Obligation MGM International Resorts 6% ( US552953CC35 ) en USD

Société émettrice MGM International Resorts
Prix sur le marché 100 %  ▲ 
Pays  Etas-Unis
Code ISIN  US552953CC35 ( en USD )
Coupon 6% par an ( paiement semestriel )
Echéance 14/03/2023 - Obligation échue



Prospectus brochure de l'obligation MGM Resorts International US552953CC35 en USD 6%, échue


Montant Minimal 1 000 USD
Montant de l'émission 1 250 000 000 USD
Cusip 552953CC3
Notation Standard & Poor's ( S&P ) BB- ( Spéculatif )
Notation Moody's Ba3 ( Spéculatif )
Description détaillée 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 (US552953CC35/552953CC3), émise aux États-Unis pour un montant total de 1 250 000 000 USD, avec un coupon de 6 %, une maturité le 14 mars 2023, un prix actuel de marché de 100 %, une taille minimale d'achat de 1 000 USD et des paiements semestriels, a atteint sa maturité et a été remboursée, affichant des notations de BB- (S&P) et Ba3 (Moody's).







Prospectus Supplement
424B2 1 d818173d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-180112
CALCULATION OF REGISTRATION FEE


Title of each class of
Maximum aggregate
Amount of
securities offered

offering price

registration fee
6.000% Senior Notes due 2023

$1,150,000,000
$133,630(1)
Guarantees of 6.000% Senior Notes due 2023(2)

--

--

(1)
The filing fee of $133,630 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 15, 2012)
$1,150,000,000

6.000% Senior Notes due 2023


We are offering $1,150,000,000 of 6.000% Senior Notes due 2023 (the "notes"). Interest on the notes will accrue from November 25, 2014 and be
payable semi-annually on March 15 and September 15 of each year, commencing on March 15, 2015. The notes will mature on March 15, 2023.
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, MGM
China Holdings Limited and its subsidiaries (collectively, "MGM China"), MGM National Harbor, LLC ("MGM National Harbor") and Blue Tarp
reDevelopment, LLC (the subsidiary developing MGM Springfield, "Blue Tarp") and any of its 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 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, MGM China, MGM National Harbor and Blue Tarp. 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 price(1)

100.000%
$1,150,000,000
Underwriting discounts and commissions


1.000%
$
11,500,000
Proceeds to MGM Resorts International

99.000%
$1,138,500,000

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Prospectus Supplement
1
Plus accrued interest, if any, from November 25, 2014 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 Michigan Gaming Control Board, the Mississippi Gaming
Commission, the Illinois Gaming Board, the New Jersey Casino Control Commission, the New Jersey Division of Gaming Enforcement, the Maryland Lottery
and Gaming Control Commission, the Massachusetts 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 November 25, 2014 only in book-entry form through the facilities of The Depository
Trust Company ("DTC").


Joint Book-Running Managers

BofA Merrill Lynch
J.P. Morgan Citigroup SMBC Nikko
Morgan Stanley
Co-Managers

Barclays

BNP PARIBAS

Deutsche Bank Securities
Credit Agricole CIB
RBS

Scotiabank

UBS Investment Bank
Prospectus Supplement dated November 20, 2014
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-8
Use of Proceeds
S-24
Capitalization
S-25
Regulation and Licensing
S-26
Description of Long-Term Debt
S-36
Description of Notes
S-38
Certain U.S. Federal Income Tax Considerations
S-56
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

5
Use of Proceeds

5
Ratio of Earnings to Fixed Charges

5
Description of Securities

5
Selling Security holders

6
Plan of Distribution

6
Legal Matters

6
Experts

6
Where You Can Find More Information

6
Incorporation of Certain Information by Reference

7

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Prospectus Supplement
S-i
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 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.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus supplement includes or incorporates by reference "forward-looking statements" within the meaning of the 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 our ability to generate significant cash flow, our expectations with respect
to improvements in the global economy, amounts we will pay in capital expenditures and investments, the opening and development of new resorts
and projected tax benefits to be realized in future periods. 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 could adversely affect our development options and financial results

and impact our ability to satisfy our obligations;

· current and future economic and credit market conditions could adversely affect our ability to service or refinance our indebtedness and

to make planned expenditures and investments;

· 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;

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

which we compete;

· 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 markets in which we operate and in the locations in which our
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customers reside;

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

through MGM China;

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

compensating MGM Grand Paradise or refuse to grant MGM Grand Paradise an extension of the subconcession, which is scheduled to
expire on March 31, 2020;


· our ability to build and open our development in Cotai by January 2018;


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


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


· the concentration 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 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 or acts of

war or hostility or epidemics and pandemics, such as the recent Ebola epidemic;

· the fact that investing in other entities through partnerships, joint ventures or otherwise, including CityCenter decreases our ability to

manage risk;


· the fact that future construction or development projects will be susceptible to substantial 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 CityCenter has decided to abate the potential for structural collapse of the Harmon in the event of a code-level earthquake

by demolishing the building, which exposes us to risks prior to or in connection with the demolition process;

· 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;

· 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;

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

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


· increases in gaming taxes and fees in the jurisdictions in which we operate;

· 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; and


· the risks associated with doing business outside of the United States.
Any forward-looking statement made by us in this prospectus supplement or incorporated by reference herein speaks only as of the date on
which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to
predict all of them. 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
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Prospectus Supplement
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-iv
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 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 Circus Reno, Gold Strike in Jean and Railroad Pass in
Henderson. In September 2014, we entered into an agreement to sell Railroad Pass, and in October 2014, we entered into an agreement to sell
the Gold Strike in Jean, Nevada. 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 and operates the MGM Macau resort and casino and the related gaming subconcession and land concession. In
addition, MGM Grand Paradise has 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 ("MGM Cotai"). MGM Cotai is expected be an integrated casino, hotel and entertainment
complex with up to 1,600 hotel rooms, 500 gaming tables and 2,500 slots. The total estimated project budget is $2.9 billion, excluding
development fees eliminated in consolidation, capitalized interest and land related costs.
We also own 50% of CityCenter, located between Bellagio 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 million for the management of Crystals.
We own 50% of the Borgata Hotel Casino & Spa ("Borgata") located on Renaissance Pointe in the Marina area of Atlantic City, New
Jersey. Boyd Gaming Corporation owns the other 50% of Borgata and also operates the resort. We also have 50% interests in Grand Victoria
and Silver Legacy. Grand Victoria is a riverboat casino in Elgin, Illinois; an affiliate of Hyatt Gaming owns the other 50% of Grand Victoria
and also operates the resort. Silver Legacy is located in Reno, adjacent to Circus Circus Reno, and the other 50% is owned by Eldorado LLC,
which operates the resort.


S-1
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Table of Contents
In September 2014, the New Jersey Casino Control Commission ("CCC") approved our request for licensure in the State of New Jersey.
Our request for licensure was submitted pursuant to its amended settlement agreement with the New Jersey Division of Gaming Enforcement.
Prior to receiving the approval, our interest in Borgata was held in trust and the sale of our interest was mandated within a defined divestiture
period pursuant to the amended settlement agreement. In connection with the approval of our request for licensure, the CCC agreed to
terminate the amended settlement agreement and dissolve and terminate the divestiture trust. Upon dissolution of the trust, all of the trust
property assets, including $83 million of cash, were transferred to us.
Prior to dissolution, we had consolidated the trust because we were the sole economic beneficiary, and accounted for our interest in
Borgata under the cost method. In conjunction with the dissolution of the trust, we regained significant influence in Borgata and therefore
resumed accounting for our interest under the equity method. Our investment in Borgata, current and prior period net income and retained
earnings have been adjusted retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods in
which our investment was held in trust. The impact of the adjustments on net income for the three months ended September 30, 2014 and
2013 was an increase of $11 million and an increase of $10 million, respectively. The impact of the adjustments to net income for the nine
months ended September 30, 2014 and 2013 was an increase of $10 million and an increase of $3 million, respectively. The impact of the
retroactive adjustments on retained earnings was a decrease of $15 million at December 31, 2013.
We seek to leverage our management expertise and well-recognized brands through domestic and international expansion opportunities.
We have entered into management agreements for non-gaming hotels, resorts and residential products in the Middle East, North Africa, India
and the United States. In 2014, we and the Hakkasan Group formed MGM Hakkasan Hospitality ("MGM Hakkasan"), owned 50% by each
member, to design, develop and manage luxury non-gaming hotels, resorts and residences under certain brands licensed from us and the
Hakkasan Group. In October 2014, we contributed all of the management agreements for non-gaming hotels, resorts and residential projects
(outside of the greater China region) that are currently under development to MGM Hakkasan. We will continue to develop and manage
properties in the greater China region with Diaoyutai State Guesthouse, including the MGM Grand Sanya on Hainan Island, in the People's
Republic of China, which opened in 2012.
The Maryland Video Lottery Facility Location Commission has awarded MGM National Harbor, LLC ("MGM National Harbor") the
license to build and operate a destination resort casino in Prince George's County at National Harbor. Currently, the expected cost to develop
and construct MGM National Harbor is approximately $1.2 billion, excluding capitalized interest and land related costs. We expect the resort
to include a casino with approximately 3,600 slots, 160 table games including poker, a 300 suite hotel with luxury spa and rooftop pool, high
end branded retail, fine and casual dining, a dedicated 3,000 seat theater venue, 35,000 square feet of meeting and event space and a 5,000
space parking garage.
On June 13, 2014, the Massachusetts Gaming Commission (the "MGC") agreed to award our subsidiary developing MGM Springfield
the Category One casino license in Region B, Western Massachusetts, one of three licensing regions designated by legislation. On June 24,
2014, the Massachusetts Supreme Judicial Court ruled that a proposed ballot initiative seeking to prohibit local casinos, slot parlors and other
wagering in Massachusetts was constitutional and thereby allowed the ballot initiative to appear on the November 4, 2014 ballot. The ballot
initiative ultimately failed during the November 2014 general elections. Therefore the state's expanded gaming law has been preserved and
development of MGM Springfield will proceed as previously planned. The casino license was awarded effective November 7, 2014 and the
license fee was paid on November 17, 2014.
MGM Springfield will be developed on 14.5 acres of land between Union and State streets, and Columbus Avenue and Main Street in
Springfield, Massachusetts. Currently, the expected cost to develop and construct MGM Springfield is approximately $760 million, excluding
capitalized interest and land related costs. We expect


S-2
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the resort will include a casino with approximately 3,000 slots and 75 table games, a poker room and high limit VIP gambling area, 250 hotel
rooms, 55,000 square feet of retail and restaurant space that will accommodate 15 shops and restaurants and a multi-level parking garage.
In 2013, we formed Las Vegas Arena Company, LLC ("LVAC") with a subsidiary of Anschutz Entertainment Group, Inc. ("AEG") to
design, construct and operate the Las Vegas Arena which will be located on a parcel of our land between Frank Sinatra Drive and New York-
New York, adjacent to the Las Vegas Strip. We and AEG each own 50% of LVAC. The Las Vegas Arena is anticipated to seat between
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18,000--20,000 people. Such development is estimated to cost approximately $350 million, excluding capitalized interest and land related
costs.
In September 2014, a wholly owned subsidiary of LVAC entered into a senior secured credit facility to finance construction of the Las
Vegas Arena. The senior secured credit facility consists of a $125 million term loan A and a $75 million term loan B. The senior secured credit
facility matures in October 2016, with an option to extend the maturity for three years. The senior secured credit facility is secured by
substantially all the assets of the LVAC and contains certain financial covenants applicable upon opening of the Las Vegas Arena. We have
provided a joint and several unlimited completion guarantee for the project, as well as a repayment guarantee for the term loan B.
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.


S-3
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Summary Consolidated Financial Information
Our summary consolidated financial and other data presented below as of and for the three years ended December 31, 2013 have been
derived from our audited consolidated financial statements. The summary consolidated financial data as of and for the nine months ended
September 30, 2013 and 2014 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. We resumed the equity method of accounting for our investment in the Borgata as of September 30, 2014
and retroactively restated the prior period financial statements presented in our September 30, 2014 unaudited consolidated financial
statements incorporated by reference in this prospectus supplement. Accordingly, our summary of consolidated financial and other data
presented below for the nine months ended September 30, 2013 and 2014 reflects those revised amounts. The financial information for the
three years ended December 31, 2013 and the balance sheet data for September 30, 2013 presented below, however, has not been adjusted for
the retroactive application of the equity method of accounting for our investment in Borgata. In connection with the preparation of our Annual
Report on Form 10-K for the fiscal year ended December 31, 2014 we will retrospectively apply the equity method of accounting for our
investment in Borgata for all periods presented therein. 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, 2014 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,



2013

2012


2011

2014

2013



(In thousands, except per share data)

Statement of Operations Data:





Net revenues

$ 9,809,663
$ 9,160,844
$ 7,849,312
$ 7,696,438
$ 7,296,450
Operating income

1,111,512

80,526
4,057,146
1,057,425

807,147
Net income (loss)


56,502
(1,616,912)
3,234,944

414,650

18,967
Net income (loss) attributable to MGM Resorts
International


(156,606)
(1,767,691)
3,114,637

192,390

(114,929)
Balance Sheet Data (end of period):





Total assets

$26,110,185
$26,284,738
$27,766,276
$25,448,486
$25,658,835
Total debt, including capital leases

13,449,208
13,589,907
13,472,263
12,925,323
13,036,722
Stockholders' equity

7,875,623
8,166,016
9,882,222
7,898,636
7,827,171
MGM Resorts stockholders' equity

4,231,179
4,365,548
6,086,578
4,420,856
4,262,357
MGM Resorts stockholders' equity per share

$
8.63
$
8.92
$
12.45
$
9.01
$
8.70
Number of shares outstanding


490,361

489,234

488,835

490,890

489,814
Other Data:





Ratio of earnings to fixed charges(1)


1.25x

(2)

3.69x

1.59x

1.17x

(1)
Earnings consist of income from continuing operations before income taxes and fixed charges, adjusted to exclude capitalized interest.
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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 $1.575 billion for the year ended December 31, 2012.


S-4
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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
$1,150,000,000 aggregate principal amount of 6.000% senior notes due 2023.

Maturity
The notes will mature on March 15, 2023.

Interest payment
March 15 and September 15 of each year after the date of issuance of the notes,
beginning on March 15, 2015.

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 secured credit
facility (each a "subsidiary guarantor"), other than our Illinois subsidiary, Nevada
Landing Partnership, unless and until we obtain Illinois gaming approval. The notes will
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, MGM China, MGM National Harbor and Blue Tarp. 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 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 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 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


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Prospectus Supplement
notes will also be effectively junior to all indebtedness of our subsidiaries that do not

guarantee the notes, including, among others, MGM Grand Detroit, LLC, MGM China,
MGM National Harbor and Blue Tarp. See "Description of Notes--Ranking."

As of September 30, 2014, on an as adjusted basis after giving effect to this offering, we
would have had approximately $14.1 billion principal amount of indebtedness
outstanding, including approximately $2.8 billion under our senior secured credit
facility, and approximately $1.2 billion of available borrowing capacity under our senior

secured credit facility. As of September 30, 2014, on an as adjusted basis after giving
effect to this offering, non-guarantor subsidiaries had approximately $1.0 billion
aggregate principal amount of indebtedness outstanding (excluding indebtedness owed
to us or any of our subsidiary guarantors).

Optional redemption
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.

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);


· 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 Notes--Additional Covenants of MGM Resorts International." In
particular, the indenture governing the notes will 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).

Form and Denomination
The notes will be issued in fully registered form in denominations of $2,000 and in
integral multiples of $1,000 in excess thereof.

DTC Eligibility
The notes will be represented by a global certificate deposited with, or on behalf of DTC
or its nominee. See "Description of Notes--Book-Entry; Delivery and Form."


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Use of proceeds
We intend to use the net proceeds from the offering of the notes for general corporate
purposes, including repaying certain indebtedness maturing in 2015 and funding a
portion of the development costs related to our Maryland and Massachusetts resort
projects. Pending such use, we may invest the net proceeds in short-term interest-
bearing accounts, securities or similar investments as described under "Use of Proceeds"
in this prospectus supplement.

Risk factors
See "Risk Factors" beginning on page S-8 of this prospectus supplement and the other
information included or incorporated by reference in this prospectus supplement for a
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Prospectus Supplement
discussion of the factors you should carefully consider before deciding to invest in the
notes.

No Listing of the Notes
We have not applied nor do we intend to apply to list the notes on any securities
exchange or to have the notes quoted on any automated quotation system.

Governing Law
The notes and the indenture will be governed by New York law.

Trustee, Registrar and Paying Agent
U.S. Bank National Association.


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RISK FACTORS
Before you decide to invest in the notes, you should be aware that investment in the notes carries various risks, including those described
below, that could have a material adverse effect on our business, financial position, results of operations and cash flows. 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 the
accompanying prospectus, before you decide to invest in the notes. In addition, we identify other factors that could affect our business in our
Form 10-K for the year ended December 31, 2013 and Form 10-Qs for the quarters ended March 31, 2014, June 30, 2014 and September 30,
2014, each incorporated by reference herein.
Risks Relating to Our Substantial Indebtedness
Our substantial indebtedness and significant financial commitments could adversely affect our operations and financial results and impact
our ability to satisfy our obligations.
As of September 30, 2014, we had approximately $12.9 billion principal amount of indebtedness outstanding, including $2.8 billion of
borrowings outstanding under our existing senior secured credit facility. We had approximately $1.2 billion of available borrowing capacity under
our existing senior secured credit facility at September 30, 2014. Any increase in the interest rates applicable to our existing or future borrowings
would increase the cost of our indebtedness and reduce the cash flow available to fund our other liquidity needs. In addition, as of September 30,
2014, MGM Grand Paradise, the company that owns and operates MGM Macau, had approximately $552 million of debt outstanding under its
credit facility. We do not guarantee MGM Grand Paradise's obligations under its credit agreement and, to the extent MGM Macau were to cease
to produce cash flow sufficient to service its indebtedness, our ability to make additional investments into that entity is limited by the covenants in
our existing senior secured credit facility. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2014, each incorporated by reference herein, for a discussion of our liquidity and financial position. In addition, our substantial
indebtedness and significant financial commitments could have important negative consequences, including:


·
increasing our exposure to general adverse economic and industry conditions;


·
limiting our flexibility to plan for, or react to, changes in our business and industry;


·
limiting our ability to borrow additional funds;


·
making it more difficult for us to make payments on our indebtedness; or


·
placing us at a competitive disadvantage compared to less-leveraged competitors.
Moreover, our businesses are capital intensive. For our owned and managed resorts to remain attractive and competitive, we must
periodically invest significant capital to keep the properties well-maintained, modernized and refurbished. Such investment requires an ongoing
supply of cash and, to the extent that we cannot fund expenditures from cash generated by operations, funds must be borrowed or otherwise
obtained. Similarly, future development projects and acquisitions could require significant capital commitments, the incurrence of additional debt,
guarantees of third-party debt, or the incurrence of contingent liabilities, any or all of which could have an adverse effect on our business, financial
condition and results of operations.
Current and future economic and credit market conditions could adversely affect our ability to service or refinance our indebtedness and
to make planned expenditures.
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