations
S-60
Underwriting
S-65
Legal Matters
S-69
Experts
S-69
Where You Can Find More Information
S-69
Incorporation of Certain Information by Reference
S-70
Prospectus

About This Prospectus
1

Cautionary Statement Concerning Forward-Looking Statements
2

Business
4

Risk Factors
5

Use of Proceeds
5

Ratio of Earnings to Fixed Charges
5

Description of Securities
5

Selling Securityholders
6

Plan of Distribution
6

Legal Matters
6

Experts
6

Where You Can Find More Information
6

Incorporation of Certain Information by Reference
7

S-i
3 of 83
12/17/2013 10:48 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/725549/000119312513475452/...
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 sel 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 sel 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.

S-i
4 of 83
12/17/2013 10:48 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/725549/000119312513475452/...
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 resorts we own, manage and invest in are among the world's finest casino
resorts. We own and operate the fol owing casino resorts in Las Vegas, Nevada: Bel agio, 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 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 control ing 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. On October 18, 2012, MGM Grand Paradise formally accepted a land
concession contract with the government of Macau to develop a second resort and casino on an approximately 17.8
acre site in Cotai, Macau. The land concession contract became effective on January 9, 2013 when the Macau
government published the agreement in the Official Gazette of Macau.
We also own 50% of CityCenter, located between Bel agio and Monte Carlo. The other 50% of CityCenter is
owned by Infinity World Development Corp, a wholly owned subsidiary of Dubai World, a Dubai, United Arab
Emirates government decree entity. CityCenter consists of Aria, 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 mil ion 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

S-1
5 of 83
12/17/2013 10:48 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/725549/000119312513475452/...
Table of Contents
hospitality operations to maximize the profit potential of MGM Hospitality's operations. MGM Hospitality entered into
management agreements for hotels in the Middle East, North Africa, India and, through its joint venture with Diaoyutai
State Guesthouse, the People's Republic of China. MGM Hospitality opened its first resort, MGM Grand Sanya, on
Hainan Island in the People's Republic of China in early 2012.
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.
Recent Developments
We have been actively pursuing development opportunities in Maryland and Massachusetts. Each state has
approved the issuance of a single license to operate a casino in Prince Georges County and Western
Massachusetts, respectively.
In Maryland, on October 10, 2013, MGM National Harbor, a subsidiary of the Company, was found qualified for
an operation license, as were two other applicants. The Maryland Video Lottery Facility Location Commission (the
"Maryland Commission") wil now determine which of the three applicants wil be awarded the license. MGM
presented its proposal to build and operate a $925 mil ion dining, retail and entertainment resort at National Harbor to
the Maryland Commission on October 25, 2013. The Maryland Commission has announced that it may select which
of the three competing operators wil be awarded the license by the end of this year.
In Massachusetts, state investigators recommended to the state gaming commission on December 9, 2013, that
the Company be declared suitable to operate a casino. The investigators' recommendation however, is not binding on
the commission. The commission is expected to issue a final decision on whether the company is suitable to hold a
license this month and announced that it expects to award the license by mid-2014. The Company is the only
remaining applicant for the license in Western Massachusetts, one of three zones designated by the legislation.
While MGM Resorts believes that it has presented compelling cases to the Maryland and Massachusetts
gaming authorities to award it the new licenses, there can be no assurance that the gaming commissions wil find the
company suitable or that either or both of the licenses wil ultimately be awarded to the Company.

S-2
6 of 83
12/17/2013 10:48 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/725549/000119312513475452/...
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, 2012 have been derived from our audited consolidated financial statements. The summary
consolidated financial data as of and for the nine months ended September 30, 2012 and 2013 has been derived
from our unaudited consolidated financial statements for those periods, which, in the opinion of management, include
al 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, 2013
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,

2012

2011

2010

2013

2012

(In thousands, except per share data)

Statement of Operations Data:

Net revenues
$ 9,160,844 $ 7,849,312 $ 6,056,001 $ 7,296,450 $ 6,866,333
Operating income (loss)
80,526

4,057,146

(1,158,931) 781,182

505,382

Net income (loss)
(1,616,912) 3,234,944

(1,437,397) 15,625

(428,415)
Net income (loss) attributable to
MGM Resorts International
(1,767,691) 3,114,637

(1,437,397) (118,271)
(543,864)
Net income (loss) per share of
common stock attributable to
MGM Resorts:

Basic

Net income (loss) per
share
$
(3.62) $

6.37 $
(3.19) $
(0.24) $
(1.11)
Weighted average number
of shares
488,988

488,652

450,449

489,484

488,913

Diluted

Net income (loss) per
share
$
(3.62) $

5.62 $
(3.19) $
(0.24) $
(1.11)
Weighted average number
of shares
488,988

560,895

450,449

489,484

488,913

Balance Sheet Data (end of
period):

Total assets
$26,284,738 $27,766,276 $18,951,848 $25,658,835 $27,831,361
Total debt, including capital leases
13,589,907 13,472,263 12,050,437 13,036,722 13,826,326
Stockholders' equity
8,116,016

9,882,222

2,932,162

7,827,171

9,265,503

MGM Resorts stockholders' equity
4,365,548

6,086,578

2,932,162

4,262,357

5,553,270

MGM Resorts stockholders' equity
per share
$

8.92 $
12.45 $

6.00 $

8.70 $
1

1.36
Number of shares outstanding
489,234

488,835

488,513

489,814

488,956

Other Data:

Ratio of earnings to fixed charges(1) (2)

3.69 x (2)

1.17 x (2)

S-3
7 of 83
12/17/2013 10:48 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/725549/000119312513475452/...
Table of Contents
(1) Earnings consist of income from continuing operations before income taxes and fixed charges, adjusted to exclude capitalized interest. Fixed charges
consist of interest, whether expensed or capitalized, amortization of debt discounts, premiums and issuance costs.
(2)
Earnings were inadequate to cover fixed charges by $1.798 billion and $1.575 billion for the years ended December 31, 2010 and 2012, respectively.
Earnings were inadequate to cover fixed charges by $325 million for the nine months ended September 30, 2012.

S-4
8 of 83
12/17/2013 10:48 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/725549/000119312513475452/...
Table of Contents
The Offering
The fol owing is a brief summary of some of the terms of this offering. For a more complete description of the
terms of the notes, see "Description of Notes" in this prospectus supplement.

Issuer
MGM Resorts International, a Delaware corporation.

Notes offered
$500.0 mil ion aggregate principal amount of 5.250% senior notes
due 2020.

Maturity
The notes wil mature on March 31, 2020.

Interest payment
March 31 and September 30 of each year after the date of issuance of
the notes, beginning on September 30, 2014.

Guarantees
The notes wil be ful y and unconditional y guaranteed, jointly and
several y, by each of our subsidiaries that is a guarantor under our
existing notes and our senior secured credit facility (each a "subsidiary
guarantor"), other than our Illinois subsidiary, Nevada Landing
Partnership, unless and until we obtain Il inois gaming approval. The
notes wil not be guaranteed by our foreign subsidiaries and certain
domestic subsidiaries, which include, among others, MGM Grand
Detroit, LLC, which is a co-borrower under our senior secured credit
facility, and MGM China. In the event that any subsidiary guarantor is no
longer a guarantor under any series of our existing notes, our senior
secured credit facility or any of our future capital markets indebtedness
(the "reference indebtedness"), that subsidiary guarantor wil 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 al other applicable provisions of the
indenture. The indenture wil provide that any of our existing or future
domestic whol y-owned subsidiaries wil be required to become a
subsidiary guarantor if such subsidiary grants a guarantee in respect of
any reference indebtedness. The indenture, which wil contain the
guarantees, wil 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 wil be general senior unsecured obligations
of MGM Resorts International and each guarantor, respectively, and wil
rank equal y in right of payment with al existing and future senior
indebtedness of MGM Resorts International and each guarantor,
respectively, and effectively subordinated to MGM Resorts
International's and the guarantors' existing and future

S-5
9 of 83
12/17/2013 10:48 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/725549/000119312513475452/...
Table of Contents
secured obligations, primarily consisting of our senior secured credit
facility, to the extent of the value of the assets securing such obligations.

The notes wil also be effectively junior to al indebtedness of our
subsidiaries that do not guarantee the notes, including MGM Grand
Detroit, LLC and MGM China. See "Description of Notes--Ranking."

As of September 30, 2013, on an as adjusted basis after giving effect to
this offering, we would have had approximately $13.5 bil ion principal
amount of indebtedness outstanding, including approximately $2.9 bil ion
under our senior secured credit facility, and approximately $1.1 bil ion of

available borrowing capacity under our senior secured credit facility. As
of September 30, 2013, on an as adjusted basis after giving effect to
this offering, non-guarantor subsidiaries had $1.0 bil ion aggregate
principal amount of indebtedness outstanding (excluding indebtedness
owed to us or any of our subsidiary guarantors).

Optional redemption
We may redeem al 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.

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, wil 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 sel all or substantial y

al assets; and

· enter into certain sale and lease-back transactions.

These covenants are subject to important exceptions and qualifications
as described under "Description of Notes--Additional Covenants of
MGM Resorts International." In particular, the indenture governing the
notes wil not provide for 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).

S-6
10 of 83
12/17/2013 10:48 AM