sv4
As filed with the Securities and Exchange Commission on
July 21, 2006
Registration
No. 333-
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Form S-4
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
MGM MIRAGE
(Exact name of registrant as
specified in its charter)
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Delaware
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7990
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88-0215232
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(State or other jurisdiction
of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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SUBSIDIARY GUARANTOR REGISTRANTS LISTED ON FOLLOWING PAGE
3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 693-7120
(Address, including zip code,
and telephone number,
including area code, of
registrants principal executive offices)
Gary N. Jacobs, Esq.
3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 693-7120
(Name, address, including zip
code, and telephone number,
including area code, of agent
for service)
Copies to:
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Janet S. McCloud, Esq.
Christensen, Glaser, Fink, Jacobs
Weil & Shapiro, LLP
10250 Constellation Blvd., 19th Floor
Los Angeles, California 90067
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Jonathan K. Layne, Esq.
Gibson, Dunn & Crutcher, LLP
2029 Century Park East
Los Angeles, California 90067
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Approximate date of commencement of proposed sale to the
public: As soon as practicable after this
Registration Statement becomes effective.
If any of the securities being registered on this Form are being
offered in connection with the formation of a holding company
and there is compliance with General Instruction G, check the
following box. o
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
CALCULATION OF REGISTRATION FEE
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Proposed Maximum
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Proposed Maximum
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Amount of
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Title of Each Class of
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Amount to be
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Offering
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Aggregate
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Registration
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Securities to be Registered
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Registered
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Price per Unit(1)
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Offering Price(1)
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Fee(1)
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6.75% Senior Notes due 2013(2)
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$500,000,000
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100%
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$500,000,000
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$53,500
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Guarantees of Subsidiaries of
6.75% Senior Notes due 2013
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$500,000,000
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N/A(3)
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N/A(3)
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N/A(3)
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6.875% Senior Notes due 2016(2)
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$250,000,000
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100%
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$250,000,000
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$26,750
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Guarantees of Subsidiaries of
6.875% Senior Notes due 2016
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$250,000,000
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N/A(3)
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N/A(3)
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N/A(3)
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(1)
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The registration fee has been
calculated pursuant to Rule 457(a), Rule 457(f)(2) and
Rule 457(n) under the Securities Act of 1933, as amended.
The Proposed Maximum Aggregate Offering Price is estimated
solely for the purpose of calculating the registration fee.
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(2)
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The 6.75% Senior Notes due
2013 and the 6.875% Senior Notes due 2016 will be
obligations of MGM MIRAGE.
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(3)
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No separate fee is payable pursuant
to Rule 457(n). The guarantees are not traded separately.
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The Registrants hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
ADDITIONAL
REGISTRANTS
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State or Other
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Primary Standard
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Jurisdiction of
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Industrial
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Incorporation or
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Classification
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Exact Name of Registrant as Specified in its Charter
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Organization
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Code Number
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I.R.S. Employer
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AC HOLDING CORP.
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Nevada
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7990
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88-0220212
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AC HOLDING CORP. II
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Nevada
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7990
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88-0220229
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THE APRIL COOK COMPANIES
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Nevada
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7990
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88-0401505
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BEAU RIVAGE DISTRIBUTION
CORP.
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Mississippi
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7990
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64-0898763
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BEAU RIVAGE RESORTS, INC.
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Mississippi
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7990
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88-0340296
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BELLAGIO, LLC
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Nevada
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7990
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94-3373852
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BOARDWALK CASINO, INC.
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Nevada
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7990
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88-0304201
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BUNGALOW, INC.
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Mississippi
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7990
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64-0410882
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CIRCUS CIRCUS CASINOS, INC.
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Nevada
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7990
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88-0191825
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CIRCUS CIRCUS MISSISSIPPI,
INC.
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Mississippi
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7990
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64-0831942
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CITYCENTER REALTY CORPORATION
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Nevada
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7990
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20-5106648
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COLORADO BELLE CORP.
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Nevada
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7990
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88-0218026
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COUNTRY STAR LAS VEGAS, LLC
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Nevada
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7990
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88-0352410
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DESTRON, INC.
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Nevada
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7990
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88-0234293
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DIAMOND GOLD, INC.
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Nevada
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7990
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88-0242688
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EDGEWATER HOTEL CORPORATION
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Nevada
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7990
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88-0166025
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GALLEON, INC.
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Nevada
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7990
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88-0307225
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GOLD STRIKE AVIATION, INCORPORATED
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Nevada
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7990
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88-0257273
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GOLD STRIKE FUEL COMPANY
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Nevada
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7990
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88-0230231
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GOLD STRIKE, L.V.
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Nevada
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7990
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88-0343891
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GOLDSTRIKE FINANCE COMPANY,
INC.
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Nevada
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7990
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88-0312944
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GOLDSTRIKE INVESTMENTS,
INCORPORATED
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Nevada
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7990
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88-0142076
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GRAND LAUNDRY, INC.
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Nevada
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7990
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88-0298834
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JEAN DEVELOPMENT COMPANY
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Nevada
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7990
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88-0223200
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JEAN DEVELOPMENT NORTH
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Nevada
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7990
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88-0312945
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JEAN DEVELOPMENT WEST
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Nevada
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7990
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88-0241415
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JEAN FUEL COMPANY WEST
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Nevada
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7990
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88-0269160
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LAST CHANCE INVESTMENTS,
INCORPORATED
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Nevada
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7990
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88-0145908
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LV CONCRETE CORP.
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Nevada
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7990
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88-0337406
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MAC, CORP.
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New Jersey
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7990
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22-3424950
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MANDALAY CORP.
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Nevada
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7990
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88-0384693
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MANDALAY MARKETING AND EVENTS
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Nevada
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7990
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88-0350241
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MANDALAY PLACE
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Nevada
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7990
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88-0383769
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MANDALAY RESORT GROUP
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Nevada
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7990
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88-0121916
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METROPOLITAN MARKETING, LLC
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Nevada
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7990
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22-3756320
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MGM GRAND ATLANTIC CITY, INC.
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New Jersey
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7990
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88-0354792
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MGM GRAND CONDOMINIUMS, LLC
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Nevada
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7990
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55-0806676
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MGM GRAND CONDOMINIUMS II, LLC
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Nevada
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7990
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20-2116101
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MGM GRAND CONDOMINIUMS III,
LLC
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Nevada
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7990
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05-0627790
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MGM GRAND CONDOMINIUMS
EAST TOWER 1, LLC
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Nevada
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7990
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20-5106711
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MGM GRAND DETROIT, INC.
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Delaware
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7990
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91-1829051
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MGM GRAND HOTEL, LLC
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Nevada
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7990
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94-3373856
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MGM GRAND NEW YORK, LLC
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Nevada
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7990
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03-0524149
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MGM GRAND RESORTS, LLC
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Nevada
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7990
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88-0491101
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MGM GRAND RESORTS DEVELOPMENT
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Nevada
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7990
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88-0325809
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State or Other
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Primary Standard
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Jurisdiction of
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Industrial
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Incorporation or
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Classification
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Exact Name of Registrant as Specified in its Charter
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Organization
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Code Number
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I.R.S. Employer
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MGM MIRAGE ADVERTISING, INC.
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Nevada
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7990
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88-0162200
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MGM MIRAGE AIRCRAFT HOLDINGS, LLC
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Nevada
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7990
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11-3739807
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MGM MIRAGE AVIATION CORP.
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Nevada
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7990
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88-0173596
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MGM MIRAGE CORPORATE SERVICES
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Nevada
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7990
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88-0225681
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MGM MIRAGE DESIGN GROUP
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Nevada
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7990
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88-0406202
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MGM MIRAGE DEVELOPMENT, LLC
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Nevada
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7990
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88-0368826
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MGM MIRAGE ENTERTAINMENT AND SPORTS
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Nevada
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7990
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88-0245169
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MGM MIRAGE INTERNATIONAL
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Nevada
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7990
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86-0868640
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MGM MIRAGE MANUFACTURING
CORP.
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Nevada
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7990
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88-0195439
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MGM MIRAGE OPERATIONS, INC.
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Nevada
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7990
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88-0471660
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MGM MIRAGE RETAIL
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Nevada
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7990
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88-0385232
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MH, INC.
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Nevada
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7990
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88-0245162
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M.I.R. TRAVEL
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Nevada
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7990
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88-0276369
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THE MIRAGE CASINO-HOTEL
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Nevada
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7990
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88-0224157
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MIRAGE LAUNDRY SERVICES CORP.
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Nevada
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7990
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88-0287118
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MIRAGE LEASING CORP.
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Nevada
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7990
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88-0424843
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MIRAGE RESORTS, INCORPORATED
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Nevada
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7990
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88-0058016
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MMNY LAND COMPANY, INC.
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New York
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7990
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33-1043606
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MRG VEGAS PORTAL, INC.
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Nevada
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7990
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26-0047314
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MRGS CORP.
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Nevada
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7990
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88-0321295
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M.S.E. INVESTMENTS, INCORPORATED
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Nevada
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7990
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88-0142077
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NEVADA LANDING PARTNERSHIP
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Illinois
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7990
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88-0311065
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NEW CASTLE CORP.
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Nevada
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7990
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88-0239831
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NEW PRMA LAS VEGAS, INC.
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Nevada
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7990
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88-0430015
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NEW YORK NEW YORK
HOTEL & CASINO, LLC
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Nevada
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7990
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88-0329896
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NEW YORK NEW YORK
TOWER, LLC
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Nevada
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7990
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84-1646058
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OASIS DEVELOPMENT COMPANY,
INC.
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Nevada
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7990
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88-0238317
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PLANE TRUTH, LLC
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Nevada
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7990
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88-0121916
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THE PRIMADONNA COMPANY, LLC
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Nevada
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7990
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88-0430016
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PRMA, LLC
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Nevada
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|
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7990
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88-0430017
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PRMA LAND DEVELOPMENT COMPANY
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Nevada
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7990
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88-0325842
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PROJECT CC, LLC
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Nevada
|
|
|
|
7990
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84-1669056
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RAILROAD PASS INVESTMENT GROUP
|
|
|
Nevada
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|
|
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7990
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|
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88-0208350
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RAMPARTS INTERNATIONAL
|
|
|
Nevada
|
|
|
|
7990
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|
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88-0371416
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RAMPARTS, INC.
|
|
|
Nevada
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|
|
|
7990
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|
|
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88-0237030
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|
RESTAURANT VENTURES OF NEVADA,
INC.
|
|
|
Nevada
|
|
|
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7990
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|
|
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88-0376749
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|
THE SIGNATURE CONDOMINIUMS, LLC
|
|
|
Nevada
|
|
|
|
7990
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33-1129331
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SLOTS-A-FUN,
INC.
|
|
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Nevada
|
|
|
|
7990
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|
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88-0124979
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TREASURE ISLAND CORP.
|
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|
Nevada
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|
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7990
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88-0279092
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VICTORIA PARTNERS
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Nevada
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|
|
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7990
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88-0346764
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VIDIAD
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|
|
Nevada
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|
|
|
7990
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88-0428375
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[SUBJECT TO COMPLETION
DATED ,
2006]
PROSPECTUS
MGM MIRAGE
Offer to Exchange $500,000,000
in aggregate principal amount of its
63/4% Senior
Notes due 2013
for $500,000,000 in aggregate
principal amount
of its outstanding
63/4% Senior
Notes due 2013
Offer to Exchange $250,000,000
in aggregate principal amount of its
67/8% Senior
Notes due 2016
for $250,000,000 in aggregate
principal amount
of its outstanding
67/8% Senior
Notes due 2016
Information
about the exchange offer:
We are offering to exchange $500,000,000 in aggregate principal
amount of our outstanding 6.750% senior notes due 2013
issued in a private placement on April 5, 2006 (the
old 2013 notes) under an indenture (the
indenture) entered into by and among U.S. Bank
National Association, as the trustee, and us on April 5,
2006 for our registered 6.750% senior notes due 2013 (the
new 2013 notes) to be issued under the same
indenture under which the old notes were issued. The terms of
the new 2013 notes are substantially identical to the terms of
the old 2013 notes except that the new 2013 notes are registered
under the Securities Act of 1933, as amended (the
Securities Act), and, therefore, do not have
transfer restrictions.
We are also offering to exchange $250,000,000 in aggregate
principal amount of our outstanding 6.875% senior notes due
2016 issued in a private placement on April 5, 2006 (the
old 2016 notes, and together with the old 2013
notes, collectively, the old notes) under the
Indenture for our registered 6.875% senior notes due 2016
(the new 2016 notes, and together with the 2013 new
notes, collectively, the new notes) to be issued
under the same indenture under which the old notes were issued.
The terms of the new 2016 notes are substantially identical to
the terms of the old 2016 notes except that the new 2016 notes
are registered under the Securities Act, and, therefore, do not
have transfer restrictions.
The exchange offer expires at 5:00 p.m., New York City
time, on
[ ],
2006, unless extended. The exchange offer is subject to
customary conditions, including the condition that the exchange
offer not violate any applicable law or any interpretation of
applicable law by the staff of the Securities and Exchange
Commission (SEC). Tenders of outstanding old notes
may be withdrawn at any time before 5:00 p.m., New York
City time, on the expiration date of the exchange offer. All
outstanding old notes that are validly tendered prior to the
expiration of the exchange offer and not validly withdrawn will
be exchanged.
The exchange of old notes for new notes will not be a taxable
exchange for U.S. federal income tax purposes.
We will not receive any proceeds from the exchange offer.
All broker-dealers must comply with the registration and
prospectus delivery requirements of the Securities Act. See
Plan of Distribution.
Information
about the new notes:
We will pay interest on the new notes semi-annually in cash in
arrears on April 1 and October 1 of each year. You
will receive interest on the new notes starting from the date
interest was last paid on your old notes. If no interest was
paid on your old notes, you will receive interest on your new
notes from April 5, 2006. If your old notes are exchanged
for new notes, you will not receive any accrued interest on your
old notes. The new 2013 notes will mature on April 1, 2013
and the new 2016 notes will mature on April 1, 2016. We may
redeem the new notes in whole or in part at any time prior to
their maturity at a make whole premium.
The new notes will rank equally with or senior to all existing
or future indebtedness of MGM MIRAGE and each guarantor,
respectively.
There is no established trading market for the new notes, and we
do not intend to apply for listing of the new notes on any
securities exchange.
For a discussion of factors that you should consider in
connection with the exchange offer and the new notes, see
Risk Factors beginning on page 7 of this
prospectus.
Neither the SEC nor any state securities regulator has
approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
None of the Nevada Gaming Commission, the Nevada State Gaming
Control Board, 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 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.
The date of this prospectus is
[ ],
2006
TABLE OF
CONTENTS
You should rely only on the information or representations
incorporated by reference or provided in this 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. You may
obtain copies of the Registration Statement, or any document
which we have filed as an exhibit to the Registration Statement
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 is accurate as of any date other than the date
printed on the front of this prospectus.
Each broker-dealer that receives new notes for its own account
pursuant to the exchange offer must acknowledge that it will
deliver a prospectus in connection with any resale of such new
notes. The letter of transmittal accompanying this prospectus
states that by so acknowledging and by delivering a prospectus,
a broker-dealer will not be deemed to admit that it is an
underwriter within the meaning of the Securities
Act. This prospectus, as it may be amended or supplemented from
time to time, may be used by a broker-dealer in connection with
resales of the new notes received in exchange for old notes
where such old notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities.
See Plan of Distribution.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference
information filed with it, which means that we can disclose
important information to you by referring you to the documents
containing such information. The information incorporated by
reference is an important part of this prospectus, and
information filed later by us with the SEC will automatically
update and supersede this information.
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We incorporate by reference the documents listed below and any
future filings made with the SEC by us or Mandalay Resort Group
under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 (the Exchange Act):
MGM
MIRAGE:
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Our Annual Report on
Form 10-K
for the year ended December 31, 2005;
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Our Quarterly Report on
Form 10-Q
for the fiscal quarter ended March 31, 2006;
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Our Current Reports on
Form 8-K
dated March 27, 2006, April 5, 2006, May 9, 2006
(Item 5.02(d) only) and June 7, 2006; and
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Our Definitive Proxy Statement filed with the SEC on
April 3, 2006.
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Mandalay
Resort Group:
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Pages 84 to 119 of Mandalay Resort Groups Annual
Report on
Form 10-K
for the year ended January 31, 2005.
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All documents and reports filed by us pursuant to
Section 13(a), 13(c), 14, or 15(d) of the Exchange Act
after the date of this prospectus and on or prior to the
termination of the exchange offer are deemed to be incorporated
by reference in this prospectus from the date of filing of such
documents or reports, except as to any portion of any future
annual or quarterly reports or proxy statements which is not
deemed to be filed under those sections. Any statement contained
in a document incorporated or deemed to be incorporated by
reference in this prospectus will be deemed to be modified or
superseded for purposes of this prospectus to the extent that
any statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by
reference in this prospectus modifies or supersedes such
statement. Any statement so modified or superseded will not be
deemed, except as so modified or superseded, to constitute a
part of this prospectus.
Any person receiving a copy of this prospectus may obtain,
without charge, upon written or oral request, a copy of any of
the documents incorporated by reference except for the exhibits
to such documents (other than the exhibits expressly
incorporated in such documents by reference). Requests should be
directed to: Gary N. Jacobs, Executive Vice President, General
Counsel and Secretary, MGM MIRAGE, 3600 Las Vegas Boulevard
South, Las Vegas, Nevada 89109; telephone number:
(702) 693-7120.
A copy will be provided by first class mail or other equally
prompt means within one business day after receipt of your
request. To obtain timely delivery of any of this
information, you must make your request at least five business
days prior to the expiration of the exchange offer. The date by
which you must make your request is
[ ],
2006.
WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements
and other information with the SEC. Prior to our merger with
Mandalay Resort Group (Mandalay), Mandalay also
filed annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy, at
prescribed rates, any document we or Mandalay have filed at the
SECs public reference room in Washington, D.C. Please
call the SEC at
1-800-SEC-0330
(1-800-732-0330)
for further information on the public reference room. The SEC
also maintains a website that contains reports, proxy and
information statements and other information regarding
registrants that file electronically with the SEC
(http://www.sec.gov). You also may read and copy reports and
other information filed by us or Mandalay Resort Group at the
office of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.
We have filed a registration statement and related exhibits with
the SEC under the Securities Act. The registration statement
contains additional information about us and our securities. You
may inspect the registration statement and its exhibits without
charge at the office of the SEC at 100 F Street N.E.,
Washington, D.C. 20549, and obtain copies, at prescribed
rates, from the SEC.
ii
FORWARD-LOOKING
STATEMENTS
This prospectus includes forward-looking statements
that are subject to risks and uncertainties. In portions of this
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, including,
without limitation, those set forth under Risk
Factors, beginning on page 7.
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, 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.
iii
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 carefully, including the financial data and
related notes, as well as the documents incorporated by
reference, for a more complete understanding of this exchange
offer and the new notes. In this prospectus, except where the
context otherwise requires, we will collectively refer to MGM
MIRAGE (formerly known as MGM Grand, Inc.) and its direct and
indirect subsidiaries as MGM MIRAGE, we,
our and us.
MGM
MIRAGE
We are one of the leading gaming companies in the world. We own
what we believe to be the worlds 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 the Primm
Valley Resorts (Whiskey Petes, Buffalo Bills and the
Primm Valley Resort), located in Primm, Nevada, Circus
Circus-Reno, located in Reno, Nevada, Colorado Belle and
Edgewater, located in Laughlin, 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 remains closed due to extensive damage
from Hurricane Katrina and is scheduled to reopen in August of
2006. 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 have also announced plans to develop Project
CityCenter, a multi-billion dollar mixed-use urban development
project on the Las Vegas Strip. 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.
On April 25, 2005, we consummated our acquisition (the
Merger) of Mandalay Resort Group, a Nevada
corporation (Mandalay). As consideration for the
Merger, the Company paid to Mandalays stockholders $71 in
cash for each share of Mandalay common stock outstanding at the
time of the Merger. The total acquisition cost of
$7.3 billion included equity value of approximately
$4.8 billion, the assumption or repayment of outstanding
Mandalay debt with a fair value of approximately
$2.9 billion and $0.1 billion of transaction costs,
offset by the $0.5 billion received by Mandalay from the
sale of its interest in Motor City Casino in Detroit, Michigan.
The consideration for the Merger was funded from available
borrowings under the Companys $7.0 billion credit
facility (comprised of a $5.5 billion senior revolving
credit facility and a $1.5 billion senior term loan
facility) which was made available concurrently with the Merger.
We believe that the acquisition enhances our portfolio of
resorts on the Las Vegas Strip, provides additional sites for
future development, and expands our employee and customer bases
significantly.
Our principal executive office is located at 3600 Las Vegas
Boulevard South, Las Vegas, Nevada 89109. Our telephone number
is
(702) 693-7120.
The
Exchange Offer
We sold $500 million of our 6.750% senior notes due
2013 and $250 million of our 6.875% senior notes due
2016 to certain initial purchasers on April 5, 2006. The
initial purchasers resold those notes in reliance on
Rule 144A and Regulation S under the Securities Act.
We entered into a registration rights agreement with the initial
purchasers on April 5, 2006 in which we agreed, among other
things, to:
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file a registration statement with the SEC relating to the
exchange offer on or before 120 days from April 5,
2006;
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deliver to you this prospectus;
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use our best efforts to cause the registration statement, which
includes this prospectus, to become effective on or before
180 days from April 5, 2006; and
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complete the exchange offer within 30 business days after the
registration statement becomes effective.
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You are entitled to exchange your old 2013 notes for new
registered 6.750% senior notes due 2013 and your old 2016 notes
for new registered 6.875% senior notes due 2016. The new
notes will have substantially identical terms as the old notes,
except that the offer and sale of the new notes is registered
under the Securities Act and, therefore, the new notes do not
have transfer restrictions. If we do not complete the exchange
offer on or before 222 days from April 5, 2006, the
interest rate on your old notes will be increased. You should
read the discussion under the heading The Exchange
Offer Purpose and Effect; Registration Rights
and Description of the New Notes for further
information regarding the new notes that we are offering in
exchange for your old notes.
We believe that you may resell the new notes issued in the
exchange offer without compliance with the registration and
prospectus delivery provisions of the Securities Act, subject to
the conditions described under The Exchange Offer.
You should read that section for further information regarding
the exchange offer. In addition, you should refer to
Certain United States Federal Income Tax
Considerations on page 46 for a discussion on certain
tax considerations related to the exchange offer.
Summary
of the Terms of the Exchange Offer
The following is a brief summary of some of the terms of the
exchange offer. For a more complete description of the terms of
the exchange offer, see Exchange Offer in this
prospectus.
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Exchange Offer |
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$1,000 principal amount of registered 6.750% senior notes
due 2013 in exchange for each $1,000 principal amount of
6.750% senior notes due 2013 issued in a private placement
on April 5, 2006. As of the date hereof, old 2013 notes
representing $500 million aggregate principal amount are
outstanding. |
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$1,000 principal amount of registered 6.875% senior notes
due 2016 in exchange for each $1,000 principal amount of
6.875% senior notes due 2016 issued in a private placement
on April 5, 2006. As of the date hereof, old 2016 notes
representing $250 million aggregate principal amount are
outstanding. |
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The terms of the new notes and the old notes are substantially
identical, except: |
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the sale of the new notes in the exchange offer has
been registered under the Securities Act; and
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upon expiration of the exchange offer, your rights
under the registration rights agreement pertaining to the old
notes will terminate, except under limited circumstances. |
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Expiration Date |
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You have until 5:00 p.m., New York City time, on
[ ],
2006 to validly tender your old notes if you want to exchange
your old notes for new notes. We may extend that date under
certain conditions. |
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Withdrawal |
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The tender of the old notes pursuant to the exchange offer may
be withdrawn at any time prior to the expiration date. Any old
notes not accepted for exchange for any reason will be returned
without expense as soon as practicable after the expiration or
termination of the exchange offer. |
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Interest |
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You will receive interest on the new notes starting from the
date interest was last paid on your old notes. If no interest
was paid on your |
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old notes, you will receive interest on the new notes from
April 5, 2006. If your old notes are exchanged for new
notes, you will not receive any accrued interest on your old
notes. |
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Conditions of the Exchange Offer; Extensions; Amendments |
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The exchange offer is subject to customary conditions, including
the condition that the exchange offer not violate applicable law
or any applicable interpretation of the staff. See The
Exchange Offer Conditions of The Exchange
Offer. |
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The exchange offer is not conditioned on any minimum aggregate
principal amount of old notes being tendered in the exchange
offer. |
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If we materially amend the exchange offer, we will notify you. |
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We may also delay or extend the exchange offer and, if the
conditions to the exchange offer are not met, we may terminate
the exchange offer. We will notify you of any delay, extension
or termination of the exchange offer. |
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Under certain circumstances specified in the registration rights
agreement, we may be required to file a shelf
registration statement for the old notes for a continuous
offering under Rule 415 under the Securities Act. |
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Procedures for Tendering Old Notes; Special Procedures for
Beneficial Owners |
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If you want to participate in the exchange offer, you must
transmit a properly completed and signed letter of transmittal,
and all other documents required by the letter of transmittal,
to the exchange agent. Please send these materials to the
exchange agent at the address set forth in the accompanying
letter of transmittal prior to 5:00 p.m., New York
City time, on the expiration date. You must also send one of the
following: |
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certificates for your old notes; |
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a timely confirmation of book-entry transfer of your
old notes into the exchange agents account at The
Depository Trust Company; or |
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the items required by the guaranteed delivery
procedures described below. |
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If you are a beneficial owner of your old notes, and your old
notes are registered in the name of a nominee, such as a broker,
dealer, commercial bank or trust company, and you wish to tender
your old notes in the exchange offer, you should instruct your
nominee to promptly tender the old notes on your behalf. |
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If you are a beneficial owner and you want to tender your old
notes on your own behalf, you must, before completing and
executing the letter of transmittal and delivering your old
notes, make appropriate arrangements to either register
ownership of your old notes in your name or obtain a properly
completed bond power from the registered holder of your old
notes. |
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By executing the letter of transmittal, you will represent to us
that: |
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you are not our affiliate (as defined in
Rule 405 under the Securities Act); |
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you will acquire the new notes in the ordinary
course of your business; |
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you are not a broker-dealer that acquired your old
notes directly from us in order to resell them pursuant to
Rule 144A under the Securities Act or any other available
exemption under the Securities Act; |
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if you are a broker-dealer that acquired your new
notes as a result of market-making or other trading activities,
you will deliver a prospectus in connection with any resale of
new notes; and |
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you are not participating, do not intend to
participate and have no arrangement or understanding with any
person to participate in the distribution of the new notes. |
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Guaranteed Delivery Procedures |
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If you wish to tender your old notes and: |
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your old notes are not immediately available; |
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you are unable to deliver on time your old notes or
any other document that you are required to deliver to the
exchange agent; or |
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you cannot complete the procedures for delivery by
book-entry transfer on time; |
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then you may tender your old notes according to the guaranteed
delivery procedures that are discussed in the letter of
transmittal and in The Exchange Offer
Guaranteed Delivery Procedures. |
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The Exchange Agent |
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U.S. Bank National Association is the exchange agent. Its
address and telephone number are set forth in The Exchange
Offer The Exchange Agent; Assistance. |
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Resales of New Notes |
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Based on interpretations by the staff of the Commission, as set
forth in no-action letters issued to certain third parties
unrelated to us, we believe that new notes issued pursuant to
the exchange offer in exchange for old notes may be offered for
resale, resold or otherwise transferred by you without
compliance with the registration and prospectus delivery
requirements of the Securities Act, unless you: |
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are our affiliate (as defined in
Rule 405 under the Securities Act); |
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acquired the new notes other than in the ordinary
course of your business; |
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are a broker-dealer that acquired your old notes
directly from us in order to resell them pursuant to
Rule 144A under the Securities Act or any other available
exemption under the Securities Act; or |
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are participating, intend to participate or have an
arrangement or understanding with any person to participate in
the distribution of the new notes. |
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However, the SEC has not considered the exchange offer in the
context of a no-action letter and we cannot be sure that the
staff of the SEC |
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would make a similar determination with respect to the exchange
offer as in such other circumstances. |
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All broker-dealers that are issued new notes for their own
accounts in exchange for old notes that were acquired as a
result of market- making or other trading activities must
acknowledge that they will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale
of the new notes. If you are a broker-dealer and are required to
deliver a prospectus, you may use this prospectus for an offer
to resell, a resale or other transfer of the new notes. |
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Certain Tax Considerations |
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The issuance of the new notes will not constitute a taxable
exchange for U.S. federal income tax purposes. You will not
recognize any gain or loss upon receipt of the new notes. See
Certain United States Federal Income Tax
Considerations. |
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Registration Rights Agreement |
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In connection with the sale of the old notes in a private
placement in reliance on Section 4(2) of the Securities
Act, we entered into a registration rights agreement with the
initial purchasers of the old notes that grants the holders of
the old notes registration rights. The old notes were
immediately resold by the initial purchasers in reliance on
Rule 144A and Regulation S under the Securities Act.
As a result of making and consummating this exchange offer, we
will have fulfilled most of our obligations under the
registration rights agreement. If you do not tender your old
notes in the exchange offer, you will not have any further
registration rights under the registration rights agreement or
otherwise unless you were not eligible to participate in the
exchange offer or do not receive freely transferable new notes
in the exchange offer. See The Exchange Offer
Purpose and Effect; Registration Rights. |
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Effect of Not Tendering |
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If you do not exchange your old notes for new notes in the
exchange offer, your old notes will continue to be subject to
the restrictions on transfer contained in the legend on the old
notes. In general, the old notes may not be offered or sold
unless they are registered under the Securities Act. However,
you may offer or sell your old notes under an exemption from, or
in a transaction not subject to, the Securities Act and
applicable state securities laws. We do not currently anticipate
that we will register the old notes under the Securities Act. |
Summary
of the Terms of the New Notes
The following is a brief summary of some of the terms of the new
notes. For a more complete description of the terms of the new
notes, see Description of the New Notes in this
prospectus.
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Issuer |
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MGM MIRAGE. |
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Notes offered |
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$500,000,000 aggregate principal amount of 6.750% senior
notes due 2013 (the new 2013 notes). |
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$250,000,000 aggregate principal amount of 6.875% senior
notes due 2016 (the new 2016 notes, and together
with the new 2013 notes, collectively, the new
notes). |
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Maturity |
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The new 2013 notes mature on April 1, 2013. |
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The new 2016 notes mature on April 1, 2016. |
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Interest payment dates |
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April 1 and October 1 of each year after the date of
issuance of the new notes. You will receive interest on the new
notes starting from the date interest was last paid on your old
notes. If no interest was paid on your old notes, you will
receive interest from April 5, 2006. If your old notes are
exchanged for new notes, you will not receive any accrued
interest on your old notes. |
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Guarantees |
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The new 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. |
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Ranking |
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The new 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 New Notes Ranking. |
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Optional redemption |
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We may redeem the new notes in whole or in part at any time
prior to their maturity at the redemption price described in the
section Description of the New Notes Optional
Redemption. |
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Covenants |
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The indenture contains covenants that, among other things, will
limit our ability and, in certain instances, the ability of our
subsidiaries to: |
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incur liens on assets to secure debt; |
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enter into certain sale and lease-back transactions;
and |
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merge or consolidate with another company or sell
substantially all assets. |
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These covenants are subject to a number of important
qualifications and exceptions. See Description of the New
Notes Additional Covenants of MGM MIRAGE. |
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Use of proceeds |
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We will not receive any proceeds from the exchange offer and the
corresponding issuance of the new notes. |
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Risk factors |
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See Risk Factors and the other information in this
prospectus for a discussion of the factors you should carefully
consider in connection with the exchange offer and the new notes. |
6
RISK
FACTORS
Before you participate in the exchange offer for the new
notes, you should be aware that investment in the new notes
carries various risks, including those described below. We urge
you to carefully consider these risk factors, together with all
of the other information included and incorporated by reference
in this prospectus, before you decide to participate in the
exchange offer for the new notes.
Risks
Related to the Exchange Offer and the New Notes
Restrictions
on transfer If you do not properly tender your old
notes, your ability to transfer such old notes will be adversely
affected.
We will only issue new notes in exchange for old notes that are
timely received by the exchange agent, together with all
required documents, including a properly completed and signed
letter of transmittal. Therefore, you should allow sufficient
time to ensure timely delivery of the old notes and you should
carefully follow the instructions on how to tender your old
notes. Neither we nor the exchange agent are required to tell
you of any defects or irregularities with respect to your tender
of the old notes. If you do not tender your old notes or if we
do not accept your old notes because you did not tender your old
notes properly, then, after we consummate the exchange offer,
you may continue to hold old notes that are subject to the
existing transfer restrictions. In addition, if you tender your
old notes for the purpose of participating in a distribution of
the new notes, you will be required to comply with the
registration and prospectus delivery requirements of the
Securities Act in connection with any resale of the new notes.
If you are a broker-dealer that receives new notes for your own
account in exchange for old notes that you acquired as a result
of market-making activities or any other trading activities, you
will be required to acknowledge that you will deliver a
prospectus in connection with any resale of such exchange notes.
After the exchange offer is consummated, if you continue to hold
any old notes, you may have difficulty selling them because
there will be fewer old notes outstanding. In addition, if a
large amount of old notes are not tendered or are tendered
improperly, the limited amount of new notes that would be issued
and outstanding after we consummate the exchange offer could
lower the market price of such new notes.
Our
substantial indebtedness could adversely affect our operations
and financial results and impair our ability to satisfy our
obligations under the new notes.
We had approximately $12.5 billion of indebtedness as of
March 31, 2006. See Capitalization. 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
(as defined) under the provisions of our senior credit facility.
The new 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 new notes, and the
new 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:
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increase our vulnerability to general adverse economic and
industry conditions;
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limit our flexibility in planning for, or reacting to, changes
in our business and industry;
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limit our ability to borrow additional funds; and
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place us at a competitive disadvantage compared to other less
leveraged competitors.
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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
7
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 new 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 either
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was insolvent at the time of the incurrence of such indebtedness,
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was rendered insolvent by reason of incurring such indebtedness,
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was at such time engaged or about to engage in a business or
transaction for which its assets constituted unreasonably small
capital, or
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intended to incur, or believed that it would incur, debts beyond
its ability to pay such debts as they matured,
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such court could, with respect to the guarantor, declare void in
whole or in part the obligations of such guarantor under the
guarantees. Any payment by such guarantor pursuant to its
guarantee could also be required to be returned to it, or to a
fund for the benefit of its creditors. Generally, an entity will
be considered insolvent if the sum of its respective debts is
greater than the fair saleable value of all of its property at a
fair valuation or if the present fair saleable value of its
assets is less than the amount that will be required to pay its
probable liability on its existing debts, as they become
absolute and mature.
MGM MIRAGE has no operations of its own and derives all of our
revenue from its subsidiaries. If a guarantee of the new notes
by a subsidiary were avoided as a fraudulent transfer, holders
of other indebtedness of, and trade creditors of, that
subsidiary would generally be entitled to payment of their
claims from the assets of the subsidiary before such assets
could be made available for distribution to us to satisfy our
own obligations. The indenture for the new notes will not limit
the incurrence of additional indebtedness by us and our
subsidiaries or limit investments by us in our subsidiaries.
We may
require you to dispose of your new notes or redeem your new
notes if any gaming authority finds you unsuitable to hold
them.
We may require you to dispose of your new notes or redeem your
new notes if any gaming authority finds you unsuitable to hold
them or in order to otherwise comply with any gaming laws to
which we or any of our subsidiaries are or may become subject,
as more fully described in the sections entitled
Regulation and Licensing and Description of
the New Notes Mandatory Disposition Pursuant to
Gaming Laws.
An
active trading market may not develop for these new
notes.
The new notes do not have an established trading market, and
none may develop. We do not intend to apply for listing of the
new notes on any securities exchange or for quotation on any
automated dealer quotation system. The liquidity of any market
for the new notes will depend on the number of holders of the
new notes, the interest of securities dealers in making a market
in the new notes and other factors. The initial purchasers of
the old notes are under no obligation to make a market in the
new notes, even if permitted by applicable laws and regulations.
At their discretion, the initial purchasers could discontinue
any market-making efforts at any time without notice.
8
Accordingly, we cannot assure you as to the development or
liquidity of any market for the new notes. If an active trading
market does not develop, the market price and liquidity of the
new notes may be adversely affected. If the new notes are
traded, they may trade at a discount from their initial offering
price of the old notes depending upon prevailing interest rates,
the market for similar securities, general economic conditions,
our performance and business prospects and certain other factors.
Risks
Related to MGM MIRAGE and the Gaming Industry
The
gaming industry is highly competitive.
Our casinos in Las Vegas and elsewhere are destination resorts
that compete with other destination travel locations throughout
the United States and the world. We do not believe that our
competition is limited to a particular geographic area, and
gaming operations in other states or countries could attract our
customers. To the extent that new casinos enter our markets or
hotel room capacity is expanded by others in major destination
locations, competition will increase. Major competitors,
including new entrants, have either recently expanded their
hotel room capacity or are currently constructing new rooms in
Las Vegas. Also, the recent growth of gaming in areas outside
Las Vegas, including California, has increased the competition
faced by our operations in Las Vegas and elsewhere. In
particular, as additional large scale gaming operations in
Native American tribal lands increase, competition will increase.
The
expansion of gaming in California has already impacted our
operations and could have a material adverse effect on our
business.
According to the California Gambling Control Commission, more
than 60 compacts with tribes had been approved by the federal
government as of December 31, 2005, with more than 50 of
the tribes legally operating casinos in California in accordance
with these compacts. Additional expansion of gaming in
California could have an adverse impact on our results of
operations.
The
gaming industry is highly regulated, and we must adhere to
various regulations, maintain our licenses and pay gaming taxes
to continue our operations.
The ownership and operation of gaming facilities are subject to
extensive federal, state, provincial, tribal
and/or local
laws, regulations and ordinances, which are administered by the
relevant regulatory agencies in each jurisdiction. These laws,
regulations and ordinances vary from jurisdiction to
jurisdiction, but generally concern the responsibility,
financial stability and character of the owners and managers of
gaming operations as well as persons financially interested or
involved in gaming operations. As such, our gaming regulators
can require us to disassociate ourselves from suppliers or
business partners found unsuitable by the regulators. For a
summary of gaming regulations that affect our business, see
Regulation and Licensing. The regulatory environment
in any particular jurisdiction may change in the future and any
such change could have a material adverse effect on our results
of operations. In addition, we are subject to various gaming
taxes, which are subject to possible increase at any time. For
instance, the gaming tax rate in Michigan was increased in 2004.
Our
business is affected by economic and market conditions in the
markets in which we operate and in the locations where our
customers reside.
Bellagio, MGM Grand, Mandalay Bay and The Mirage are
particularly affected by economic conditions in the Far East,
and all of our Nevada resorts are affected by economic
conditions in the United States, and California in particular. A
recession or economic slowdown could cause a reduction in
visitation to our resorts, which would adversely affect our
operating results.
We
rely on customers who travel to our resorts, and if our
customers ability to travel is impeded, it could
negatively affect our operating results.
Many of our customers travel by air. As a result, the cost and
availability of air service, the cost of fuel, and the impact of
events like those of September 11, 2001, can affect our
business. Additionally, there is one principal interstate
highway between Las Vegas and Southern California, where a large
number of our customers reside.
9
Capacity restraints of that highway or any other traffic
disruptions may affect the number of customers who visit our
facilities.
Terrorist
attacks may cause significant disruption to our
business.
Leisure and business travel, especially travel by air, are
particularly susceptible to global geopolitical events, such as
terrorist attacks or acts of war or hostility, which can create
economic and political uncertainties that could adversely impact
our business levels. Furthermore, although we have been able to
purchase some insurance coverage for certain types of terrorist
acts, insurance coverage against loss or business interruption
resulting from war and some forms of terrorism continues to be
unavailable.
Extreme
weather conditions may cause significant property damage and
interruption of our operations in certain areas.
Certain of our casino properties are located in areas that may
be subject to extreme weather conditions, including, but not
limited to, hurricanes. Such extreme weather conditions may
interrupt our operations, damage our properties, and reduce the
number of customers who visit our facilities in such areas.
Although we maintain both property and business interruption
insurance coverage for certain extreme weather conditions, such
coverage is subject to deductibles and limits on maximum
benefits, including limitation on the coverage period for
business interruption, and we cannot assure you that we will be
able to fully insure such losses or fully collect, if at all, on
claims resulting from such extreme weather conditions.
Furthermore, such extreme weather conditions may interrupt or
impede access to our affected properties and may cause visits to
our affected properties to decrease for an indefinite period.
For example, in August 2005, Hurricane Katrina caused
significant damage to our Beau Rivage resort.
Increases
in energy costs, such as those experienced recently, may have a
negative impact on our operating results.
We are a large consumer of electricity and other energy.
Accordingly, increases in energy costs, such as those
experienced recently, may have a negative impact on our
operating results. Additionally, higher energy and gasoline
prices which affect our customers may result in reduced
visitation to our resorts and a reduction in our revenues. For
example, Nevada Power, which supplies power to our Las Vegas
resorts, recently submitted a rate request which would
significantly increase our cost of electricity at those resorts.
Our
joint venture for the construction and operation of a
hotel-casino in Macau S.A.R., as well as our potential future
investments and other transactions in other foreign
jurisdictions, involve significant risks.
In June 2004, we announced that we entered into a joint venture
agreement with Pansy Ho Chiu-king to develop, build and operate
a major hotel-casino resort in Macau S.A.R. The facility, MGM
Grand Macau, will be jointly owned and operated by the two
shareholders. MGM Grand Macaus operations will be subject
to unique risks, including risks related to:
(a) Macaus regulatory framework; (b) our ability
to adapt to the different regulatory and gaming environment in
Macau while remaining in compliance with the requirements of the
gaming regulatory authorities in the jurisdictions in which we
currently operate, as well as other applicable federal, state,
or local laws in the United States and Macau; (c) the
transition of Macau from a Portuguese colony to a special
administrative region of the Peoples Republic of China;
and (d) the extreme weather conditions in the region.
Furthermore, any such operations in Macau or any future
operations in which we may engage in any other foreign
territories are subject to risks pertaining to international
operations, including foreign currency risks, foreign government
regulations that may make it difficult for us to operate in a
profitable manner in such jurisdiction, inability to adequately
enforce our rights in such jurisdiction, general geopolitical
risks such as political and economic instability, hostilities
with neighboring countries and changes in diplomatic and trade
relationships, and potentially adverse tax consequences.
10
We are
planning significant construction projects in the near future,
which exposes us to several significant risks.
Our plans for future construction can be affected by a number of
factors, including time delays in obtaining necessary
governmental permits and approvals and legal challenges. We may
make changes in project scope, budgets and schedules for
competitive, aesthetic or other reasons, and these changes may
also result from circumstances beyond our control. These
circumstances include weather interference, shortages of
materials and labor, work stoppages, labor disputes, unforeseen
engineering, environmental or geological problems and
unanticipated cost increases. Any of these circumstances could
give rise to delays or cost overruns. Major expansion projects
at our existing resorts can also result in disruption of our
business during the construction period.
Tracinda
Corporation owns a majority of our common stock and may
influence our Board of Directors and affairs.
Tracinda Corporation and its sole stockholder beneficially owned
approximately 56% of our outstanding common stock at
March 31, 2006. As a result, Tracinda Corporation has the
ability to elect our entire Board of Directors and determine the
outcome of other matters submitted to our stockholders, such as
the approval of significant transactions.
USE OF
PROCEEDS
We will not receive any proceeds from the exchange offer. In
consideration for issuing the new notes, we will receive
outstanding old notes in like original principal amount at
maturity. All old notes received in the exchange offer will be
cancelled. Because we are exchanging the new notes for the old
notes, which have substantially identical terms, the issuance of
the new notes will not result in any increase in our
indebtedness. The exchange offer is intended to satisfy our
obligations under the registration rights agreement executed in
connection with the sale of the old notes.
The net proceeds from the offering of the old notes
(approximately $744 million after commissions and offering
expenses) were used to repay a portion of the outstanding amount
under our $7.0 billion credit facility, to pay fees and
expenses related to the offering of the old notes and for
general corporate purposes. The $7.0 billion credit
facility matures on April 25, 2010 and bears interest (6.2%
as of March 31, 2006) based upon the bank reference
rate plus an applicable margin ranging from 0.00% to 0.75% or
reserve adjusted LIBOR rate plus an applicable margin ranging
from 0.75% to 1.75%. As of March 31, 2006, there was
approximately $5.1 billion outstanding under the
$7.0 billion credit facility. See
Capitalization.
11
CAPITALIZATION
The following table sets forth our unaudited consolidated
capitalization as of March 31, 2006 on a historical basis
and on an as adjusted basis to give effect to the issuance of
the old notes and the application of the proceeds therefrom. The
information presented in the table below should be read in
conjunction with Use of Proceeds and Selected
Consolidated Financial and Other Data included elsewhere
in this prospectus as well as the consolidated historical
financial statements and notes thereto incorporated in this
prospectus by reference.
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As of March 31, 2006
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Actual
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As Adjusted
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(In millions)
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Cash and cash equivalents
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$
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297.0
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$
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297.0
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Long-term debt (including current
maturities):
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Senior credit facility
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$
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5,130.0
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$
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4,385.7
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MGM MIRAGE:
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9.75% senior subordinated
notes due 2007, net
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708.5
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708.5
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6% senior notes due 2009, net
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1,054.9
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1,054.9
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8.50% senior notes due 2010,
net
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822.8
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822.8
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8.375% senior subordinated
notes due 2011
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400.0
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400.0
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6.75% senior notes due 2012
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550.0
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550.0
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6.750% senior notes due 2013
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500.0
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5.875% senior notes due 2014,
net
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522.7
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522.7
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6.625% senior notes due 2015,
net
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879.9
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879.9
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6.875% senior notes due 2016
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250.0
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Mirage Resorts, Incorporated:
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7.25% senior notes due 2006,
net
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241.6
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241.6
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6.75% senior notes due 2007,
net
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194.0
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194.0
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6.75% senior notes due 2008,
net
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|
173.1
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173.1
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7.25% senior debentures due
2017, net
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82.9
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82.9
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Mandalay Resort Group:
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10.25% senior subordinated
notes due 2007, net
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522.4
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522.4
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9.50% senior notes due 2008,
net
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|
211.4
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|
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|
211.4
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6.50% senior notes due 2009,
net
|
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|
228.4
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|
|
|
228.4
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9.375% senior subordinated
notes due 2010, net
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323.9
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|
|
|
323.9
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6.375% senior notes due 2011,
net
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|
133.7
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|
133.7
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7.625% senior subordinated
debentures due 2013, net
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155.8
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|
155.8
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Floating rate convertible senior
debentures due 2033
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8.5
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8.5
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7% debentures due 2036, net
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155.9
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|
155.9
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6.7% debentures due 2096
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4.3
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4.3
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Other notes
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Total long-term debt (including
current maturities)
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12,504.7
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12,510.4
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Total stockholders equity
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3,385.8
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3,385.8
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Total capitalization
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$
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15,890.5
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$
|
15,896.2
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12
SUMMARY
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
MGM
MIRAGE
Our selected consolidated financial and other data presented
below as of and for the five years ended December 31, 2005
have been derived from our audited consolidated financial
statements. The summary selected consolidated financial and
other data as of and for the three months ended March 31,
2005 and 2006 has been derived from our unaudited consolidated
financial statements for those periods, which, in the opinion of
management, include all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the
results of operations and financial position. The results for
the three months ended March 31, 2006 are not necessarily
indicative of results that may be expected for the entire year.
The table should be read together with our consolidated
financial statements and accompanying notes, as well as
managements discussion and analysis of results of
operations and financial condition, all of which can be found in
publicly available documents.
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For the Years Ended December 31,
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Three Months Ended March 31,
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2001
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2002
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2003
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|
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2004
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2005
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2005
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2006
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(In thousands, except per share data)
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Income Statement Data:
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Net revenues
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$
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3,699,852
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$
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3,756,928
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$
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3,862,743
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|
|
$
|
4,238,104
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|
|
$
|
6,481,967
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|
|
$
|
1,204,135
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$
|
1,878,533
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|
|
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Operating income
|
|
|
599,892
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|
|
|
746,538
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|
|
|
699,729
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|
|
|
950,860
|
|
|
|
1,357,208
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|
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|
293,176
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|
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424,372
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|
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|
Income from continuing operations
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160,440
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|
|
|
289,476
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|
|
|
230,273
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|
|
|
349,856
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|
|
|
443,256
|
|
|
|
111,079
|
|
|
|
144,037
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|
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|
Net income
|
|
|
169,815
|
|
|
|
292,435
|
|
|
|
243,697
|
|
|
|
412,332
|
|
|
|
443,256
|
|
|
|
111,079
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|
|
|
144,037
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|
Basic earnings per share Income
from continuing operations
|
|
$
|
0.51
|
|
|
$
|
0.92
|
|
|
$
|
0.77
|
|
|
$
|
1.25
|
|
|
$
|
1.56
|
|
|
$
|
0.39
|
|
|
$
|
0.51
|
|
|
|
|
|
Net income per share
|
|
$
|
0.53
|
|
|
$
|
0.93
|
|
|
$
|
0.82
|
|
|
$
|
1.48
|
|
|
$
|
1.56
|
|
|
$
|
0.39
|
|
|
$
|
0.51
|
|
|
|
|
|
Weighted average number of shares
|
|
|
317,542
|
|
|
|
315,618
|
|
|
|
297,861
|
|
|
|
279,325
|
|
|
|
284,943
|
|
|
|
282,516
|
|
|
|
284,200
|
|
|
|
|
|
Diluted earnings per share Income
from continuing operations
|
|
$
|
0.50
|
|
|
$
|
0.90
|
|
|
$
|
0.76
|
|
|
$
|
1.21
|
|
|
$
|
1.50
|
|
|
$
|
0.38
|
|
|
$
|
0.49
|
|
|
|
|
|
Net income per share
|
|
$
|
0.53
|
|
|
$
|
0.91
|
|
|
$
|
0.80
|
|
|
$
|
1.43
|
|
|
$
|
1.50
|
|
|
$
|
0.38
|
|
|
$
|
0.49
|
|
|
|
|
|
Weighted average number of shares
|
|
|
321,644
|
|
|
|
319,880
|
|
|
|
303,184
|
|
|
|
289,333
|
|
|
|
296,334
|
|
|
|
294,646
|
|
|
|
292,783
|
|
|
|
|
|
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of earnings to fixed
charges(1)
|
|
|
1.43
|
x
|
|
|
2.09
|
x
|
|
|
1.86
|
x
|
|
|
2.27
|
x
|
|
|
1.92
|
x
|
|
|
2.60
|
x
|
|
|
1.93x
|
|
|
|
|
|
Balance Sheet Data (end of period):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
10,542,568
|
|
|
$
|
10,568,698
|
|
|
$
|
10,811,269
|
|
|
$
|
11,115,029
|
|
|
$
|
20,699,420
|
|
|
$
|
11,131,298
|
|
|
$
|
20,844,109
|
|
|
|
|
|
Total debt, including capital leases
|
|
|
5,465,608
|
|
|
|
5,222,195
|
|
|
|
5,533,462
|
|
|
|
5,463,619
|
|
|
|
12,358,829
|
|
|
|
5,339,005
|
|
|
|
12,507,814
|
|
|
|
|
|
Stockholders equity
|
|
|
2,510,700
|
|
|
|
2,664,144
|
|
|
|
2,533,788
|
|
|
|
2,771,704
|
|
|
|
3,235,072
|
|
|
|
3,022,796
|
|
|
|
3,385,774
|
|
|
|
|
|
Stockholders equity per share
|
|
$
|
7.98
|
|
|
$
|
8.62
|
|
|
$
|
8.85
|
|
|
$
|
9.87
|
|
|
$
|
11.35
|
|
|
$
|
10.54
|
|
|
$
|
11.88
|
|
|
|
|
|
Number of shares outstanding
|
|
|
314,792
|
|
|
|
309,148
|
|
|
|
286,192
|
|
|
|
280,740
|
|
|
|
285,070
|
|
|
|
286,806
|
|
|
|
284,994
|
|
|
|
|
|
|
|
|
(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 and issuance costs,
and our proportionate share of interest cost of unconsolidated
affiliates. |
In June 2003, we ceased operations of PLAYMGMMIRAGE.com, our
online gaming website (Online). In January 2004, we
sold the Golden Nugget Las Vegas and the Golden Nugget Laughlin
including substantially all of
13
the assets and liabilities of those resorts (the Golden
Nugget Subsidiaries). In July 2004, we sold the
subsidiaries that own and operate MGM Grand Australia. The
results of Online, the Golden Nugget Subsidiaries and MGM Grand
Australia are classified as discontinued operations for all
periods presented. The Mandalay acquisition occurred on
April 25, 2005.
MANDALAY
RESORT GROUP
The selected consolidated financial and other data of Mandalay
presented below as of and for the five fiscal years ended
January 31, 2005 have been derived from the audited
consolidated financial statements of Mandalay. The table should
be read together with Mandalays consolidated financial
statements and accompanying notes, as well as managements
discussion and analysis of results of operations and financial
condition, all of which can be found in publicly available
documents.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
|
|
2001
|
|
|
2002
|
|
|
2003
|
|
|
2004
|
|
|
2005
|
|
|
|
(In thousands, except per share amounts, ratios and
statistical measures)
|
|
|
Income Statement
Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues(1)
|
|
$
|
2,381,139
|
|
|
$
|
2,348,512
|
|
|
$
|
2,354,118
|
|
|
$
|
2,491,099
|
|
|
$
|
2,809,143
|
|
Income from operations
|
|
|
431,534
|
|
|
|
351,060
|
|
|
|
452,306
|
|
|
|
490,441
|
|
|
|
613,432
|
|
Income before cumulative effect of
change in accounting principal
|
|
|
119,700
|
|
|
|
53,044
|
|
|
|
117,465
|
|
|
|
149,847
|
|
|
|
229,062
|
|
Net income(2)
|
|
|
119,700
|
|
|
|
53,044
|
|
|
|
115,603
|
|
|
|
149,847
|
|
|
|
229,062
|
|
Basic earnings per share(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before cumulative effect of
change in accounting principle
|
|
$
|
1.53
|
|
|
$
|
0.73
|
|
|
$
|
1.74
|
|
|
$
|
2.40
|
|
|
$
|
3.41
|
|
Net income
|
|
$
|
1.53
|
|
|
$
|
0.73
|
|
|
$
|
1.71
|
|
|
$
|
2.40
|
|
|
$
|
3.41
|
|
Diluted earnings per share(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before cumulative effect of
change in accounting principle
|
|
$
|
1.50
|
|
|
$
|
0.71
|
|
|
$
|
1.68
|
|
|
$
|
2.31
|
|
|
$
|
3.31
|
|
Net income
|
|
$
|
1.50
|
|
|
$
|
0.71
|
|
|
$
|
1.65
|
|
|
$
|
2.31
|
|
|
$
|
3.31
|
|
Ratio of earnings to fixed
charges(3)
|
|
|
1.85
|
x
|
|
|
1.50
|
x
|
|
|
1.91
|
x
|
|
|
2.30
|
x
|
|
|
3.12
|
x
|
|
|
|
|
|
|
|
As of
|
|
|
|
January 31,
|
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Balance Sheet Data:
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
169,738
|
|
Total assets
|
|
|
4,722,115
|
|
Long-term debt, net of current
portion
|
|
|
2,646,986
|
|
Stockholders equity
|
|
|
1,239,230
|
|
|
|
|
(1) |
|
During fiscal 2003, Mandalay reclassified equity in earnings of
unconsolidated affiliates from revenues to a separate component
within income from operations. Prior fiscal years have been
reclassified to conform to the new presentation. This
reclassification had no impact on previously reported income
from operations or net income. |
14
|
|
|
(2) |
|
In accordance with the adoption of Statement of Financial
Accounting Standards No. 142, Goodwill and Other
Intangible Assets (SFAS 142) on
February 1, 2002, Mandalay no longer amortizes goodwill.
The following table presents Mandalays results for fiscal
years ended January 31, 2001 and 2002 as if the
non-amortization
provisions of SFAS 142 had been applied. All goodwill
amortization was related to continuing operations. |
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
January 31,
|
|
|
|
2001
|
|
|
2002
|
|
|
|
(In thousands, except per share data)
|
|
|
Net income as reported
|
|
$
|
119,700
|
|
|
$
|
53,044
|
|
Goodwill amortization adjustment
|
|
|
11,801
|
|
|
|
11,801
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income
|
|
$
|
131,501
|
|
|
$
|
64,845
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share as
reported
|
|
$
|
1.53
|
|
|
$
|
0.73
|
|
Goodwill amortization adjustment
|
|
|
0.15
|
|
|
|
0.16
|
|
|
|
|
|
|
|
|
|
|
Adjusted basic net income per share
|
|
$
|
1.68
|
|
|
$
|
0.89
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per share as
reported
|
|
$
|
1.50
|
|
|
$
|
0.71
|
|
Goodwill amortization adjustment
|
|
|
0.15
|
|
|
|
0.16
|
|
|
|
|
|
|
|
|
|
|
Adjusted diluted net income per
share
|
|
$
|
1.65
|
|
|
$
|
0.87
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|
For purposes of determining the ratio of earnings to fixed
charges, earnings are defined as net income before fixed
charges, income taxes and minority interest, adjusted to exclude
capitalized interest. Fixed charges consist of interest, whether
expensed or capitalized, amortization of debt discount and
issuance costs, Mandalays proportionate share of the
interest cost of 50%-owned ventures, and the estimated interest
component of rental expense. |
On April 25, 2005, immediately prior to the Merger,
Mandalays ownership interest in MotorCity Casino was sold
to a third party.
15
SUMMARY
UNAUDITED PRO FORMA FINANCIAL AND OTHER DATA
The summary unaudited pro forma financial and other data
presented below give effect to the acquisition by MGM MIRAGE of
Mandalay, and are derived from our historical financial
statements and the historical financial statements of Mandalay,
which are incorporated by reference in this prospectus, and the
historical financial statements of Monte Carlo, a joint venture
between us and Mandalay. The summary pro forma financial and
other data presented below is only a summary of the unaudited
pro forma condensed combined financial statements presented on
pages [17] to [20], and should be read in conjunction with
our historical financial statements and other information
incorporated herein by reference.
The historical financial statements have been adjusted as
described in the notes to the unaudited pro forma condensed
combined financial statements beginning on page [17]. The
summary pro forma financial and other data presented below
should not be considered representative of our future
consolidated results of operations or financial position.
|
|
|
|
|
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2005
|
|
|
|
(In thousands,
|
|
|
|
except per
|
|
|
|
share data)
|
|
|
Income Statement Data:
|
|
|
|
|
Net revenues
|
|
$
|
7,384,626
|
|
Operating income
|
|
|
1,519,500
|
|
Income from continuing operations
|
|
|
465,087
|
|
Basic earnings per share Income
from continuing operations
|
|
$
|
1.63
|
|
Diluted earnings per share Income
from continuing operations
|
|
$
|
1.57
|
|
Other Financial Data:
|
|
|
|
|
Ratio of earnings to fixed charges
|
|
|
1.83
|
|
16
UNAUDITED
PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The unaudited pro forma condensed combined statement of income
for the year ended December 31, 2005 has been prepared to
give effect to the Merger, and are derived from our historical
financial statements, the historical financial statements of
Mandalay, the historical financial statements of MotorCity
Casino, 53.5% owned by Mandalay and sold in connection with the
Merger, and the historical financial statements of Monte Carlo,
a joint venture between us and Mandalay. The historical
financial statements have been adjusted as described in the
notes to the unaudited pro forma condensed combined financial
statements. The unaudited pro forma condensed combined financial
statements do not give any effect to the offering of the notes
contemplated by this offering memorandum.
The unaudited pro forma condensed combined statement of income
has been prepared in accordance with Article 11 of
Regulation S-X.
The historical statement of income for MGM MIRAGE includes the
results of Mandalay and Monte Carlo since April 25, 2005,
the date of the Merger. The statements of income for Mandalay,
Monte Carlo and MotorCity include the results of those entities
from January 1, 2005 through April 25, 2005.
For purposes of the unaudited pro forma condensed combined
statements of income, we assumed the Merger occurred on
January 1, 2005. We applied the purchase method of
accounting, which requires an allocation of the purchase price
to the assets acquired and liabilities assumed, at fair value.
The purchase price allocation reflected in the unaudited
condensed combined financial statements is preliminary and is
subject to revision for up to one year after the Merger. In
particular, we are still evaluating certain customer
relationship intangible assets related to individual and group
hotel reservations as well as gaming loyalty program members.
The final purchase price allocation will be based on formal
valuations of tangible assets, identification and valuation of
identifiable intangible assets, and an analysis of the value of
liabilities assumed. The final purchase price allocation may
differ materially from the preliminary estimate due to different
valuations and differences in useful lives and amortization
methods applied to tangible and intangible assets. Therefore,
the unaudited pro forma condensed combined financial statements
are for informational purposes only and are not intended to
represent or be indicative of the consolidated results of
operations that we would have reported had the Merger been
completed as of the dates presented. Additionally, the unaudited
pro forma condensed combined financial statements should not be
considered representative of our future consolidated results of
operations.
17
UNAUDITED
PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MGM MIRAGE
|
|
|
Mandalay
|
|
|
Monte Carlo
|
|
|
MotorCity
|
|
|
Pro Forma
|
|
|
MGM MIRAGE
|
|
|
|
Historical
|
|
|
Historical
|
|
|
Historical(a)
|
|
|
Disposition(b)
|
|
|
Adjustments
|
|
|
Pro Forma
|
|
|
|
(In thousands, except per share data)
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casino
|
|
$
|
2,981,651
|
|
|
$
|
435,316
|
|
|
$
|
33,802
|
|
|
$
|
(138,668
|
)
|
|
$
|
|
|
|
$
|
3,312,101
|
|
Rooms
|
|
|
1,673,696
|
|
|
|
283,390
|
|
|
|
46,987
|
|
|
|
|
|
|
|
|
|
|
|
2,004,073
|
|
Food and beverage
|
|
|
1,330,210
|
|
|
|
174,390
|
|
|
|
15,052
|
|
|
|
(14,505
|
)
|
|
|
|
|
|
|
1,505,147
|
|
Entertainment, retail and other
|
|
|
1,098,612
|
|
|
|
117,045
|
|
|
|
10,013
|
|
|
|
(4,594
|
)
|
|
|
(1,118
|
)(c)
|
|
|
1,219,958
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,084,169
|
|
|
|
1,010,141
|
|
|
|
105,854
|
|
|
|
(157,767
|
)
|
|
|
(1,118
|
)
|
|
|
8,041,279
|
|
Less: Promotional allowances
|
|
|
(602,202
|
)
|
|
|
(63,038
|
)
|
|
|
(4,783
|
)
|
|
|
13,370
|
|
|
|
|
|
|
|
(656,653
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,481,967
|
|
|
|
947,103
|
|
|
|
101,071
|
|
|
|
(144,397
|
)
|
|
|
(1,118
|
)
|
|
|
7,384,626
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casino
|
|
|
1,536,611
|
|
|
|
239,040
|
|
|
|
17,531
|
|
|
|
(75,983
|
)
|
|
|
|
|
|
|
1,717,199
|
|
Rooms
|
|
|
472,592
|
|
|
|
87,954
|
|
|
|
11,748
|
|
|
|
|
|
|
|
|
|
|
|
572,294
|
|
Food and beverage
|
|
|
816,570
|
|
|
|
113,131
|
|
|
|
10,858
|
|
|
|
(5,850
|
)
|
|
|
|
|
|
|
934,709
|
|
Entertainment, retail and other
|
|
|
721,286
|
|
|
|
67,256
|
|
|
|
5,459
|
|
|
|
(1,506
|
)
|
|
|
|
|
|
|
792,495
|
|
General and administrative
|
|
|
958,263
|
|
|
|
169,315
|
|
|
|
13,991
|
|
|
|
(17,107
|
)
|
|
|
|
|
|
|
1,124,462
|
|
Corporate expense
|
|
|
130,633
|
|
|
|
27,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
158,130
|
|
Preopening and
start-up
expenses
|
|
|
15,752
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,752
|
|
Restructuring costs (credit)
|
|
|
(59
|
)
|
|
|
|
|
|
|
69
|
|
|
|
|
|
|
|
|
|
|
|
10
|
|
Property transactions, net
|
|
|
36,880
|
|
|
|
|
|
|
|
|
|
|
|
14
|
|
|
|
|
|
|
|
36,894
|
|
Depreciation and amortization
|
|
|
588,102
|
|
|
|
59,747
|
|
|
|
5,433
|
|
|
|
(2,485
|
)
|
|
|
6,973
|
(d)
|
|
|
657,770
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,276,630
|
|
|
|
763,940
|
|
|
|
65,089
|
|
|
|
(102,917
|
)
|
|
|
6,973
|
|
|
|
6,009,715
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from unconsolidated
affiliates
|
|
|
151,871
|
|
|
|
28,198
|
|
|
|
|
|
|
|
|
|
|
|
(35,657
|
)(a)
|
|
|
144,589
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
177
|
(e)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
1,357,208
|
|
|
|
211,361
|
|
|
|
35,982
|
|
|
|
(41,480
|
)
|
|
|
(43,571
|
)
|
|
|
1,519,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-operating income
(expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
12,110
|
|
|
|
233
|
|
|
|
102
|
|
|
|
|
|
|
|
|
|
|
|
12,445
|
|
Interest expense, net
|
|
|
(656,159
|
)
|
|
|
(65,198
|
)
|
|
|
(5
|
)
|
|
|
867
|
|
|
|
(58,788
|
)(f)
|
|
|
(779,283
|
)
|
Non-operating items from
unconsolidated affiliates
|
|
|
(15,825
|
)
|
|
|
(2,598
|
)
|
|
|
|
|
|
|
|
|
|
|
550
|
(e)
|
|
|
(17,873
|
)
|
Other, net
|
|
|
(18,434
|
)
|
|
|
4,106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,328
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(678,308
|
)
|
|
|
(63,457
|
)
|
|
|
97
|
|
|
|
867
|
|
|
|
(58,238
|
)
|
|
|
(799,039
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interest
|
|
|
|
|
|
|
(18,873
|
)
|
|
|
|
|
|
|
18,873
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing
operations before income taxes
|
|
|
678,900
|
|
|
|
129,031
|
|
|
|
36,079
|
|
|
|
(21,740
|
)
|
|
|
(101,809
|
)
|
|
|
720,461
|
|
Provision for income taxes
|
|
|
(235,644
|
)
|
|
|
(49,670
|
)
|
|
|
|
|
|
|
7,609
|
|
|
|
22,331
|
(g)
|
|
|
(255,374
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing
operations
|
|
$
|
443,256
|
|
|
$
|
79,361
|
|
|
$
|
36,079
|
|
|
$
|
(14,131
|
)
|
|
$
|
(79,478
|
)
|
|
$
|
465,087
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per
share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
1.56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1.63
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in calculation
|
|
|
284,943
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
284,943
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per
share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
1.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1.57
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in calculation
|
|
|
296,334
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
296,334
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of this unaudited
pro forma condensed combined statement of income.
18
NOTES TO
UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF INCOME
The accompanying unaudited pro forma condensed combined
financial statements present the pro forma results of operations
of MGM MIRAGE and Mandalay on a combined basis based on the
historical financial information of each company and after
giving effect to the Merger. The Merger has been recorded using
the purchase method of accounting, with MGM MIRAGE as the
acquirer.
The historical statement of income for MGM MIRAGE includes the
results of Mandalay and Monte Carlo since April 25, 2005,
the date of the Merger. The statements of income for Mandalay,
Monte Carlo and MotorCity include the results of those entities
from January 1, 2005 through April 25, 2005. The
statement of income for Mandalay for the year ended
December 31, 2005 excludes the gain on sale of MotorCity
and restructuring costs recognized at the date of the Merger.
Certain reclassifications have been made to the historical
Mandalay financial statements to conform to the presentation
used in the MGM MIRAGE historical financial statements. Such
reclassifications had no effect on Mandalays previously
reported income from continuing operations.
For purposes of the unaudited pro forma condensed combined
statements of income, we assumed the Merger occurred on
January 1, 2005.
|
|
2.
|
Preliminary
Purchase Price Allocation
|
The following table sets forth the determination of the
consideration paid for Mandalay at the date of the Merger,
April 25, 2005 (in thousands, except per share amounts):
|
|
|
|
|
Cash consideration for outstanding
Mandalay shares and stock options
|
|
$
|
4,831,944
|
|
Estimated fair value of Mandalay
long-term debt
|
|
|
2,849,225
|
|
Transaction costs and expenses
|
|
|
111,944
|
|
|
|
|
|
|
|
|
|
7,793,113
|
|
Less: Proceeds from the sale of
MotorCity Casino
|
|
|
(526,597
|
)
|
|
|
|
|
|
|
|
$
|
7,266,516
|
|
|
|
|
|
|
The following table sets forth the preliminary allocation of
purchase price (in thousands):
|
|
|
|
|
Current assets (including cash of
$134,245)
|
|
$
|
414,326
|
|
Property and equipment
|
|
|
7,180,936
|
|
Goodwill
|
|
|
1,230,804
|
|
Other intangible assets
|
|
|
245,940
|
|
Other assets
|
|
|
283,931
|
|
Assumed liabilities, excluding
long-term debt
|
|
|
(602,338
|
)
|
Deferred taxes
|
|
|
(1,487,083
|
)
|
|
|
|
|
|
|
|
$
|
7,266,516
|
|
|
|
|
|
|
The amount allocated to intangible assets includes existing
Mandalay intangible assets and the recognition of customer lists
with an estimated value of $12.0 million and an estimated
useful life of five years and trade names and trademarks with an
estimated value of $234.0 million and an indefinite life.
The purchase price allocation reflected above is preliminary and
is subject to revision for up to one year after the Merger. We
anticipate reflecting the final purchase price allocation in our
next periodic filing.
19
The following are brief descriptions of each of the pro forma
adjustments included in the unaudited pro forma condensed
combined financial statements:
(a) To reflect the historical results of operations of
Monte Carlo as if it were a consolidated subsidiary and to
reflect the elimination of income from unconsolidated affiliate
from the MGM MIRAGE and Mandalay historical financial
statements. The income statement impacts of purchase price
adjustments related to recording the assets and liabilities of
Monte Carlo at fair value are included in the pro forma
adjustments. Monte Carlo is a partnership and therefore does not
record a provision for income taxes. An adjustment to reflect an
income tax provision on Monte Carlos income is included in
pro forma adjustment (g) below.
(b) To reflect the disposition of MotorCity Casino, of
which Mandalay held a 53.5% interest and consolidated. Proceeds
from the sale of MotorCity are assumed to be used to reduce
outstanding borrowings, thereby reducing interest expense
(reflected in the pro forma adjustment column see
pro forma adjustment (f)).
(c) To eliminate intercompany payments from MGM MIRAGE to
Monte Carlo related to the temporary removal from service of the
tram connecting Bellagio and Monte Carlo to facilitate the
construction of the Bellagio expansion.
(d) To reflect adjustments to depreciation and amortization
related to the recognition of depreciable property and equipment
at fair value and the recognition of definite-lived intangible
assets in the preliminary purchase price allocation.
(e) To reflect the income statement impacts of adjustments
to the value of Mandalays investments in unconsolidated
affiliates other than Monte Carlo.
(f) To reflect the pro forma interest expense resulting
from the Merger. The pro forma interest expense reflects the
interest on $4.6 billion of incremental new borrowings and
amortization of debt issuance costs related to the new
borrowings, offset by the amortization of the premium resulting
from recording the Mandalay debt assumed in the transaction at
fair value. We entered into a $7.0 billion senior credit
facility to finance the Merger. The senior credit facility
consists of entirely variable rate borrowings, with an assumed
weighted average interest rate of 4.8% (based on LIBOR at
April 25, 2005). A 0.125% change in the estimated interest
rate would result in a $5.7 million change in annual pro
forma interest expense.
(g) To reflect the tax effect of the pro forma adjustments
at the 35% statutory rate. Also included in this amount is an
adjustment to reflect an income tax provision on Monte
Carlos income at the 35% statutory rate. See also pro
forma adjustment (a) above.
|
|
4.
|
Cost
Savings, Merger-related Charges, and Disposals of Long-lived
Assets
|
The unaudited pro forma condensed combined financial statements
do not reflect any cost savings of duplicative departments and
redundant infrastructure, the benefit of operational
efficiencies, or the benefit of revenue enhancements which may
be achieved as a result of the Merger.
The unaudited pro forma condensed combined financial statements
do not reflect any restructuring or other merger-related charges
and liabilities resulting from actions taken as a result of the
integration of Mandalay, such as certain exit activities,
contract terminations or severance, some of which have already
occurred.
The unaudited pro forma condensed combined financial statements
reflect the disposition of Mandalays interest in MotorCity
Casino in Detroit, Michigan. The unaudited pro forma condensed
combined financial statements do not reflect any other disposals
of long-lived assets. We do not currently intend to dispose of
any other operating casino resorts. We may dispose of other
long-lived assets, such as undeveloped land or certain corporate
assets, such as airplanes, but no assurance can be given as to
if and when such disposals will occur.
20
REGULATION AND
LICENSING
The gaming industry is highly regulated, and we must maintain
our licenses and pay gaming taxes to continue our operations.
Each of our casinos is subject to extensive regulation under the
laws, rules and regulations of the jurisdiction where it is
located. These laws, rules and regulations generally concern the
responsibility, financial stability and character of the owners,
managers, and persons with financial interest in the gaming
operations. Violations of laws in one jurisdiction could result
in disciplinary action in other jurisdictions.
Our businesses are subject to various federal, state and local
laws and regulations in addition to gaming regulations. These
laws and regulations include, but are not limited to,
restrictions and conditions concerning alcoholic beverages,
environmental matters, employees, currency transactions,
taxation, zoning and building codes, and marketing and
advertising. Such laws and regulations could change or could be
interpreted differently in the future, or new laws and
regulations could be enacted. Material changes, new laws or
regulations, or material differences in interpretations by
courts or governmental authorities could adversely affect our
operating results.
Under the gaming laws of Nevada, Michigan, Mississippi, New
Jersey, Illinois and our certificate of incorporation, holders
of our securities may be required, under certain circumstances,
to dispose of the securities. If the holder refuses to do so, we
may be required to repurchase the security.
Consequently, each holder of notes, by accepting any notes, will
be deemed to have agreed to be bound by the requirements imposed
by the gaming authorities in any jurisdictions we, or any of our
subsidiaries, conduct or propose to conduct gaming activities.
See Description of the Notes Mandatory
Disposition Pursuant to Gaming Laws. In addition, under
the indenture governing the notes, each holder and beneficial
owner of notes, by accepting or otherwise acquiring an interest
in any notes, will be deemed to have agreed to apply for a
license, qualification, or finding of suitability if and to the
extent required by the gaming authorities in any jurisdiction in
which we, or any of our subsidiaries, conduct or propose to
conduct gaming activities. In such an event, if a holder of
notes fails to apply or become licensed or qualified or is found
unsuitable, we shall have the right, at our option:
|
|
|
|
|
to require the holder to dispose of its notes or beneficial
interest therein within 30 days of receiving notice of our
election or such earlier date as may be requested or prescribed
by a gaming authority; or
|
|
|
|
to redeem the notes at a redemption price equal to the lesser of
(1) the holders cost, plus accrued and unpaid
interest, if any, to the earlier of the redemption date and the
date of the finding of unsuitability or failure to comply or
(2) 100% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the earlier of the redemption date
and the date of the finding of unsuitability or failure to
comply, which may be less than 30 days following the notice
of redemption if so requested or prescribed by the gaming
authority.
|
We will not be responsible for any costs or expenses incurred by
any such holder or beneficial owner in connection with its
application for a license, qualification or finding of
suitability.
Under Nevada and Mississippi law, we may not make a public
offering of our securities without the prior approval of the
applicable gaming commission if we intend to use the offering
proceeds to construct, acquire or finance a gaming facility, or
retire or extend existing obligations incurred for such
purposes. On July 28, 2005, the Nevada Gaming Commission
granted us prior approval to make offerings for a period of two
years, subject to certain conditions. The Chairman of the Nevada
Gaming Control Board may rescind this approval for good cause
without prior notice upon the issuance of an interlocutory stop
order. We received a similar three-year approval from the
Mississippi Gaming Commission on May 18, 2006. The exchange
offer will be made pursuant to these approvals. These prior
approvals do not constitute a finding, recommendation or
approval by the Nevada Gaming Commission, the Nevada Gaming
Control Board or the Mississippi Gaming Commission as to the
accuracy or adequacy of this prospectus, or the investment
merits of the notes. Any representation to the contrary is
unlawful.
With respect to the notes, restrictions on the transfer of the
equity securities of the corporate and registered Subsidiaries
of MGM MIRAGE licensed or registered in Nevada, and agreements
not to encumber such equity securities, in each case in respect
of the notes, require the prior approval of the Chairman of the
Nevada Gaming Control Board or Nevada Gaming Commission in order
to be effective. On June 13, 2006, the Chairman of the
Nevada Gaming Control Board approved the restrictions on
transfers and agreements not to encumber the equity securities
of the Nevada licensed or registered Subsidiaries. A waiver of
similar approvals was obtained from the
21
Mississippi Gaming Commission on May 18, 2006, with respect
to restrictions and agreements not to encumber the equity
securities of the corporate Subsidiaries of MGM MIRAGE licensed
in Mississippi.
The Nevada Gaming Commission, the Michigan Gaming Control Board,
the New Jersey Casino Control Commission, the Mississippi Gaming
Commission, and the Illinois Gaming Board, may also, among other
things, limit, condition, suspend or revoke a gaming license or
approval to own the stock or joint venture interests of any of
our operations in such licensing authoritys jurisdiction,
for any cause deemed reasonable by such licensing authority.
Substantial fines or forfeiture of assets for violations of
gaming laws or regulations may be levied against us, such
subsidiaries and joint ventures and the persons involved. The
suspension or revocation of any of our gaming licenses or the
levy on us of substantial fines or forfeiture of assets could
have a material adverse effect on our business.
To date, we have obtained all gaming licenses necessary for the
operation of our gaming activities. Gaming licenses and related
approvals, however, are deemed to be privileges under the laws
of the jurisdictions in which we conduct gaming activities, and
no assurances can be given that any new gaming licenses that may
be required in the future will be granted or that existing
gaming licenses will not be revoked or suspended.
The foregoing is only a summary of the applicable regulatory
requirements. For a more detailed description of the applicable
regulatory requirements, including requirements under gaming
laws and our certificate of incorporation, see Description
of Regulation and Licensing filed as Exhibit 99 to
our Annual Report on
Form 10-K
for the year ended December 31, 2005.
THE
EXCHANGE OFFER
Purpose
and Effect; Registration Rights
We sold the old notes to certain initial purchasers in a private
offering on April 5, 2006. The initial purchasers then
resold the old notes under an offering memorandum dated
March 22, 2006 in reliance on Rule 144A and
Regulation S under the Securities Act. On April 5,
2006, we entered into a registration rights agreement with the
initial purchasers. Under the registration rights agreement, we
agreed to:
|
|
|
|
|
file a registration statement with the SEC relating to the
exchange offer under the Securities Act no later than
120 days after April 5, 2006;
|
|
|
|
use our best efforts to cause the exchange offer registration
statement to be declared effective under the Securities Act on
or before 180 days after April 5, 2006;
|
|
|
|
commence the exchange offer promptly after the exchange offer
registration statement is declared effective by the SEC;
|
|
|
|
keep the exchange offer open for acceptance for at least 20
business days after notice of the exchange offer is mailed to
holders of the old notes;
|
|
|
|
cause the exchange offer to be consummated on or before 30
business days after the exchange offer registration statement is
declared effective by the SEC;
|
|
|
|
use our best efforts to promptly issue new notes in exchange for
all old notes that have been properly and timely tendered for
exchange in the exchange offer; and
|
|
|
|
use our best efforts to keep the exchange offer registration
statement effective until the closing of the exchange offer and
thereafter until we have issued new notes in exchange for all
old notes that have been properly and timely tendered for
exchange in the exchange offer.
|
In the registration rights agreement, we agreed to file a shelf
registration statement if:
|
|
|
|
|
we are not permitted to effect the exchange offer under
applicable law or applicable interpretations of law by the SEC
staff;
|
|
|
|
for any reason, the exchange offer is not consummated within
222 days after April 5, 2006;
|
22
|
|
|
|
|
any holder of old notes notifies us that it (1) is not
entitled to participate in the exchange offer, (2) may not
resell the new notes required by it in the exchange offer to the
public without delivering a prospectus and this prospectus is
not appropriate or available for purposes of these resales or
(3) is a broker-dealer and owns old notes acquired directly
from us or one of our affiliates; or
|
|
|
|
the holders of a majority in aggregate principal amount of the
old notes are not eligible to participate in the exchange offer
and to receive new notes that they may resell to the public
without volume restrictions under the Securities Act and without
similar restrictions under applicable blue sky or state
securities laws.
|
If we are required to file a shelf registration statement, we
must use our best efforts to file the shelf registration
statement relating to the old notes on or before the
60th day after such filing obligation arises and to cause
the shelf registration statement to be declared effective no
later than the 180th day after the obligation to file the
shelf registration statement arises.
If the shelf registration statement is filed, we will use our
best efforts to keep the shelf registration statement
continuously effective, supplemented and amended until the
second anniversary of the effective date of the shelf
registration statement or a shorter period that will terminate
when all the old notes covered by the shelf registration
statement have been sold pursuant to the shelf registration
statement or otherwise cease to be outstanding.
A holder who sells old notes pursuant to the shelf registration
statement generally will be required to be named as a selling
security holder in the prospectus and to deliver a copy of the
prospectus to purchasers. If we are required to file a shelf
registration statement, we will provide to each holder of the
old notes copies of the prospectus that is a part of the shelf
registration statement and notify each such holder when the
shelf registration statement becomes effective. Such holder will
be subject to some of the civil liability provisions under the
Securities Act in connection with these sales and will be bound
by the provisions of the registration rights agreement that are
applicable to such holder (including certain indemnification and
contribution obligations).
The registration rights agreement requires us to pay the holders
of the old notes additional interest if a registration default
exists. A registration default will exist if:
|
|
|
|
|
we fail to file any of the registration statements required by
the registration rights agreement on or prior to the date
specified for such filing;
|
|
|
|
any of such registration statements is not declared effective by
the SEC on or prior to the date specified for such effectiveness;
|
|
|
|
the exchange offer is required to be consummated under the
registration rights agreement and is not consummated within the
agreed upon period;
|
|
|
|
the shelf registration statement is declared effective but
thereafter, during the period for which we are required to
maintain the effectiveness of the shelf registration statement,
it ceases to be effective or usable in connection with the
resale of the new notes covered by the shelf registration
statement; or
|
|
|
|
the exchange offer registration statement is declared effective
but thereafter, during the period (365 days after the
closing of the exchange offer) for which we have agreed to make
this prospectus available to broker-dealers for use in
connection with the resale of new notes, the exchange offer
registration statement ceases to be effective (or we restrict
the use of the prospectus included in the exchange offer
registration statement).
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If a registration default exists, the interest rate of the old
notes will be increased by 0.25% per year for the first
90-day
period following the registration default. The interest rate
will increase by an additional 0.25% per year at the beginning
of each subsequent
90-day
period (or portion thereof) until all registration defaults have
been remedied. The interest rate may not be increased as a
result of registration defaults by more than 1.00% per
year. Following the cure of all registration defaults, the
accrual of additional interest on the old notes will cease and
the interest rate will revert to the original rate.
The exchange offer is intended to satisfy our exchange offer
obligations under the registration rights agreement. The above
summary of the registration rights agreement is not complete and
is subject to, and qualified by reference to, all of the
provisions of the registration rights agreement. A copy of the
registration rights agreement is filed as an exhibit to the
registration statement that includes this prospectus.
23
If you participate in the exchange offer, you will, with limited
exceptions, receive new notes that are freely tradeable and not
subject to restrictions on transfer. You should read this
prospectus under the heading Resales of the
New Notes for more information relating to your ability to
transfer new notes.
The exchange offer is not being made to, nor will we accept
tenders for exchange from, holders of old notes in any
jurisdiction in which the exchange offer or the acceptance of
the exchange offer would not be in compliance with the
securities laws or blue sky laws of such jurisdiction.
Expiration
Date; Extensions
The expiration date of the exchange offer is
[ ],
2006 at 5:00 p.m., New York City time. We may extend the
exchange offer in our sole discretion. If we extend the exchange
offer, the expiration date will be the latest date and time to
which the exchange offer is extended. We will notify the
exchange agent of any extension by oral or written notice and
will make a public announcement of the extension no later than
9:00 a.m., New York City time, on the next business day
after the previously scheduled expiration date.
We expressly reserve the right, in our sole and absolute
discretion:
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to delay accepting any old notes;
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to extend the exchange offer;
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if any of the conditions under Conditions of
the Exchange Offer have not been satisfied, to terminate
the exchange offer; and
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to waive any condition or otherwise amend the terms of the
exchange offer in any manner.
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If the exchange offer is amended in a manner we deem to
constitute a material change, we will promptly disclose the
amendment to the registered holders of the old notes. Any delay
in acceptance, extension, termination or amendment will be
followed promptly by an oral or written notice of the event to
the exchange agent. We will also make a public announcement of
the event. Without limiting the manner in which we may choose to
make any public announcement and subject to applicable law, we
have no obligation to publish, advertise or otherwise
communicate any such public announcement other than by issuing a
release to a national news service.
Terms of
the Exchange Offer
We are offering, upon the terms and subject to the conditions
set forth in this prospectus and in the accompanying letter of
transmittal, to exchange $1,000 in principal amount of new 2013
notes for each $1,000 in principal amount of outstanding old
2013 notes, and $1,000 in principal amount of new 2016 notes for
each $1,000 in principal amount of outstanding old 2016 notes.
We will accept for exchange any and all old notes that are
validly tendered on or before 5:00 p.m., New York City
time, on the expiration date. Tenders of the old notes may be
withdrawn at any time before 5:00 p.m., New York City time,
on the expiration date. The exchange offer is not conditioned
upon any minimum principal amount of old notes being tendered
for exchange. However, the exchange offer is subject to the
terms of the registration rights agreement and the satisfaction
of the conditions described under Conditions
of the Exchange Offer. Old notes may be tendered only in
multiples of $1,000. Holders may tender less than the aggregate
principal amount represented by their old notes if they
appropriately indicate this fact on the letter of transmittal
accompanying the tendered old notes or indicate this fact
pursuant to the procedures for book-entry transfer described
below.
As of the date of this prospectus, $500 million in
aggregate principal amount of the old 2013 notes and
$250 million in aggregate principal amount of the old 2016
notes were outstanding. Solely for reasons of administration, we
have fixed the close of business on
[ ],
2006 as the record date for purposes of determining the persons
to whom this prospectus and the letter of transmittal will be
mailed initially. Only a holder of the old notes (or such
holders legal representative or
attorney-in-fact)
whose ownership is reflected in the records of U.S. Bank
National Association, as registrar, or whose old notes are held
of record by the depositary, may participate in the exchange
offer. There will be no fixed record date for determining the
eligible holders of the old notes who are entitled to
participate in the exchange offer. We believe that, as of the
date of this prospectus, no holder is our affiliate
(as defined in Rule 405 under the Securities Act).
24
We will be deemed to have accepted validly tendered old notes
when, as and if we give oral or written notice of our acceptance
to the exchange agent. The exchange agent will act as agent for
the tendering holders of old notes and for purposes of receiving
the new notes from us. If any tendered old notes are not
accepted for exchange because of an invalid tender or otherwise,
certificates for the unaccepted old notes will be returned,
without expense, to the tendering holder as promptly as
practicable after the expiration date.
Holders of old notes do not have appraisal or dissenters
rights under applicable law or the indenture as a result of the
exchange offer.
Holders who tender their old notes in the exchange offer will
not be required to pay brokerage commissions or fees or, subject
to the instructions in the letter of transmittal, transfer taxes
with respect to the exchange of old notes pursuant to the
exchange offer. We will pay all charges and expenses, other than
transfer taxes in certain circumstances, in connection with the
exchange offer. See Fees and Expenses.
Neither our company nor our board of directors makes any
recommendation to holders of old notes as to whether to tender
any of their old notes pursuant to the exchange offer. In
addition, no one has been authorized to make any such
recommendation. Holders of old notes must make their own
decision whether to participate in the exchange offer and, if
the holder chooses to participate in the exchange offer, the
aggregate principal amount of old notes to tender, after reading
carefully this prospectus and the letter of transmittal and
consulting with their advisors, if any, based on their own
financial position and requirements.
Conditions
of the Exchange Offer
You must tender your old notes in accordance with the
requirements of this prospectus and the letter of transmittal in
order to participate in the exchange offer.
Notwithstanding any other provision of the exchange offer, or
any extension of the exchange offer, we will not be required to
accept for exchange any old notes, and we may terminate or amend
the exchange offer if we are not permitted to effect the
exchange offer under applicable law or any interpretation of
applicable law by the staff of the SEC. If we determine in our
sole discretion that any of these events or conditions has
occurred, we may, subject to applicable law:
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terminate the exchange offer and return all old notes tendered
for exchange; or
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waive any condition or amend the terms of the exchange offer.
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We expect that the above conditions will be satisfied. The above
conditions are for our sole benefit and may be waived by us at
any time in our sole discretion. Our failure at any time to
exercise any of the above rights will not be a waiver of those
rights and each right will be deemed an ongoing right that may
be asserted at any time. Any determination by us concerning the
events described above will be final and binding upon all
parties.
The exchange offer is not conditioned upon any minimum aggregate
principal amount of old notes being tendered in the exchange
offer.
Interest
Each new note will bear interest from the most recent date to
which interest has been paid or duly provided for on the old
note surrendered in exchange for such new note or, if no
interest has been paid or duly provided for on such old note,
from April, 2006. Holders of the old notes whose old notes are
accepted for exchange will not receive accrued interest on their
old notes for any period from and after the last interest
payment date to which interest has been paid or duly provided
for on their old notes prior to the original issue date of the
new notes or, if no such interest has been paid or duly provided
for, will not receive any accrued interest on their old notes,
and will be deemed to have waived the right to receive any
interest on their old notes accrued from and after such interest
payment date or, if no such interest has been paid or duly
provided for, from and after April 5, 2006.
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Procedures
for Tendering Old Notes
The tender of a holders old notes and our acceptance of
old notes will constitute a binding agreement between the
tendering holder and us upon the terms and conditions of this
prospectus and the letter of transmittal. Unless a holder
tenders old notes according to the guaranteed delivery
procedures or the book-entry procedures described below, the
holder must transmit the old notes, together with a properly
completed and executed letter of transmittal and all other
documents required by the letter of transmittal, to the exchange
agent at its address before 5:00 p.m., New York City time,
on the expiration date. The method of delivery of old notes,
letters of transmittal and all other required documents is at
the election and risk of the tendering holder. If delivery is by
mail, we recommend delivery by registered mail, properly
insured, with return receipt requested. Instead of delivery of
mail, we recommend that each holder use an overnight or hand
delivery service. In all cases, sufficient time should be
allowed to assure timely delivery.
Any beneficial owner of the old notes whose old notes are
registered in the name of a broker, dealer, commercial bank,
trust company or other nominee and who wishes to tender old
notes in the exchange offer should contact that registered
holder promptly and instruct that registered holder to tender on
its behalf. If the beneficial owner wishes to tender directly,
it must, prior to completing and executing the letter of
transmittal and tendering old notes, make appropriate
arrangements to register ownership of the old notes in its name
or obtain a properly completed bond power from the registered
holder. Beneficial owners should be aware that the transfer of
registered ownership may take considerable time.
Any financial institution that is a participant in DTCs
Book-Entry Transfer Facility system may make book-entry delivery
of the old notes by causing DTC to transfer the old notes into
the exchange agents account in accordance with DTCs
procedures for such transfer. To be timely, book-entry delivery
of old notes requires receipt of a confirmation of a book-entry
transfer before the expiration date. Although delivery of the
old notes may be effected through book-entry transfer into the
exchange agents account at DTC, the letter of transmittal,
properly completed and executed, with any required signature
guarantees and any other required documents or an agents
message (as described below), must in any case be delivered to
and received by the exchange agent at its address on or before
the expiration date, or the guaranteed delivery procedure set
forth below must be complied with.
DTC has confirmed that the exchange offer is eligible for
DTCs Automated Tender Offer Program. Accordingly,
participants in DTCs Automated Tender Offer Program may,
instead of physically completing and signing the applicable
letter of transmittal and delivering it to the exchange agent,
electronically transmit their acceptance of the exchange offer
by causing DTC to transfer old notes to the exchange agent in
accordance with DTCs Automated Tender Offer Program
procedures for transfer. DTC will then send an agents
message to the exchange agent.
The term agents message means a message
transmitted by DTC, received by the exchange agent and forming
part of the book-entry confirmation, which states:
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that DTC has received an express acknowledgment from a
participant in DTCs Automated Tender Offer Program that is
tendering old notes that are the subject of such book-entry
confirmation;
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that the participant has received and agrees to be bound by the
terms of the applicable letter of transmittal (or in the case of
an agents message relating to guaranteed delivery, that
the participant has received and agrees to be bound by the
applicable notice of guaranteed delivery); and
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that we may enforce such agreement against that participant.
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Each signature on a letter of transmittal or a notice of
withdrawal must be guaranteed unless the old notes are tendered:
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by a registered holder who has not completed the box entitled
Special Delivery Instructions; or
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for the account of an eligible institution (as described below).
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If a signature on a letter of transmittal or a notice of
withdrawal is required to be guaranteed, the signature must be
guaranteed by a participant in a recognized Medallion Signature
Program (a Medallion Signature Guarantor). If the
letter of transmittal is signed by a person other than the
registered holder of the old notes, the old notes
26
surrendered for exchange must be endorsed by the registered
holder, with the signature guaranteed by a Medallion Signature
Guarantor. If any letter of transmittal, endorsement, bond
power, power of attorney or any other document required by the
letter of transmittal is signed by a trustee, executor,
administrator, guardian,
attorney-in-fact,
officer of a corporation or other person acting in a fiduciary
or representative capacity, such person should sign in that
capacity when signing. Such person must submit to us evidence
satisfactory, in our sole discretion, of his or her authority to
so act unless we waive such requirement.
As used in this prospectus with respect to the old notes, a
registered holder is any person in whose name the
old notes are registered on the books of the registrar. An
eligible institution is a firm that is a member of a
registered national securities exchange or of the National
Association of Securities Dealers, Inc., a commercial bank or
trust company having an office or correspondent in the United
States or any other eligible guarantor institution
as such term is defined in
Rule 17Ad-15
under the Exchange Act.
We will determine in our sole discretion all questions as to the
validity, form, eligibility (including time of receipt),
acceptance and withdrawal of old notes tendered for exchange.
Our determination will be final and binding. We reserve the
absolute right to reject old notes not properly tendered and to
reject any old notes if acceptance might, in our judgment or our
counsels judgment, be unlawful. We also reserve the
absolute right to waive any defects or irregularities or
conditions of the exchange offer as to particular old notes at
any time, including the right to waive the ineligibility of any
holder who seeks to tender old notes in the exchange offer.
Our interpretation of the terms and conditions of the exchange
offer, including the letter of transmittal and its instructions,
will be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders of old
notes for exchange must be cured within such period of time as
we determine. Neither our company nor the exchange agent is
under any duty to give notification of defects in such tenders
or will incur any liability for failure to give such
notification. The exchange agent will use reasonable efforts to
give notification of defects or irregularities with respect to
tenders of old notes for exchange but will not incur any
liability for failure to give such notification. Tenders of old
notes will not be deemed to have been made until such
irregularities have been cured or waived.
By tendering, you will represent to us that, among other things:
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you are not our affiliate (as defined in
Rule 405 under the Securities Act);
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you will acquire the new notes in the ordinary course of your
business;
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you are not a broker-dealer that acquired your old notes
directly from us in order to resell them pursuant to
Rule 144A under the Securities Act or any other available
exemption under the Securities Act;
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if you are a broker-dealer that acquired your new notes as a
result of market-making or other trading activities, you will
deliver a prospectus in connection with any resale of new
notes; and
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you are not participating, do not intend to participate and have
no arrangement or understanding with any person to participate
in the distribution of the new notes.
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In connection with a book-entry transfer, each participant will
confirm that it makes the representations and warranties
contained in the letter of transmittal.
Guaranteed
Delivery Procedures
If you wish to tender your old notes and:
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your old notes are not immediately available;
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you are unable to deliver on time your old notes or any other
document that you are required to deliver to the exchange
agent; or
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you cannot complete the procedures for delivery by book-entry
transfer on time;
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you may tender your old notes according to the guaranteed
delivery procedures described in the letter of transmittal.
Those procedures require that:
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tender must be made by or through an eligible institution and a
notice of guaranteed delivery must be signed by the holder;
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on or before the expiration date, the exchange agent must
receive from the holder and the eligible institution a properly
completed and executed notice of guaranteed delivery by mail or
hand delivery setting forth the name and address of the holder,
the certificate or registration number or numbers of the
tendered old notes and the principal amount of tendered old
notes; and
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properly completed and executed documents required by the letter
of transmittal and the tendered old notes in proper form for
transfer or confirmation of a book-entry transfer of such old
notes into the exchange agents account at DTC must be
received by the exchange agent within four business days after
the expiration date of the exchange offer.
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Any holder who wishes to tender old notes pursuant to the
guaranteed delivery procedures must ensure that the exchange
agent receives the notice of guaranteed delivery and letter of
transmittal relating to such old notes before 5:00 p.m.,
New York City time, on the expiration date.
Acceptance
of Old Notes for Exchange; Delivery of New Notes
Upon satisfaction or waiver of all the conditions to the
exchange offer, we will accept old notes that are properly
tendered in the exchange offer prior to 5:00 p.m., New York
City time, on the expiration date. The new notes will be
delivered promptly after acceptance of the old notes. For
purposes of the exchange offer, we will be deemed to have
accepted validly tendered old notes when, as and if we have
given notice to the exchange agent.
Withdrawal
Rights
Tenders of the old notes may be withdrawn by delivery of a
written or facsimile transmission notice to the exchange agent
at its address set forth under The Exchange
Agent; Assistance at any time before 5:00 p.m., New
York City time, on the expiration date. Any such notice of
withdrawal must:
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specify the name of the person having deposited the old notes to
be withdrawn;
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identify the old notes to be withdrawn, including the
certificate number or numbers and principal amount of such old
notes, or, in the case of old notes transferred by book-entry
transfer, the name and number of the account at DTC to be
credited;
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be signed by the holder in the same manner as the original
signature on the letter of transmittal by which old notes were
tendered, including any required signature guarantees, or be
accompanied by a bond power in the name of the person
withdrawing the tender, in satisfactory form as determined by us
in our sole discretion, executed by the registered holder, with
the signature guaranteed by a Medallion Signature Guarantor,
together with the other documents required upon transfer by the
indenture; and
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specify the name in which the old notes are to be re-registered,
if different from the person who deposited the old notes.
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All questions as to the validity, form and eligibility
(including time of receipt) of such notices will be determined
by us, in our sole discretion. Any old notes withdrawn will be
deemed not to have been validly tendered for exchange for
purposes of the exchange offer and will be returned to the
holder without cost as soon as practicable after withdrawal.
Properly withdrawn old notes may be retendered pursuant to the
procedures described under Procedures for
Tendering Old Notes at any time on or before the
expiration date.
The
Exchange Agent; Assistance
U.S. Bank National Association is the exchange agent. All
tendered old notes, executed letters of transmittal and other
related documents should be directed to the exchange agent.
Questions and requests for assistance and
28
requests for additional copies of the prospectus, the letter of
transmittal and other related documents should be addressed to
the exchange agent as follows:
By Regular, Registered or Certified Mail, By Overnight Courier
or By Hand:
U.S. Bank National Association
Attn: Specialized Finance
60 Livingston Avenue
St. Paul, MN
55107-2292
To Confirm by Telephone or for Information:
(800) 934-6802
Fees and
Expenses
We will bear the expenses of soliciting old notes for exchange.
The principal solicitation is being made by mail by the exchange
agent. Additional solicitation may be made by telephone,
facsimile or in person by officers and regular employees of our
company and our affiliates and by persons so engaged by the
exchange agent.
We will pay the exchange agent reasonable and customary fees for
its services and will reimburse the exchange agent for its
reasonable
out-of-pocket
expenses in connection with its services and pay other
registration expenses, including fees and expenses of the
trustee under the indenture, filing fees, blue sky fees and
printing and distribution expenses.
We have not retained any dealer-manager in connection with the
exchange offer and will not make any payments to brokers,
dealers or others soliciting acceptance of the exchange offer.
We will pay all transfer taxes, if any, applicable to the
exchange of old notes pursuant to the exchange offer. If,
however, a transfer tax is imposed for any reason other than the
exchange of old notes pursuant to the exchange offer, then the
amount of those transfer taxes, whether imposed on the
registered holder or any other persons, will be payable by the
tendering holder. If satisfactory evidence of payment of those
taxes or exemption is not submitted with the letter of
transmittal, the amount of those transfer taxes will be billed
directly to such tendering holder.
Consequences
of Not Exchanging Old Notes
As a result of this exchange offer, we will have fulfilled most
of our obligations under the registration rights agreements.
Holders who do not tender their old notes, except for certain
instances involving the initial purchasers or holders of old
notes who are not eligible to participate in the exchange offer
or who do not receive freely transferable new notes pursuant to
the exchange offer, will not have any further registration
rights under the registration rights agreement or otherwise and
will not have rights to receive additional interest.
Accordingly, any holder who does not exchange its old notes for
new notes will continue to hold the untendered old notes and
will be entitled to all the rights and subject to all the
limitations applicable under the indenture by which the old
notes were issued, except to the extent that such rights or
limitations, by their terms, terminate or cease to have further
effectiveness as a result of the exchange offer. Any old notes
that are not exchanged for new notes pursuant to the exchange
offer will remain restricted securities within the meaning of
the Securities Act. In general, such old notes may be resold
only:
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to the company or any of our subsidiaries;
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inside the United States to a qualified institutional
buyer in compliance with Rule 144A under the
Securities Act;
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inside the United States to an institutional accredited
investor (as defined in Rule 501(a)(1), (2),
(3) or (7) under the Securities Act) or an
accredited investor that, prior to such transfer,
furnishes or has furnished on its behalf by a
U.S. broker-dealer to the trustee under the indenture a
signed letter containing certain representations and agreements
relating to the restrictions on transfer of the new notes, the
form of which letter can be obtained from the trustee;
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outside the United States in compliance with Rule 904 under
the Securities Act;
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pursuant to the exemption from registration provided by
Rule 144A under the Securities Act, if available; or
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pursuant to an effective registration statement under the
Securities Act.
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Resales
of the New Notes
We are making the exchange offer in reliance on the position of
the staff of the SEC as set forth in interpretive letters
addressed to third parties in other transactions. However, we
have not sought our own interpretive letter. Although there has
been no indication of any change in the staffs position,
we cannot assure you that the staff of the SEC would make a
similar determination with respect to the exchange offer as it
has in its interpretive letters to third parties. Based on these
interpretations by the staff, and except as provided below, we
believe that new notes may be offered for resale, resold and
otherwise transferred by a holder who participates in the
exchange offer and is not a broker-dealer without further
compliance with the registration and prospectus delivery
provisions of the Securities Act. In order to receive new notes
that are freely tradeable, a holder must acquire the new notes
in the ordinary course of its business and may not participate,
or have any arrangement or understanding with any person to
participate, in the distribution (within the meaning of the
Securities Act) of the new notes. Holders wishing to participate
in the exchange offer must make the representations described in
Procedures for Tendering Old Notes above.
Any holder of old notes:
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who is our affiliate (as defined in Rule 405
under the Securities Act);
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who did not acquire the new notes in the ordinary course of its
business;
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who is a broker-dealer that purchased old notes from us to
resell them pursuant to Rule 144A under the Securities Act
or any other available exemption under the Securities
Act; or
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who intends to participate in the exchange offer for the purpose
of distributing (within the meaning of the Securities Act) new
notes;
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will be subject to separate restrictions. Each holder in any of
the above categories:
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will not be able to rely on the interpretations of the
Securities Act by the staff in the above-mentioned interpretive
letters;
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will not be permitted or entitled to tender old notes in the
exchange offer; and
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must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any sale
or other transfer of old notes, unless such sale is made
pursuant to an exemption from such requirements.
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If you are a broker-dealer, an affiliate of ours, or
have an arrangement or understanding with any person to
participate in, a distribution of the new notes issued in the
exchange offer, you cannot rely on the position of the staff of
the SEC contained in the no-action letters mentioned above and
must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale
transaction, unless an exemption from registration is otherwise
available.
Each broker-dealer that receives new notes for its own account
in exchange for old notes, which the broker-dealer acquired as a
result of market-making activities or other trading activities,
may be deemed an underwriter with in the meaning of
the Securities Act and must, therefore, deliver a prospectus
meeting the requirements of the Securities Act in connection
with any resale of the new notes. Each such broker-dealer that
receives new notes for its own account in exchange for old
notes, where the broker-dealer acquired the old notes as a
result of market-making activities or other trading activities,
must acknowledge, as provided in the letter of transmittal, that
it will deliver a prospectus in connection with any resale of
such new notes. For more detailed information, see Plan of
Distribution.
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In addition, to comply with the securities laws of various
jurisdictions, if applicable, the new notes may not be offered
or sold unless they have been registered or qualified for sale
in the jurisdiction or an exemption from registration or
qualification is available and is complied with. We have agreed,
pursuant to the registration rights agreement and subject to
specified limitations therein, to register or qualify the new
notes for offer or sale under the securities or blue sky laws of
the jurisdictions as any holder of the new notes reasonably
requests.
DESCRIPTION
OF LONG-TERM DEBT
We have available to us a $7.0 billion senior credit
facility, as amended and restated on November 22, 2004 and
effective as of April 25, 2005, consisting of a
$5.5 billion senior revolving credit facility and
$1.5 billion senior term loan facility, in each case,
maturing on April 25, 2010. We are able to reborrow amounts
we have borrowed and subsequently repaid under the revolving
credit facility. The credit facility is available to refinance
our existing debt, to finance capital improvements at our
properties and for working capital, acquisitions, investments in
qualified investments and repurchases of our own common stock.
Interest on the credit facility is based on the bank reference
rate plus an applicable margin ranging from 0.00% to 0.75% or
LIBOR rate plus applicable margin ranging from 0.75% to 1.75%.
In addition to the senior credit facility, we also have
outstanding the following notes issued by us in underwritten
public offerings, with the aggregate principal amounts
outstanding as of the date of this prospectus:
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$710 million of 9.75% senior subordinated notes due
2007;
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$1,050 million of 6% senior notes due 2009;
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$825 million of 8.50% senior notes due 2010;
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$400 million of 8.375% senior subordinated notes due
2011;
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$550 million of 6.75% senior notes due 2012;
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$525 million of 5.875% senior notes due 2014; and
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$875 million of 6.625% senior notes due 2015.
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Furthermore, we have the outstanding $500 million in
aggregate principal amount of 6.75% senior notes due 2013
and $250 million in aggregate principal amount of
6.875% senior notes due 2016, all of which were issued in a
private placement on April 5, 2006 and are the subject of
this exchange offer.
In connection with the acquisition of Mirage Resorts,
Incorporated, all of the outstanding senior notes and debentures
issued by Mirage became our obligations. The Mirage notes and
debentures are in various tranches as follows, with the
aggregate principal amounts outstanding as of the date of this
prospectus:
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$244.5 million of 7.25% senior notes due 2006;
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$200 million of 6.75% senior notes due 2007;
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$180.4 million of 6.75% senior notes due 2008; and
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$100 million of 7.25% senior debentures due 2017.
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In connection with the Merger, all of the outstanding senior
notes and debentures and senior subordinated notes and
debentures issued by Mandalay became our obligations. The
Mandalay notes and debentures are in various tranches as
follows, with the aggregate principal amounts outstanding as of
the date of this prospectus:
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$492.2 million of 10.25% senior subordinated notes due
2007;
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$196.2 million of 9.50% senior notes due 2008;
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$226.3 million of 6.50% senior notes due 2009;
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$297.6 million of 9.375% senior subordinated notes due
2010;
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$132.4 million of 6.375% senior notes due 2011;
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$150 million of 7.625% senior subordinated debentures
due 2013;
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$5.9 million of floating rate convertible senior debentures
due 2033;
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$150 million of 7% debentures due 2036; and
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$4.3 million of 6.7% debentures due 2096.
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We and each of our material subsidiaries (including Mandalay and
Mirage but excluding MGM Grand Detroit, LLC, our foreign
subsidiaries and their U.S. holding companies which have no
other assets or operations, and other subsidiaries expressly
excluded in the applicable indentures or loan documents) are
directly liable for or unconditionally guarantee the credit
facility, the senior notes, the senior subordinated notes, the
Mirage notes, and the Mandalay notes. MGM Grand Detroit, LLC is
a co-borrower under the credit facility and is obligated under
the credit facility only to the extent that the proceeds of
borrowings under such facility are made available to MGM Grand
Detroit, LLC.
Our long-term debt obligations contain certain customary
covenants. We are required under the Credit Facility to maintain
a maximum leverage ratio (as defined in the loan agreement for
the credit facility), a maximum senior leverage ratio (as
defined in the loan agreement for the credit facility) and a
minimum interest coverage ratio (as defined in the loan
agreement for the credit facility).
DESCRIPTION
OF THE NEW NOTES
You can find the definitions of certain terms used in this
description under the subheading Certain
Definitions. In this description, the words MGM
MIRAGE, we, us and our
refer only to the single corporation MGM MIRAGE, a Delaware
corporation, and not to any of its Subsidiaries.
MGM MIRAGE will issue the 6.750% senior notes due
April 1, 2013, which we refer to as the new 2013
notes, and the 6.875% senior notes due April 1,
2016, which we refer to as the new 2016 notes, under
an indenture (the indenture), dated April 5,
2006, among itself, the Subsidiary Guarantors (as defined below)
and U.S. Bank National Association, as trustee (the
Trustee). We refer to the new 2013 notes and the new
2016 notes collectively as the new notes. The
indenture is the same indenture under which the old notes were
issued. The terms of the new notes include those provisions
contained in the indenture and those made part of the indenture
by reference to the Trust Indenture Act of 1939.
The following description is a summary of the material
provisions of the indenture. This summary does not restate the
indenture in its entirety. We urge you to read the indenture
because the indenture, and not this description, defines your
rights as a holder of the new notes. Copies of the indenture may
be obtained from MGM MIRAGE.
Ranking
The new notes will be:
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senior obligations of MGM MIRAGE that will be equal in right of
payment to all other senior Indebtedness of MGM MIRAGE from time
to time outstanding;
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senior in right of payment to the $710 million
9.75% senior subordinated notes due 2007 of MGM MIRAGE and
the $400 million 8.375% senior subordinated notes due 2011
of MGM MIRAGE, together referred to herein as the
Subordinated Notes, and future Indebtedness that may
be subordinated to the notes;
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senior in right of payment to the $492.2 million
10.25% Senior Subordinated Notes due 2007 of Mandalay
Resort Group, the $297.6 million 9.375% Senior
Subordinated Notes due 2010 of Mandalay Resort Group and the
$150 million 7.625% Senior Subordinated Debentures due
2013 of Mandalay Resort Group, (such notes together referred to
herein as the Subordinated Mandalay Notes), in each
case, including the guarantees thereof by MGM MIRAGE;
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guaranteed on a senior basis by each of the Subsidiaries of MGM
MIRAGE other than Excluded Subsidiaries (see
Subsidiary Guarantees below); and
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effectively subordinated to all Indebtedness of Excluded
Subsidiaries.
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As of March 31, 2006, the Excluded Subsidiaries of MGM
MIRAGE had no Indebtedness outstanding (excluding Indebtedness
owed to MGM MIRAGE or any Subsidiary Guarantor).
The indenture does not contain any limitation on the amount of
Indebtedness of MGM MIRAGE or its Subsidiaries, but limits liens
securing Indebtedness of MGM MIRAGE and the Subsidiary
Guarantors to 15% of Consolidated Net Tangible Assets (unless
the new notes are secured equally and ratably with such other
Indebtedness and subject to other customary exceptions; see
Additional Covenants of MGM MIRAGE Limitation
on Liens below).
Except as described under Merger,
Consolidation or Sale of Assets or
Additional Covenants of MGM MIRAGE
below, the indenture does not contain any provisions that would
afford holders of the new notes protection in the event of
(i) a highly leveraged or similar transaction involving MGM
MIRAGE or any of its Subsidiaries, or (ii) a
reorganization, restructuring, merger or similar transaction
involving MGM MIRAGE or any of its Subsidiaries that may
adversely affect the holders of the new notes. In addition,
subject to the limitations set forth under
Merger, Consolidation or Sale of Assets
and Additional Covenants of MGM MIRAGE
below, MGM MIRAGE or any of its Subsidiaries may, in the future,
enter into certain transactions that would increase the amount
of Indebtedness of MGM MIRAGE or its Subsidiaries or
substantially reduce or eliminate the assets of MGM MIRAGE or
its Subsidiaries, which may have an adverse effect on MGM
MIRAGEs ability to service its Indebtedness, including the
new notes.
Principal,
Maturity and Interest
The new 2013 notes will initially be $500 million in
aggregate principal amount and the new 2016 notes will initially
be $250 million in aggregate principal amount. In addition,
we may issue an unlimited amount of additional notes under the
indenture from time to time after this offering. We may create
and issue additional notes with the same terms as the new notes
so that the additional notes will form a single class with the
new notes. MGM MIRAGE will issue the new notes in denominations
of $1,000 and integral multiples of $1,000. The new 2013 notes
will mature on April 1, 2013 and the new 2016 notes will
mature on April 1, 2016.
Interest on the notes will accrue at 6.750% per annum with
respect to the new 2013 notes and 6.875% per annum with
respect to the new 2016 notes. Interest will be payable
semiannually in arrears on April 1 and October 1 of
each year until maturity, beginning October 1, 2006.
Interest on the new notes will accrue from April 5, 2006
or, if interest has already been paid, from the date it was most
recently paid. MGM MIRAGE will make each interest payment to the
holders of record of the new notes on the immediately preceding
March 15 and September 15. Interest will be computed on the
basis of a
360-day year
comprised of twelve
30-day
months.
Subsidiary
Guarantees
MGM MIRAGEs payment Obligations under the new notes will
be jointly and severally guaranteed (the Subsidiary
Guarantees) by each of the Subsidiaries of MGM MIRAGE
other than the Excluded Subsidiaries (the Subsidiary
Guarantors). As of the issue date, the Subsidiary
Guarantors will include, among others, MGM Grand Hotel, LLC
(which owns the MGM Grand Las Vegas), Mirage Resorts,
Incorporated (which indirectly owns, among other properties,
Bellagio and The Mirage), New York-New York Hotel and Casino,
LLC (which owns New York-New York), Treasure Island Corp. (which
owns TI), MGM Grand Detroit, Inc. (which owns 97% of MGM Grand
Detroit, LLC, which in turn owns the MGM Grand Detroit casino),
Beau Rivage Resorts, Inc. (which owns the Beau Rivage resort in
Biloxi, Mississippi), MAC, CORP. (which owns 50% of Marina
District Development Holding Co., LLC, which in turn owns 100%
of Marina District Development Company, LLC, the operator of
Borgata), Mandalay Resort Group (which indirectly owns, among
other properties, Mandalay Bay, Luxor and Excalibur) and Nevada
Landing Partnership (which owns 50% of Grand Victoria). The
Excluded Subsidiaries will include all
non-U.S. Subsidiaries
of MGM MIRAGE and such
non-U.S. Subsidiaries
U.S. holding companies. The Excluded Subsidiaries also
include MGM Grand Detroit, LLC and its Subsidiaries (including
MGM Grand Detroit II, LLC), MGMM Insurance Company, Circus
Circus Finance I, Circus Circus Finance II, Circus
Circus New Jersey, Inc., Go Vegas, Gold Strike Resorts,
Inc., Lakeview Gaming Partnerships Joint Venture, Mandalay
Vacation Resorts, Inc., MBG Insurance, Inc., MGM MIRAGE
Online, LLC, Pine Hills Development II, Revive Partners,
LLC, M3 Nevada Insurance Company and other subsidiaries that may
from time to time become Excluded Subsidiaries under the
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indenture (if, among other conditions, such other subsidiaries
are not guarantors of our other Indebtedness and are not subject
to any covenants in, or liens securing, the Credit Facility or
the Existing Senior Notes). MGM Grand Detroit, LLC is a borrower
under the Credit Facility but its obligations under the Credit
Facility are limited to the amount of the proceeds of borrowings
under the Credit Facility made available to MGM Grand Detroit,
LLC. The Subsidiary Guarantee of each Subsidiary Guarantor will
be (i) senior in right of payment to the guarantees of the
Subordinated Notes by the Subsidiary Guarantor and the
guarantees of the Subordinated Mandalay Notes by the Subsidiary
Guarantor and future Indebtedness of the Subsidiary Guarantor
that may be subordinated to the new notes and (ii) equal or
senior in right of payment with all other existing and future
Indebtedness of the Subsidiary Guarantor. The obligations of
each Subsidiary Guarantor under its Subsidiary Guarantee will be
limited so as not to constitute a fraudulent conveyance under
applicable law.
In addition to the Subsidiary Guarantors named in the indenture,
the indenture will provide that, except for Excluded
Subsidiaries, any existing or future Subsidiary of MGM MIRAGE
shall become a Subsidiary Guarantor if such Subsidiary incurs
any Indebtedness or if and for so long as such Subsidiary
provides a guarantee in respect of Indebtedness of MGM MIRAGE.
No Subsidiary Guarantor will be permitted to consolidate with or
merge with or into (whether or not such Subsidiary Guarantor is
the surviving Person) another corporation or other Person,
whether or not affiliated with such Subsidiary Guarantor unless:
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subject to the provisions of the following paragraph, the Person
formed by or surviving any such consolidation or merger (if
other than such Subsidiary Guarantor) assumes all the
obligations of such Subsidiary Guarantor under the Subsidiary
Guarantee and the indenture pursuant to a supplemental indenture
in form and substance reasonably satisfactory to the
trustee; and
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immediately after giving effect to such transaction, no Default
or Event of Default exists.
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The indenture will provide that in the event of (a) a sale
or other disposition of all of the assets of any Subsidiary
Guarantor, by way of merger, consolidation or otherwise or
(b) a sale or other disposition of all of the capital stock
of any Subsidiary Guarantor, then the Subsidiary Guarantor (in
the event of a sale or other disposition, by way of such a
merger, consolidation or otherwise, of all of the capital stock
of such Subsidiary Guarantor) or the corporation acquiring the
property (in the event of a sale or other disposition of all of
the assets of the Subsidiary Guarantor) will be released and
relieved of any obligations under its Subsidiary Guarantee,
except in the event of a sale or other disposition to MGM
MIRAGE, any other Subsidiary Guarantor or any Affiliate thereof.
Optional
Redemption
The new notes are redeemable at our election, in whole or in
part at any time at a redemption price equal to the greater of:
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100% of the principal amount of the new notes then
outstanding; or
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as determined by an Independent Investment Banker, the sum of
the present values of the remaining scheduled payments of
principal and interest on the new notes to be redeemed (not
including any portion of such payments of interest accrued to
the date of redemption) discounted to the redemption date on a
semiannual basis (assuming a
360-day year
consisting of twelve
30-day
months) at the Adjusted Treasury Rate, plus 50 basis points,
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plus, in either of the above cases, accrued and unpaid interest
to the date of redemption on the new notes to be redeemed.
Adjusted Treasury Rate means, with respect to
any redemption date:
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the yield, under the heading which represents the average for
the immediately preceding week, appearing in the most recently
published statistical release designated H.15(519)
or any successor publication which is published weekly by the
Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury
securities adjusted to constant maturity under the caption
Treasury Constant Maturities, for the maturity
corresponding to the Comparable Treasury Issue (if no maturity
is
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within three months before or after the Remaining Life (as
defined below), yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue shall be
determined and the Adjusted Treasury Rate shall be interpolated
or extrapolated from such yields on a straight line basis,
rounding to the nearest month); or
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if such release (or any successor release) is not published
during the week preceding the calculation date or does not
contain such yields, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.
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The Adjusted Treasury Rate shall be calculated on the third
Business Day preceding the redemption date.
Comparable Treasury Issue means the United
States Treasury security selected by an Independent Investment
Banker as having a maturity comparable to the remaining term of
the notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such securities
(Remaining Life).
Comparable Treasury Price means (1) the
average of four Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest
Reference Treasury Dealer Quotations, or (2) if the
Independent Investment Banker obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such
quotations.
Independent Investment Banker means one of
the Reference Treasury Dealers appointed by us.
Reference Treasury Dealer means any primary
U.S. Government securities dealer in New York City selected
by us.
Reference Treasury Dealer Quotations means,
with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Independent
Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the
Independent Investment Banker at 5:00 p.m., New York City
time, on the third Business Day preceding such redemption date.
We will mail a notice of redemption at least 30 days but
not more than 60 days before the redemption date to each
holder of new notes to be redeemed. If we elect to partially
redeem the new notes, the trustee will select in a fair and
appropriate manner the new notes to be redeemed.
Unless we default in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the
new notes or portion thereof called for redemption.
Mandatory
Redemption
MGM MIRAGE will not be required to make any mandatory redemption
or sinking fund payments in respect of the new notes.
Mandatory
Disposition Pursuant to Gaming Laws
Each holder, by accepting a new note, shall be deemed to have
agreed that if the gaming authority of any jurisdiction in which
MGM MIRAGE or any of its Subsidiaries conducts or proposes to
conduct gaming requires that a person who is a holder or the
beneficial owner of notes be licensed, qualified or found
suitable under applicable gaming laws, such holder or beneficial
owner, as the case may be, shall apply for a license,
qualification or a finding of suitability within the required
time period. If such Person fails to apply or become licensed or
qualified or is found unsuitable, MGM MIRAGE shall have the
right, at its option:
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to require such Person to dispose of its new notes or beneficial
interest therein within 30 days of receipt of notice of MGM
MIRAGEs election or such earlier date as may be requested
or prescribed by such gaming authority; or
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to redeem such new notes, which redemption may be less than
30 days following the notice of redemption if so requested
or prescribed by the applicable gaming authority, at a
redemption price equal to:
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(1) the lesser of:
(a) the Persons cost, plus accrued and unpaid
interest, if any, to the earlier of the redemption date or the
date of the finding of unsuitability or failure to
comply; and
(b) 100% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the earlier of the redemption date
or the date of the finding of unsuitability or failure to
comply; or
(2) such other amount as may be required by applicable law
or order of the applicable gaming authority.
MGM MIRAGE shall notify the trustee in writing of any such
disqualified holder status or redemption as soon as practicable.
MGM MIRAGE shall not be responsible for any costs or expenses
any holder of MGM MIRAGE notes may incur in connection with its
application for a license, qualification or a finding of
suitability.
Additional
Covenants of MGM MIRAGE
Limitation
on Liens
Other than as provided below under Exempted
Liens and Sale and Lease-Back Transactions, neither MGM
MIRAGE nor any of the Subsidiary Guarantors may issue, assume or
guarantee any Indebtedness secured by a Lien upon any Principal
Property or on any evidences of Indebtedness or shares of
capital stock of, or other ownership interests in, any
Subsidiaries (regardless of whether the Principal Property,
Indebtedness, capital stock or ownership interests were acquired
before or after the date of the indenture) without effectively
providing that the new notes shall be secured equally and
ratably with (or prior to) such Indebtedness so long as such
Indebtedness shall be so secured, except that this restriction
will not apply to:
(a) Liens existing on April 5, 2006;
(b) Liens affecting property of a corporation or other
entity existing at the time it becomes a Subsidiary Guarantor or
at the time it is merged into or consolidated with MGM MIRAGE or
a Subsidiary Guarantor (provided that such Liens are not
incurred in connection with, or in contemplation of, such entity
becoming a Subsidiary Guarantor or such merger or consolidation
and do not extend to or cover property of MGM MIRAGE or any
Subsidiary Guarantor other than property of the entity so
acquired or which becomes a Subsidiary Guarantor);
(c) Liens (including purchase money Liens) existing at the
time of acquisition thereof on property acquired after the date
hereof or to secure Indebtedness Incurred prior to, at the time
of, or within 24 months after the acquisition for the
purpose of financing all or part of the purchase price of
property acquired after the date hereof (provided that such
Liens do not extend to or cover any property of MGM MIRAGE or
any Subsidiary Guarantor other than the property so acquired);
(d) Liens on any property to secure all or part of the cost
of improvements or construction thereon or Indebtedness Incurred
to provide funds for such purpose in a principal amount not
exceeding the cost of such improvements or construction;
(e) Liens which secure Indebtedness of a Subsidiary of MGM
MIRAGE to MGM MIRAGE or to a Subsidiary Guarantor or which
secure Indebtedness of MGM MIRAGE to a Subsidiary Guarantor;
(f) Liens on the stock, partnership or other equity
interest of MGM MIRAGE or Subsidiary Guarantor in any Joint
Venture or any Subsidiary that owns an equity interest in such
Joint Venture to secure Indebtedness, provided the amount of
such Indebtedness is contributed
and/or
advanced solely to such Joint Venture;
(g) Liens to government entities, including pollution
control or industrial revenue bond financing;
(h) Liens required by any contract or statute in order to
permit MGM MIRAGE or a Subsidiary of MGM MIRAGE to perform any
contract or subcontract made by it with or at the request of a
governmental entity;
(i) mechanics, materialmans, carriers or
other like Liens, arising in the ordinary course of business;
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(j) Liens for taxes or assessments and similar charges;
(k) zoning restrictions, easements, licenses, covenants,
reservations, restrictions on the use of real property and
certain other minor irregularities of title; and
(l) any extension, renewal, replacement or refinancing of
any Indebtedness secured by a Lien permitted by any of the
foregoing clauses (a) through (f).
Notwithstanding the foregoing,
(a) if any of the Existing Senior Notes are hereafter
secured by any Liens on any of the assets of MGM MIRAGE or any
Subsidiary Guarantor, then MGM MIRAGE and each Subsidiary
Guarantor shall, substantially concurrently with the granting of
any such Liens, subject to all necessary gaming regulatory
approvals, grant perfected Liens in the same collateral to
secure the new notes, equally, ratably and on a pari passu
basis. The Liens granted pursuant to this provision shall be
(i) granted concurrently with the granting of any such
Liens, and (ii) granted pursuant to instruments, documents
and agreements which are no less favorable to the trustee and
the holders of the new notes than those granted to secure the
Existing Senior Notes. In connection with the granting of any
such Liens, MGM MIRAGE and each Subsidiary Guarantor shall
provide to the trustee (y) policies of title insurance on
customary terms and conditions, to the extent that policies of
title insurance on the corresponding property are provided to
the holders of the Existing Senior Notes or their trustee (and
in an insured amount that bears the same proportion to the
principal amount of the outstanding notes as the insured amount
in the policies provided to the holders of the Existing Senior
Notes bears to the aggregate outstanding amount thereof), and
(z) legal opinions and other assurances as the trustee may
reasonably request; and
(b) if MGM MIRAGE and the Subsidiary Guarantors become
entitled to the release of any of such equal, ratable and pari
passu Liens securing the Existing Senior Notes and guarantees
related thereto (and any other notes or guarantees issued after
the date of issuance of the notes), and provided that no default
or event of default has then occurred and remains continuing,
MGM MIRAGE and the Subsidiary Guarantors may in their sole
discretion request that the collateral agent release any such
Liens securing the new notes and the Existing Senior Notes, and
in such circumstances the collateral agent shall so release such
Liens.
Limitation
on Sale and Lease-Back Transactions
Other than as provided below under Exempted
Liens and Sale and Lease-Back Transactions, neither MGM
MIRAGE nor any Subsidiary Guarantor will enter into any Sale and
Lease-Back Transaction unless either:
(i) MGM MIRAGE or such Subsidiary Guarantor would be
entitled, pursuant to the provisions described in
clauses (a) through (l) under
Limitation on Liens above, to create,
assume or suffer to exist a Lien on the property to be leased
without equally and ratably securing the new notes; or
(ii) an amount equal to the greater of the net cash
proceeds of such sale or the fair market value of such property
(in the good faith opinion of MGM MIRAGEs board of
directors) is applied within 120 days to the retirement or
other discharge of its Funded Debt.
Exempted
Liens and Sale and Lease-Back Transactions
Notwithstanding the restrictions set forth in
Limitation on Liens and
Limitation on Sale and Lease-Back
Transactions above, MGM MIRAGE or any Subsidiary Guarantor
may enter into Sale and Lease-Back Transactions not otherwise
permitted as described above, provided that at the time of such
event, and after giving effect thereto, the sum of outstanding
Indebtedness secured by such Liens (not including Liens
permitted under Limitation on Liens
above) plus all Attributable Debt in respect of such Sale and
Lease-Back Transactions entered into (not including Sale and
Lease-Back Transactions permitted under
Limitation on Sale and Lease-Back
Transactions above), measured, in each case, at the time
any such Lien is incurred or any such Sale and Lease-Back
Transaction is entered into, by MGM MIRAGE and the Subsidiary
Guarantors does not exceed 15% of Consolidated Net Tangible
Assets, provided that the foregoing shall not apply to any Liens
that may at any time secure any of the Existing Senior Notes.
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Merger,
Consolidation or Sale of Assets
Our indenture does not allow us to consolidate or merge with or
into, or sell, assign, convey, transfer or lease our properties
and assets, substantially in their entirety, as computed on a
consolidated basis, to another corporation, person or entity
unless:
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either we are the surviving person, in the case of a merger or
consolidation, or the successor or transferee is a corporation
organized under the laws of the United States, or any state
thereof or the District of Columbia and the successor or
transferee corporation expressly assumes, by supplemental
indenture, all of our obligations under the indenture, including
under the notes; and
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no default or event of default exists immediately after such
transaction.
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Additional
Subsidiary Guarantees
In addition to the Subsidiary Guarantors named in the indenture
on the closing date, the indenture will provide that any
existing or future Subsidiary of MGM MIRAGE (other than an
Excluded Subsidiary) shall become a Subsidiary Guarantor, on a
senior basis, of MGM MIRAGEs payment Obligations under the
new notes and the indenture, if such Subsidiary incurs any
Indebtedness or if and for so long as such Subsidiary provides a
guarantee in respect of any Indebtedness of MGM MIRAGE.
Events of
Default
Events of default means any of the following:
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default in the payment of any interest upon any new notes when
it becomes due and payable, and continuance of such default for
a period of 30 days;
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default in the payment of principal of or premium, if any, on
any new notes when due;
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the acceleration of the maturity of any Indebtedness of MGM
MIRAGE or any Subsidiary Guarantor (other than Non-recourse
Indebtedness), at any one time, in an amount in excess of the
greater of (a) $25 million and (b) 5% of
Consolidated Net Tangible Assets, if such acceleration is not
annulled within 30 days after written notice as provided in
the indenture;
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entry of final judgments against MGM MIRAGE or any Subsidiary
Guarantor which remain undischarged for a period of
60 days, provided that the aggregate of all such judgments
exceeds $25 million and judgments exceeding
$25 million remain undischarged for 60 days after
notice as provided in the indenture;
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default in the performance, or breach, of any covenants or
warranties in the indenture if the default continues uncured for
a period of 60 days after written notice to us by the
trustee or to us and the trustee by the holders of at least 25%
in principal amount of the outstanding notes (including new
notes and old notes as a group) as provided in the
indenture; and
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certain events of bankruptcy, insolvency or reorganization.
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If an event of default occurs and continues, then the trustee or
the holders of not less than 25% in principal amount of the
outstanding notes (including new notes and old notes as a group)
may, by a notice in writing to us, and to the trustee if given
by the holders, declare to be due and payable immediately the
principal of the outstanding notes.
At any time after a declaration of acceleration with respect to
old notes or new notes has been made, but before a judgment or
decree for payment of the money due has been obtained by the
trustee, the holders of a majority in principal amount of the
outstanding notes (including new notes and old notes as a group)
may, subject to our having paid or deposited with the trustee a
sum sufficient to pay overdue interest and principal which has
become due other than by acceleration and certain other
conditions, rescind and annul such acceleration if all events of
default, other than the non-payment of accelerated principal and
premium, if any, with respect to the old notes or new notes,
have been cured or waived as provided in the indenture. For
information as to waiver of defaults see the discussion set
forth below under Modification and Waiver.
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The indenture provides that the trustee is not obligated to
exercise any of its rights or powers under the indenture at the
request of any holder of new notes, unless the trustee receives
indemnity satisfactory to it against any loss, liability or
expense. Subject to certain rights of the trustee and applicable
law, the holders of a majority in principal amount of the
outstanding notes (including new notes and old notes as a group)
shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the
trustee or exercising any trust or power conferred on the
trustee with respect to such notes.
No holder of any new notes will have any right to institute any
proceeding, judicial or otherwise with respect to the indenture
or for the appointment of a receiver or trustee, or for any
remedy under the indenture, unless such holder shall have
previously given to the trustee written notice of a continuing
event of default with respect to the new notes and the holders
of at least 25% in principal amount of the outstanding notes
(including new notes and old notes as a group) shall have made
written request and offered reasonable indemnity to the trustee
to institute such proceeding as trustee, and the trustee shall
not have received from the holders of a majority in principal
amount of the outstanding notes (including new notes and old
notes as a group) direction inconsistent with such request and
shall have failed to institute such proceeding within
60 days. However, the holder of any new notes will have an
absolute and unconditional right to receive payment of the
principal of, premium, if any, and any interest on such new
notes on or after the due dates expressed in such new notes and
to institute suit for the enforcement of any such payment.
We are required by the indenture, within 120 days after the
end of each fiscal year, to furnish to the trustee a statement
as to compliance with the indenture. The indenture provides that
the trustee may withhold notice to the holders of notes of any
default or event of default (except a default in payment on new
notes) with respect to new notes if and so long as a committee
of its trust officers, in good faith, determines that
withholding such notice is in the interest of the holders of new
notes.
Modification
and Waiver
We and the trustee, at any time and from time to time, may
modify the indenture without prior notice to or consent of any
holder of the notes for any of the following purposes:
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to permit a successor corporation to assume our covenants and
obligations under the indenture and in the notes in accordance
with the terms of the indenture;
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to add to our covenants for the benefit of the holders of the
new notes;
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to surrender any of our rights or powers conferred in the
indenture;
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to add any additional events of default;
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to supplement any of the provisions of the indenture to the
extent needed to permit or facilitate the defeasance and
discharge of the new notes in a manner that will not adversely
affect the interests of the holders of the new notes in any
material respect;
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to provide for the acceptance of appointment by a successor
trustee and to add to or change any of the provisions of the
indenture as is necessary to provide for the administration of
the trust by more than one trustee;
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to comply with the requirements of the SEC in connection with
qualification of the indenture under the Trust Indenture Act;
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to cure any ambiguity;
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to correct or supplement any provision in the indenture which
may be defective or inconsistent with any other provision in the
indenture;
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to eliminate any conflict between the terms of the indenture and
the new notes and the Trust Indenture Act; or
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to make any other provisions with respect to matters or
questions arising under the indenture which will not be
inconsistent with any provision of the indenture as long as the
new provisions do not adversely affect in any material respect
the interests of the holders of the new notes.
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We may also modify the indenture for any other purpose if we
receive the written consent of the holders of not less than a
majority in principal amount of the outstanding notes (including
the new notes and old notes as a group). However, we may not,
without the consent of the holder of each note effected thereby:
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change the stated maturity or reduce the principal amount or the
rate of interest, or extend the time for payment of interest of
the new notes or any premium payable upon the redemption of the
new notes, or impair the right to institute suit for the
enforcement of any payment on or after the due date thereof
(including, in the case of redemption, on or after the
redemption date), or alter any redemption provisions in a manner
adverse to the holders of the new notes or release any
Subsidiary Guarantor under any Subsidiary Guarantee (except in
accordance with the terms of the Indenture or the Subsidiary
Guarantee) or collateral, if any, securing the new notes (except
in accordance with the terms of the Indenture or the documents
governing such collateral, if any);
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reduce the percentage in principal amount of the new notes where
the consent of the holder is required for any such amendment,
supplemental indenture or waiver which is provided for in the
indenture; or
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modify any of the waiver provisions, except to increase any
required percentage or to provide that certain other provisions
of the indenture cannot be modified or waived without the
consent of the holder of each outstanding new note which would
be affected.
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The indenture provides that the holders of not less than a
majority in aggregate principal amount of the notes (including
the new notes and old notes as a group), by notice to the
trustee, may on behalf of the holders of the notes waive any
default and its consequences under the indenture, except
(1) a continuing default in the payment of interest on,
premium, if any, or the principal of, any note held by a
nonconsenting holder or (2) a default in respect of a
covenant or provision hereof which cannot be modified or amended
without the consent of the holder of each new note.
Defeasance
of Notes or Certain Covenants in Certain Circumstances
Defeasance and Discharge. The indenture
provides that we may be discharged from any and all obligations
under the new notes other than:
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certain obligations to pay additional amounts, if any, upon the
occurrence of certain tax, assessment or governmental charge
events regarding payments on the new notes;
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to register the transfer or exchange of the new notes;
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to replace stolen, lost or mutilated new notes; or
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to maintain paying agencies and to hold money for payment in
trust.
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We may only defease and discharge all of our obligations under
the new notes if:
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we irrevocably deposit with the trustee, in trust, the amount,
as certified by an officers certificate, of money
and/or
U.S. government obligations that, through the payment of
interest and principal in respect thereof in accordance with
their terms, will be sufficient to pay and discharge each
installment of principal and premium, if any and any interest
on, and any mandatory sinking fund payments in respect of, the
new notes on the dates such payments are due; and
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we deliver to the trustee an opinion of counsel or a ruling from
the United States Internal Revenue Service, in either case to
the effect that holders of the new notes will not recognize
income, gain or loss for United States federal income tax
purposes as a result of such deposit, defeasance and discharge.
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Defeasance of Certain Covenants. Upon
compliance with certain conditions, we may omit to comply with
certain restrictive covenants contained in the indenture. Any
omission to comply with our obligations or covenants shall not
constitute a default or event of default with respect to any new
notes. In that event, you would lose the
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protection of these covenants, but would gain the protection of
having money
and/or
U.S. government obligations set aside in trust to repay the
new notes. We may only defease any covenants if, among other
requirements:
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we deposit with the trustee money
and/or
U.S. government obligations that, through the payment of
interest and principal in respect to such obligations, in
accordance with their terms, will provide money in an amount, as
certified by an officers certificate, sufficient to pay
principal, premium, if any, and any interest on and any
mandatory sinking fund payments in respect of the new notes on
the dates such payments are due; and
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we deliver to the trustee an opinion of counsel or a ruling from
the United States Internal Revenue Service to the effect that
the holders of the new notes will not recognize income, gain or
loss, for United States federal income tax purposes, as a result
of the covenant defeasance.
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Limited
Liability of Certain Persons
The indenture provides that none of our past, present or future
stockholders, incorporators, employees, officers or directors,
or of any successor corporation or any of our affiliates shall
have any personal liability in respect of our obligations under
the indenture or the new notes by reason of his, her or its
status as such stockholder, incorporator, employee, officer or
director.
Gaming
Approvals
Restrictions on the transfer of the equity securities of the
corporate
and/or
registered Subsidiaries of MGM MIRAGE licensed
and/or
registered in Nevada, and agreements not to encumber such equity
securities, in each case in respect of the new notes, require
the prior approval of the Chairman of the Nevada Gaming Control
Board or of the Nevada Gaming Commission in order to be
effective. On June 13, 2006, the Chairman of the Nevada
Gaming Control Board approved the restrictions on transfers and
agreements not to encumber the equity securities of the Nevada
licensed or registered Subsidiaries. A waiver of similar
approvals was obtained from the Mississippi Gaming Commission on
May 18, 2006, with respect to the restrictions and
agreements not to encumber the equity securities of the
corporate Subsidiaries of MGM MIRAGE licensed in Mississippi.
See Regulation and Licensing.
Compliance
with Gaming Laws
Each holder of a new note, by accepting any new note, agrees to
be bound by the requirements imposed on holders of debt
securities of MGM MIRAGE by the gaming authority of any
jurisdiction in which MGM MIRAGE or any of its Subsidiaries
conducts or proposes to conduct gaming activities. For a
description of the regulatory requirements applicable to MGM
MIRAGE, see Regulation and Licensing herein.
Reports
So long as any new notes are outstanding, MGM MIRAGE will file
with the trustee under the indenture the supplementary and
periodic information, documents and reports which may be
required pursuant to Section 13 or Section 15(d) of
the Exchange Act with respect to securities listed and
registered on a national securities exchange as such rules and
regulations may require.
Concerning
the Trustee
If the trustee becomes a creditor of MGM MIRAGE, the indenture
limits its right to obtain payment of claims in certain cases,
or to realize on certain property received in respect of any
such claim as security or otherwise. The trustee will be
permitted to engage in other transactions; however, if it
acquires any conflicting interest it must eliminate such
conflict within 90 days, apply to the SEC for permission to
continue or resign.
The holders of a majority in aggregate principal amount of the
then outstanding notes will have the right to direct the time,
method and place of conducting any proceeding for exercising any
remedy available to the trustee, subject to certain exceptions.
The indenture provides that in case an Event of Default shall
occur and be continuing, the trustee will be required, in the
exercise of its power, to use the degree of care of a prudent
man in the conduct of his own affairs. Subject to such
provisions, the trustee will be under no obligation to exercise
any of its rights or
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powers under the indenture at the request of any holder of such
notes, unless such holder shall have offered to the trustee
security and indemnity satisfactory to it against any loss,
liability or expense.
Book-Entry;
Delivery and Form
The new notes sold within the United States will initially be
issued in the form of one or more global notes. The global notes
will be deposited with, or on behalf of, The Depository Trust
Company (DTC) and registered in the name of DTC or
its nominee, which will be the global notes holder. Except as
set forth below, the global notes may be transferred, in whole
and not in part, only to DTC or another nominee of DTC.
Investors may hold their beneficial interests in the global
notes directly through DTC if they are participating
organizations or participants in such system or
indirectly through organizations that are participants in such
system.
Depository
Procedures
DTC has advised MGM MIRAGE that DTC is a limited-purpose trust
company that was created to hold securities for its participants
and to facilitate the clearance and settlement of transactions
in such securities between participants through electronic
book-entry changes in accounts of its participants. The
participants include securities brokers and dealers, banks and
trust companies, clearing corporations and certain other
organizations. Access to DTCs system is also available to
other entities such as banks, brokers, dealers and trust
companies, which we refer to as indirect
participants, that clear through or maintain a custodial
relationship with a participant, either directly or indirectly.
Persons who are not participants may beneficially own securities
held by or on behalf of DTC only through the participants or the
indirect participants.
MGM MIRAGE expects that pursuant to procedures established by
DTC:
(i) upon deposit of the global notes, DTC will credit the
accounts of participants designated by the initial purchasers
with portions of the principal amount of the global
notes; and
(ii) ownership of the new notes evidenced by the global
notes will be shown on, and the transfer of ownership thereof
will be effected only through, records maintained by DTC (with
respect to the interests of the participants), the participants
and the indirect participants.
Prospective purchasers are advised that the laws of some states
require that certain persons take physical delivery in
definitive form of securities that they own. Consequently, the
ability to transfer new notes evidenced by the global notes will
be limited to such extent.
So long as the global notes holder is the registered owner of
any new notes, the global notes holder will be considered the
sole holder under the indenture of any new notes evidenced by
the global notes. Beneficial owners of new notes evidenced by
the global notes will not be considered the owners or holders
thereof under the indenture for any purpose, including with
respect to the giving of any directions, instructions or
approvals to the trustee thereunder. Neither MGM MIRAGE nor the
trustee will have any responsibility or liability for any aspect
of the records of DTC or for maintaining, supervising or
reviewing any records of DTC relating to the new notes.
Payments in respect of the principal of, premium, if any, and
interest on any new notes registered in the name of the global
notes holder on the applicable record date will be payable by
the trustee to or at the direction of the global notes holder in
its capacity as the registered holder under the indenture. Under
the terms of the indenture, MGM MIRAGE and the trustee may treat
the persons in whose names new notes, including the global
notes, are registered as the owners thereof for the purpose of
receiving such payments. Consequently, neither MGM MIRAGE nor
the trustee has or will have any responsibility or liability for
the payment of such amounts to beneficial owners of new notes.
MGM MIRAGE believes, however, that it is currently the policy of
DTC to immediately credit the accounts of the relevant
participants with such payments, in amounts proportionate to
their respective holdings of beneficial interests in the
relevant security as shown on the records of DTC. Payments by
the participants and the indirect participants to the beneficial
owners of new notes will be governed by standing instructions
and customary practice and will be the responsibility of the
participants or the indirect participants.
Investors may elect to hold their interests in the global notes
outside the United States through the accounts maintained by
Clearstream or Euroclear in DTC if they are participants in
those systems, or indirectly through
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organizations which are participants in those systems.
Clearstream and Euroclear will hold interests on behalf of their
participants through customers securities accounts in
Clearstreams and Euroclears names on the books of
their respective depositaries which in turn will hold such
positions in customers accounts in the names of the
nominees of the depositaries on the books of DTC. All securities
in Clearstream or Euroclear are held on a fungible basis without
attribution of specific certificates to specific securities
clearance accounts. Cross-market transfers between persons
holding directly or indirectly through DTC participants on the
one hand and Clearstream customers or Euroclear participants, on
the other, will be effected in DTC in accordance with DTCs
rules on behalf of the relevant European international clearing
system by the U.S. depositary for the system; however,
those cross-market transactions will require delivery by the
counterparty in the relevant European international clearing
system of instructions to that system in accordance with its
rules and procedures and within its established deadlines
(European time). The relevant European international clearing
system will, if the transaction meets its settlement
requirements, deliver instructions to the U.S. depositary
for that system to take action to effect final settlement on its
behalf by delivering or receiving interests in the global notes
in DTC, and making or receiving payment in accordance with
normal procedures for same-day funds settlement applicable to
DTC. Clearstream customers and Euroclear participants may not
deliver instructions directly to DTC. Because of the time-zone
differences, credits of interests in the global notes received
in Clearstream or Euroclear as a result of a transaction with a
DTC participant will be made during subsequent securities
settlement processing and will be credited the business day
following the DTC settlement date. Those credits or any
transactions in the global notes settled during that processing
will be reported to the relevant Clearstream customers or
Euroclear participants on that business day. Cash received in
Clearstream or Euroclear as a result of sales of interests in
global notes by or through a Clearstream customer or a Euroclear
participant to a DTC participant will be received with value on
the DTC settlement date but will be available in the relevant
Clearstream or Euroclear cash account only as of the business
day following the settlement in DTC.
The information in this section concerning DTC and its
book-entry system and concerning Clearstream and Euroclear and
the European clearing system has been obtained from sources that
we believe to be reliable, but we do not take responsibility for
its accuracy.
Certificated
Securities
Subject to certain conditions, any person having a beneficial
interest in a global note may, upon request to the trustee,
exchange such beneficial interest for new notes in the form of
certificated securities. Upon any such issuance, the trustee is
required to register such certificated securities in the name
of, and cause the same to be delivered to, such person or
persons (or the nominee of any thereof). In addition, if:
(i) MGM MIRAGE notifies the trustee in writing that DTC is
no longer willing or able to act as a depositary and MGM MIRAGE
is unable to locate a qualified successor within
90 days; or
(ii) MGM MIRAGE, at its option, notifies the trustee in
writing that it elects to cause the issuance of new notes in the
form of certificated securities under the indenture, then, upon
surrender by the global notes holder of its global notes, new
notes in such form will be issued to each person that the global
notes holder and DTC identify as being the beneficial owner of
the related new notes.
Neither MGM MIRAGE nor the trustee will be liable for any delay
by the global notes holder or DTC in identifying the beneficial
owners of new notes and MGM MIRAGE and the trustee may
conclusively rely on, and will be protected in relying on,
instructions from the global notes holder or DTC for all
purposes.
Paying
Agent and Registrar for the New Notes
The trustee will initially act as paying agent and registrar for
the new notes. MGM MIRAGE may change the paying agent or
registrar without prior notice to the holders of the new notes,
and MGM MIRAGE or any of its Subsidiaries may act as paying
agent or registrar.
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Transfer
and Exchange
A holder may transfer or exchange new notes in accordance with
the indenture. The registrar and the trustee may require a
holder, among other things, to furnish appropriate endorsements
and transfer documents and MGM MIRAGE may require a holder to
pay any taxes and fees required by law or permitted by the
indenture. MGM MIRAGE is not required to transfer or exchange
any note selected for redemption. Also, MGM MIRAGE is not
required to transfer or exchange any note for a period of
15 days before a selection of new notes to be redeemed.
The registered holder of a new note will be treated as the owner
of it for all purposes.
Certain
Definitions
Set forth below are certain defined terms used in the indenture.
Reference is made to the indenture for a full disclosure of all
such terms, as well as any other capitalized terms used herein
for which no definition is provided.
Affiliate of any specified Person means any
other Person directly or indirectly controlling or controlled by
or under direct or indirect common control with such specified
Person. For the purposes of this definition, control
(including, with correlative meanings, the terms
controlling, controlled by and
under common control with) as used with respect to
any Person means the power to direct the management and policies
of such Person, directly or indirectly, whether through the
ownership of voting securities, by agreement or otherwise.
Attributable Debt with respect to any Sale
and Lease-Back Transaction that is subject to the restrictions
described under Additional Covenants of MGM
MIRAGE Limitation on Sale and Lease-Back
Transactions means the present value of the minimum rental
payments called for during the terms of the lease (including any
period for which such lease has been extended), determined in
accordance with generally accepted accounting principles,
discounted at a rate that, at the inception of the lease, the
lessee would have incurred to borrow over a similar term the
funds necessary to purchase the leased assets.
Consolidated Net Tangible Assets means the
total amount of assets (including investments in Joint Ventures)
of MGM MIRAGE and its Subsidiaries (less applicable
depreciation, amortization and other valuation reserves) after
deducting therefrom (a) all current liabilities of MGM
MIRAGE and its Subsidiaries (excluding (i) the current
portion of long-term Indebtedness, (ii) intercompany
liabilities and (iii) any liabilities which are by their
terms renewable or extendible at the option of the obligor
thereon to a time more than 12 months from the time as of
which the amount thereof is being computed) and (b) all
goodwill, trade names, trademarks, patents, unamortized debt
discount and any other like intangibles, all as set forth on the
consolidated balance sheet of MGM MIRAGE for the most recently
completed fiscal quarter for which financial statements are
available and computed in accordance with generally accepted
accounting principles.
Credit Facility means the Fourth Amended and
Restated Loan Agreement, dated as of November 22, 2004,
among MGM MIRAGE, as Borrower and MGM Grand Detroit, LLC, as
Co-Borrower, the Banks, Syndication Agent, Documentation Agents
and Co-Documentation Agents therein named, and Bank of America,
N.A., as Administrative Agent (and their successors and assigns
from time to time party thereto), including any related notes,
guarantees, collateral documents, instruments and agreements
executed in connection therewith, in each case as amended,
modified, renewed, extended, refunded, replaced or refinanced
from time to time.
Excluded Subsidiary means MGM Grand Detroit,
LLC and its Subsidiaries (including MGM Grand Detroit II,
LLC), MGMM Insurance Company, Circus Circus Finance I,
Circus Circus Finance II, Circus Circus New Jersey, Inc.,
Go Vegas, Gold Strike Resorts, Inc., Lakeview Gaming
Partnerships Joint Venture, Mandalay Vacation Resorts, Inc., MBG
Insurance, Inc., MGM MIRAGE Online, LLC, Pine Hills
Development II, Revive Partners, LLC, M3 Nevada Insurance
Company, other subsidiaries that may from time to time become
Excluded Subsidiaries under the indenture (if, among other
conditions, such other subsidiaries are not guarantors of our
other indebtedness and are not subject to any covenants in, or
liens securing, the Credit Facility or the Existing Senior
Notes), and MGM MIRAGEs
non-U.S. Subsidiaries
whose only tangible assets are located in foreign nations and
their U.S. holding companies, provided such holding
companies have no other assets or operations and provided that,
except for MGM Grand Detroit, LLC to the extent of any amounts
of proceeds of borrowings under the Credit Facility made
available to MGM Grand Detroit, LLC, if any Excluded Subsidiary
becomes subject to the covenants in the Credit Facility
applicable to the Subsidiary Guarantors or grants any Liens to
secure the Credit Facility, or if
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any Excluded Subsidiary guarantees or grants any Liens to secure
any of the Existing Senior Notes, such Excluded Subsidiary will
thereafter not be an Excluded Subsidiary.
Existing Senior Notes means (i) MGM
MIRAGEs 6% senior notes due 2009 in the original
aggregate principal amount of $1,050 million, (ii) MGM
MIRAGEs 8.50% senior notes due 2010 in the original
aggregate principal amount of $850 million, (iii) MGM
MIRAGEs 6.75% senior notes due 2012 in the original
aggregate principal amount of $550 million, (iv) MGM
MIRAGEs 5.875% senior notes due 2014 in the original
aggregate principal amount of $525 million, (v) MGM
MIRAGEs 6.625% senior notes due 2015 in the original
aggregate principal amount of $875 million, (vi) the
Mandalay Senior Notes, and (vii) the Mirage Notes.
Funded Debt means all Indebtedness of MGM
MIRAGE or any Subsidiary Guarantor which (i) matures by its
terms on, or is renewable at the option of any obligor thereon
to, a date more than one year after the date of original
issuance of such Indebtedness and (ii) ranks at least pari
passu with the notes or the applicable Subsidiary Guarantee.
Incur means, with respect to any
Indebtedness, to incur, create, issue, assume, guarantee or
otherwise become liable for or with respect to, or become
responsible for, the payment of, contingently or otherwise, such
Indebtedness; provided that the accrual of interest shall not be
considered an Incurrence of Indebtedness.
Indebtedness of any Person means (i) any
indebtedness of such Person, contingent or otherwise, in respect
of borrowed money (whether or not the recourse of the lender is
to the whole of the assets of such Person or only to a portion
thereof), or evidenced by notes, bonds, debentures or similar
instruments or letters of credit, or representing the balance
deferred and unpaid of the purchase price of any property,
including any such indebtedness Incurred in connection with the
acquisition by such Person or any of its Subsidiaries of any
other business or entity, if and to the extent such indebtedness
would appear as a liability upon a balance sheet of such Person
prepared in accordance with generally accepted accounting
principles, including for such purpose obligations under capital
leases and (ii) any guarantee, endorsement (other than for
collection or deposit in the ordinary course of business),
discount with recourse, or any agreement (contingent or
otherwise) to purchase, repurchase or otherwise acquire or to
supply or advance funds with respect to, or to become liable
with respect to (directly or indirectly) any indebtedness,
obligation, liability or dividend of any Person, but shall not
include indebtedness or amounts owed for compensation to
employees, or for goods or materials purchased, or services
utilized, in the ordinary course of business of such Person. For
purposes of this definition of Indebtedness, a capitalized
lease shall be deemed to mean a lease of real or personal
property which, in accordance with generally accepted accounting
principles, is required to be capitalized.
Joint Venture means any partnership,
corporation or other entity, in which up to and including 50% of
the partnership interests, outstanding voting stock or other
equity interests is owned, directly or indirectly, by MGM MIRAGE
and/or one
or more of its Subsidiaries.
Lien means any mortgage, pledge,
hypothecation, assignment, deposit, arrangement, encumbrance,
security interest, lien (statutory or otherwise), or preference,
priority or other security or similar agreement or preferential
arrangement of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention
agreement having substantially the same economic effect as any
of the foregoing).
Mandalay Senior Notes means (i) Mandalay
Resort Groups 6.375% Senior Notes due 2011 in the
original aggregate principal amount of $250 million;
(ii) Mandalay Resort Groups 6.50% Senior Notes
due 2009 in the original aggregate principal amount of
$250 million; (iii) Mandalay Resort Groups
9.50% Senior Notes due 2008 in the original aggregate
principal amount of $200 million; (iv) Mandalay Resort
Groups Floating Rate Convertible Senior Debentures due
2033 in the aggregate principal amount of $5.9 million;
(v) Mandalay Resort Groups 7% Debentures due 2036 in
the original aggregate principal amount of $150 million;
and (vi) Mandalay Resort Groups 6.7% Debentures
due 2096 in the aggregate principal amount of $4.3 million.
Mirage Notes means (i) Mirage Resorts,
Incorporateds 7.25% notes due 2006 in the original
aggregate principal amount of $250 million,
(ii) Mirage Resorts, Incorporateds 6.75% notes
due 2007 in the original aggregate principal amount of
$200 million, (iii) Mirage Resorts,
Incorporateds 6.75% notes due 2008 in the original
aggregate principal amount of $200 million, and
(iv) Mirage Resorts, Incorporateds
7.25% debentures due 2017 in the original aggregate
principal amount of $100 million.
45
Non-recourse Indebtedness means Indebtedness
the terms of which provide that the lenders claim for
repayment of such Indebtedness is limited solely to a claim
against the property which secures such Indebtedness.
Obligations means any principal, interest,
premium, if any, penalties, fees, indemnifications,
reimbursements, expenses, damages or other liabilities or
amounts payable under the documentation governing or otherwise
in respect of any Indebtedness.
Person means any individual, corporation,
limited liability company, partnership, joint venture,
association, joint-stock company, trust, estate, unincorporated
organization or government or any agency or political
subdivision thereof or any other entity.
Principal Property means any real estate or
other physical facility or depreciable asset or securities the
net book value of which on the date of determination exceeds the
greater of $25 million and 2% of Consolidated Net Tangible
Assets.
Sale and Lease-Back Transaction means any
arrangement with a person (other than MGM MIRAGE or any of its
Subsidiaries), or to which any such person is a party, providing
for the leasing to MGM MIRAGE or any of its Subsidiaries for a
period of more than three years of any Principal Property which
has been or is to be sold or transferred by MGM MIRAGE or any of
its Subsidiaries to such person, or to any other person (other
than MGM MIRAGE of any of its Subsidiaries) to which funds have
been or are to be advanced by such person on the security of the
leased property.
Subsidiary of any specified Person means any
corporation, partnership or limited liability company of which
at least a majority of the outstanding stock (or other equity
interests) having by the terms thereof ordinary voting power for
the election of directors (or the equivalent) of such Person
(irrespective of whether or not at the time stock (or other
equity interests) of any other class or classes of such Person
shall have or might have voting power by reason of the happening
of any contingency) is at the time directly or indirectly owned
by such Person, or by one or more other Subsidiaries, or by such
Person and one or more other Subsidiaries.
Treasury Securities mean any obligations
issued or guaranteed by the United States government or any
agency thereof.
CERTAIN
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following summary is a description of the material United
States federal income tax consequences relating to the exchange
for, and ownership and disposition of, the new notes to persons
who receive such new notes from us in the exchange offer. The
discussion is for general information only and does not consider
all aspects of federal income taxation that may be relevant to
the purchase, ownership and disposition of new notes by a holder
in light of such holders personal circumstances. In
particular, this discussion does not address the federal income
tax consequences of ownership of new notes by investors that do
not hold new notes as capital assets within the meaning of
Section 1221 of the Internal Revenue Code of 1986, as
amended (the Code), or the federal income tax
consequences to holders subject to special treatment under the
federal income tax laws, such as:
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dealers in securities or foreign currency;
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tax-exempt investors;
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partnerships or other pass-through entities;
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United States expatriates;
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regulated investment companies, banks, thrifts, insurance
companies or other financial institutions;
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persons that hold the new notes as a position in a straddle or
as part of a synthetic security or hedge, conversion transaction
or other integrated investment;
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persons that have a functional currency other than the
U.S. dollar; or
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except to the extent discussed under
Non-U.S. Holders,
beneficial owners of the new notes that are not
U.S. holders.
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46
Holders subject to the special circumstances described above may
be subject to tax rules that differ significantly from those
summarized below. As used in this discussion, you are a
U.S. holder of a new note if you are a
beneficial owner of new notes that is
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a citizen or resident of the United States;
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a corporation (or other entity treated as a corporation for
United States federal income tax purposes) organized or created
in the United States or under the laws of the United States or
any political subdivision thereof;
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an estate, the income of which is subject to federal income tax
regardless of its source; or
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a trust (i) with respect to which a court within the United
States is able to exercise primary supervision over its
administration and one or more U.S. persons have the
authority to control all of the substantial decisions of the
trust, or (ii) that has a valid election in place to be
treated as a United States person.
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The term
non-U.S. holder
means a beneficial owner of new notes that is not a
U.S. holder. The treatment of a partner in a partnership
(or other entity treated as a partnership for United States
federal income tax purposes) that holds new notes generally will
depend on the status of the partner and the activities of the
partnership. Partners of partnerships considering the purchase
of the new notes should consult their tax advisors.
This summary is based upon the Code, existing and proposed
Treasury Regulations promulgated thereunder, administrative
pronouncements and judicial decisions, all as in effect as of
the date hereof, and all of which are subject to change,
possibly on a retroactive basis, and any such change could
affect the continuing validity of this discussion. This
discussion does not address the effect of any applicable state,
local or foreign tax laws.
If you are considering the exchange for the new notes in the
exchange offer, you should consult your own tax advisor
regarding the application of United States federal income tax
laws, as well as the laws of any state, local or foreign taxing
jurisdiction, to your particular situation.
U.S. Holders
The discussion below assumes that the new notes will be treated
as indebtedness for United States federal income tax purposes.
Stated Interest on the New Notes. Stated
interest payable on the new notes should be includible in your
gross income when accrued or received in accordance with your
regular method of accounting for United States federal income
tax purposes. We believe that stated interest on the new notes
should represent adequate stated interest within the
meaning of the original issue discount (OID) rules
of the Code and thus should not be subject to the special
imputation of interest rules for OID.
Exchange Offer. The exchange of an old note
for an equal principal amount of a new note pursuant to the
exchange offer should not constitute a taxable exchange for
U.S. federal income tax purposes. Consequently, you should
not recognize any gain or loss upon the receipt of a new note
pursuant to the exchange offer and should be required to include
interest on the new note in gross income for U.S. federal
income tax purposes in the manner and to the extent described
above. Your holding period for a new note will include the
holding period for the old note exchanged in the exchange offer,
and your initial basis in a new note will be the same as your
adjusted basis in the old note as of the time of the exchange.
The federal income tax consequences of holding and disposing of
a new note generally should be the same as the federal income
tax consequences of holding and disposing of an old note.
It is possible that the Internal Revenue Service
(IRS) could assert that the additional interest
payments we would be obligated to pay if we are not in
compliance with certain of our obligations under the
Registration Rights Agreement are contingent
payments for federal income tax purposes. See The
Exchange Offer Purpose and Effect; Registration
Rights. If so treated, the old notes
and/or new
notes, as applicable, would be treated as contingent payment
debt instruments, and the timing and amount of income inclusion
and the character of income recognized may be different from the
consequences discussed herein. However, the contingent payment
debt regulations provide that, for purposes of determining
whether a debt instrument is a contingent payment debt
instrument, remote or incidental contingencies are ignored. We
believe that the possibility of the payment of
47
liquidated damages is remote and, accordingly, do not intend to
treat the old notes or the new notes as contingent debt
instruments. There can be no assurance, however, that the IRS
will not successfully challenge this position.
Sale or Redemption of the New Notes. Upon the
sale, redemption or retirement of a new note, you will recognize
taxable gain or loss equal to the difference between the amount
of cash or other property received (other than any amount
attributable to accrued but unpaid interest, which will be
taxable as such to the extent not already included in income)
and your adjusted tax basis in the new note (subject to
adjustment if the OID rules discussed above apply). Any gain or
loss you recognize upon a sale or disposition of a new note
generally will be capital gain or loss. This gain or loss will
be long-term capital gain or loss if your holding period for the
new note (including the holding period of the old note exchanged
in the exchange offer) exceeds one year.
Non-U.S. Holders
Interest on the New Notes. Under present
U.S. federal income tax law, and subject to the discussion
below concerning backup withholding, the payment by us or our
paying agent of principal or interest on a new note owned by a
non-U.S. holder
will not be subject to U.S. federal withholding tax,
provided that:
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you do not actually or constructively own 10% or more of the
total combined voting power of all classes of our voting stock
within the meaning of Section 871(h)(3) of the Code and the
Treasury Regulations thereunder;
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you are not a controlled foreign corporation that is related to
us through stock ownership;
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you are not a bank holding the notes as loans made in the
ordinary course of business; and
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you satisfy certain certification requirements (summarized
below).
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In order to claim exemption from U.S. withholding tax on
payments of interest on your new notes, current Treasury
Regulations generally require that:
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you (or your agent) must deliver to the withholding agent an IRS
Form W-8BEN,
signed by you or your agent on your behalf, claiming exemption
from withholding or a reduced rate of withholding under an
applicable tax treaty; or
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if you hold your new notes through a securities clearing
organization or certain other financial institutions, the
organization or institution that holds your new notes must
provide a signed statement to the withholding agent that is
accompanied by an IRS
Form W-8BEN
provided by you to that same organization or institution.
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Special rules apply to the certifications that must be provided
by entities like partnerships, estates, trusts and
intermediaries. You should consult your tax advisor regarding
the application of the U.S. withholding tax rules to your
particular circumstances.
In addition, interest on your new notes will not be subject to
U.S. federal withholding tax, but will be subject to
U.S. federal income tax, if:
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you are engaged in the conduct of a trade or business in the
United States;
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interest income on your new notes is attributable to the conduct
of your trade or business in the United States (and, if a
permanent establishment clause in a tax treaty
applies, is attributable to your permanent establishment in the
United States); and
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you have certified to the withholding agent (generally, we, or a
financial institution acting as our agent, will be the
withholding agent) on an IRS
Form W-8ECI
that you are exempt from withholding tax because the interest
income on your new notes is effectively connected with the
conduct of your trade or business in the United States (and, if
a permanent establishment clause in a tax treaty
applies, you have not claimed the benefit of such treaty to
avoid having the interest be subject to U.S. federal income
tax).
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48
Sale of New Notes. If you sell or otherwise
dispose of your new notes in a transaction that is treated as a
sale or exchange for U.S. federal income tax purposes, you
generally will not be subject to U.S. federal income tax on
any gain you recognize on this transaction, unless:
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the gain is effectively connected with the conduct of your
U.S. trade or business in the United States, subject to an
applicable treaty providing otherwise; or
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you are an individual who holds your new notes as capital assets
and are present in the U.S. for 183 days or more in
the year in which you disposed of your new notes and certain
other conditions are met.
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Information
Reporting and Backup Withholding
You may be subject under certain circumstances to backup
withholding at a current rate of 28% (31% on payments made after
2010) with respect to payments on your new notes.
Generally, backup withholding will apply only if:
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you fail to provide your taxpayer identification number
(TIN) (which for an individual is the
individuals social security number) to the withholding
agent, or, in the case of a
non-U.S. holder,
you fail to provide a required certification that you are not a
United States person;
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you provide an incorrect TIN;
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you are notified by the IRS that you have failed to properly
report payments of interest and dividends and the IRS has
notified us that you are subject to backup withholding; or
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you fail, under certain circumstances, to provide the
withholding agent with a certified statement, signed under
penalty of perjury, that the TIN you provided is your correct
TIN and that you are not subject to backup withholding.
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Certain taxpayers, including corporations, generally are exempt
from backup withholding. In addition, payment of proceeds from a
sale or other taxable disposition by a
non-U.S. holder
through a broker is not subject to backup withholding if the
broker does not have certain connections with the United States
as provided in the applicable Treasury Regulations. Backup
withholding is not an additional tax. Any amount withheld from a
payment to you under the backup withholding rules is allowable
as a refund or credit against your U.S. federal income tax
liability, provided that the required information is timely
furnished to the IRS. You should consult your tax advisor
regarding qualifications for exemption from backup withholding
and the procedure for obtaining such an exemption.
HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO
THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM
OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF THE
NOTES AND THE TAX CONSEQUENCES UNDER STATE, LOCAL,
NON-U.S. AND
OTHER U.S. FEDERAL TAX LAWS AND THE POSSIBLE EFFECTS OF
CHANGES IN TAX LAWS.
PLAN OF
DISTRIBUTION
Each broker-dealer that receives new notes for its own account
as a result of market-making activities or other trading
activities in connection with the exchange offer must
acknowledge that it will deliver a prospectus in connection with
any resale of new notes. This prospectus, as it may be amended
or supplemented from time to time, may be used by a
broker-dealer in connection with resales of new notes received
in exchange for old notes where such old notes were acquired as
a result of market-making activities or other trading activities.
We will receive no proceeds in connection with the exchange
offer or any sale of new notes by broker-dealers. New notes
received by broker-dealers for their own account pursuant to the
exchange offer may be sold from time to time in one or more
transactions:
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in the
over-the-counter
market;
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in negotiated transactions;
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49
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through the writing of options on the new notes; or
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a combination of these methods of resale,
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at market prices prevailing at the time of resale, at prices
related to prevailing market prices, or at negotiated prices.
Any such resale may be made directly to purchasers or to or
through brokers or dealers that may receive compensation in the
form of commissions or concessions from the broker-dealers or
the purchasers of any new notes. Any broker-dealer that resells
new notes that were received by it for its own account pursuant
to the exchange offer and any broker or dealer that participates
in a distribution of new notes may be deemed to be an
underwriter within the meaning of the Securities
Act, and any profit on any resale of new notes and any
commissions or concessions received by any such persons may be
deemed to be underwriting compensation under the Securities Act.
The letter of transmittal states that by acknowledging that it
will deliver, and by delivering, a prospectus, a broker-dealer
will not be deemed to admit that it is an
underwriter within the meaning of the Securities Act.
LEGAL
MATTERS
The validity of the new notes offered hereby will be passed upon
for us by Christensen, Glaser, Fink, Jacobs, Weil &
Shapiro, LLP, Los Angeles, California and by Lionel
Sawyer & Collins, Las Vegas, Nevada. Gary N. Jacobs,
who is of counsel to Christensen, Glaser, Fink, Jacobs,
Weil & Shapiro, LLP, is a member of our board of
directors and is also Executive Vice President, General Counsel
and Secretary of MGM MIRAGE. He and other attorneys in that firm
beneficially own an aggregate of approximately
[983,500] shares of our common stock.
EXPERTS
The audited consolidated financial statements and related
financial statement schedule of MGM MIRAGE as of
December 31, 2005 and 2004 and for each of the three years
in the period ended December 31, 2005, and
managements report on the effectiveness of internal
control over financial reporting as of December 31, 2005,
incorporated by reference in this registration statement from
MGM MIRAGEs Annual Report on
Form 10-K
for the year ended December 31, 2005, have been audited by
Deloitte & Touche LLP, an independent registered public
accounting firm, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated
in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
The audited consolidated financial statements and related
financial statement schedule of Mandalay Resort Group as of
January 31, 2005 and 2004 and for each of the three years
in the period ended January 31, 2005, and managements
report on the effectiveness of internal control over financial
reporting as of January 31, 2005, incorporated by reference
in this registration statement from Mandalay Resort Groups
Annual Report on
Form 10-K
for the year ended January 31, 2005, have been audited by
Deloitte & Touche LLP, an independent registered public
accounting firm, as stated in their reports, which are
incorporated herein by reference; which reports (1) express
an unqualified opinion on the consolidated financial statements
and financial statement schedule and include an explanatory
paragraph relating to Mandalay Resort Groups adoption of
Statement of Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets,
(2) express an unqualified opinion on managements
assessment regarding the effectiveness of internal control over
financial reporting, and (3) express an unqualified opinion
on the effectiveness of internal control over financial
reporting; and have been so incorporated in reliance upon the
reports of such firm given upon their authority as experts in
accounting and auditing.
50
$750,000,000
MGM MIRAGE
Exchange Offer
6.750% Senior Notes due
2013
6.875% Senior Notes due
2016
PROSPECTUS
[ ],
2006
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 20.
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Indemnification
of Directors and Officers.
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Section 145 of the General Corporation Law of the State of
Delaware provides that a Delaware corporation may indemnify any
person against expenses, judgments, fines and amounts paid in
settlements actually and reasonably incurred by any such person
in connection with a threatened, pending or completed action,
suit or proceeding, other than an action, suit or proceeding in
the name of the corporation, in which he is involved by reason
of the fact that he is or was a director, officer, employee or
agent of such corporation, provided that (i) he acted in
good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and
(ii) with respect to any criminal action or proceeding, he
had no reasonable cause to believe his conduct was unlawful. If
the action or suit is by or in the name of the corporation, the
corporation may indemnify any such person against expenses
actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good
faith and in a manner he reasonably believed to be in the best
interests of the corporation, except that no indemnification may
be made in respect to any claim, issue or matter as to which
such person shall have been adjudged to be liable for negligence
or misconduct in the performance of his duty to the corporation,
unless and only to the extent that the Delaware Court of
Chancery or the court in which the action or suit is brought
determines upon application that, despite the adjudication of
the liability but in light of the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for
such expense as the court deems proper.
Article II, Section 12 of the Bylaws of MGM MIRAGE
provides for indemnification of persons to the extent permitted
by the Delaware General Corporation Law.
In accordance with Section 102(b)(7) of the Delaware Law,
the Certificate of Incorporation, as amended, of MGM MIRAGE
limits the personal liability of its directors for violations of
their fiduciary duty. The Certificate of Incorporation
eliminates each directors liability to MGM MIRAGE or its
stockholders for monetary damages except (i) for any breach
of the directors duty of loyalty to MGM MIRAGE or its
stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation
of law, (iii) under the section of the Delaware law
providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions, or
(iv) for any transaction from which a director derived an
improper personal benefit. The effect of this provision is to
eliminate the personal liability of directors for monetary
damages for actions involving a breach of their fiduciary duty
of care, including any such actions involving gross negligence.
This provision will not, however, limit in any way the liability
of directors for violations of the Federal securities laws.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or
persons controlling MGM MIRAGE pursuant to the foregoing
provisions, MGM MIRAGE has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is
therefore unenforceable.
(a)
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Exhibit
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Number
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Description
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2
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Agreement and Plan of Merger,
dated as of June 15, 2004, among MGM MIRAGE, Mandalay
Resort Group and MGM MIRAGE Acquisition Co. #61, a wholly
owned subsidiary of MGM MIRAGE.(1)
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4
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.1
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Indenture, dated as of
April 5, 2006, among MGM MIRAGE, the subsidiary guarantors
named therein and U.S. Bank National Association, as
Trustee.(2)
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4
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.2
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Registration Rights Agreement,
dated as of April 5, 2006, among MGM MIRAGE, the subsidiary
guarantors named therein and Banc of America Securities LLC on
behalf of itself and as representative of the other initial
purchasers.(2)
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5
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.1
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Legal opinion of Lionel
Sawyer & Collins.*
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II-1
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Exhibit
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Number
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Description
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5
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.2
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Legal opinion of Christensen,
Glaser, Fink, Jacobs, Weil & Shapiro, LLP.*
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12
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.1
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Computation of ratio of earnings
to fixed charges for MGM MIRAGE.*
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12
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.2
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Computation of ratio of earnings
to fixed charges for Mandalay Resort Group.*
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23
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.1
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Consent of Lionel
Sawyer & Collins (contained in Exhibit 5.1).*
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23
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.2
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Consent of Christensen, Glaser,
Fink, Jacobs, Weil & Shapiro, LLP (contained in
Exhibit 5.2).*
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23
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.3
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Consent of Deloitte &
Touche LLP related to the Registrants consolidated
financial statements.*
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23
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.4
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Consent of Deloitte &
Touche LLP related to the consolidated financial statements of
Mandalay Resort Group.*
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24
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Power of Attorney (contained in
the signature pages to this Registration Statement).*
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25
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Form T-1
Statement of eligibility under the Trust Indenture Act of 1939
of U.S. Bank National Association.*
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99
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.1
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Form of Letter of Transmittal.*
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99
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.2
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Form of Notice of Guaranteed
Delivery.*
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* |
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Filed herewith |
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(1) |
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Filed as an exhibit to MGM MIRAGEs Current Report on
Form 8-K,
dated June 15, 2004 (File
No. 1-10362)
and incorporated herein by reference. |
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(2) |
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Filed as an exhibit to MGM MIRAGEs Current Report on
Form 8-K,
dated April 5, 2006 (File
No. 0-16760)
and incorporated herein by reference. |
Each of the undersigned registrants hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that the undertakings set forth in
clauses (i) and (ii) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by us pursuant to
Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
Each of the undersigned registrants hereby undertakes that, for
the purposes of determining any liability under the Securities
Act, each filing of its annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plans
annual report pursuant to Section 15(d) of the
II-2
Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of any of the registrants, pursuant to the
foregoing provisions, or otherwise, each of the undersigned
registrants has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by such registrant of expenses incurred or paid
by a director, officer or controlling person of such registrant
in the successful defense of any action, suit or proceeding) is
asserted by any such director, officer or controlling person in
connection with the securities being registered, the
corresponding registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of
whether or not such indemnification is against public policy as
expressed in the Securities Act and will be governed by the
final adjudication of such issue.
Each of the undersigned registrant hereby undertakes to respond
to requests for information that is incorporated by reference
into the prospectus pursuant to Items 4, 10(b), 11 or 13 of
this Form, within one business day of receipt of such request,
and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained
in documents filed subsequent to the effective date of the
registration statement through the date of responding to the
request.
Each of the undersigned registrant hereby undertakes to supply
by means of a post-effective amendment all information
concerning a transaction, and the company being acquired
involved therein, that was not the subject of and included in
the registration statement when it became effective.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, MGM MIRAGE has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Las Vegas, State of Nevada on
July 21, 2006.
MGM MIRAGE
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By:
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/s/ J.
Terrence Lanni
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J. Terrence Lanni
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact
and agents, each with full power and substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and any additional Registration
Statements pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitution or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
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Signature
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Title
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Date
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/s/ J.
Terrence Lanni
J.
Terrence Lanni
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Chief Executive Officer and
Chairman of the Board
(Principal Executive Officer)
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July 21, 2006
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/s/ James
J. Murren
James
J. Murren
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Chief Financial Officer, Treasurer
and Director
(Principal Financial and Accounting Officer)
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July 21, 2006
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/s/ James
D. Aljian
James
D. Aljian
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Director
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July 21, 2006
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/s/ Robert
H. Baldwin
Robert
H. Baldwin
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Director
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July 21, 2006
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/s/ Willie
D. Davis
Willie
D. Davis
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Director
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July 21, 2006
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/s/ Alexander
M. Haig, Jr.
Alexander
M. Haig, Jr.
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Director
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July 21, 2006
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/s/ Alexis
Herman
Alexis
Herman
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Director
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July 21, 2006
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II-4
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Signature
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Title
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Date
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/s/ Roland
Hernandez
Roland
Hernandez
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Director
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July 21, 2006
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/s/ Gary
N. Jacobs
Gary
N. Jacobs
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Director
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July 21, 2006
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/s/ Kirk
Kerkorian
Kirk
Kerkorian
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Director
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July 21, 2006
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/s/ Anthony
Mandekic
Anthony
Mandekic
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Director
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July 21, 2006
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/s/ Rose
McKinney-James
Rose
McKinney-James
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Director
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July 21, 2006
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/s/ Ronald
M. Popeil
Ronald
M. Popeil
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Director
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July 21, 2006
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/s/ John
T. Redmond
John
T. Redmond
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Director
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July 21, 2006
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/s/ Melvin
B. Wolzinger
Melvin
B. Wolzinger
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Director
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July 21, 2006
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II-5
Pursuant to the requirements of the Securities Act of 1933, as
amended, the entities listed below have duly caused this
registration statement to be signed on each of their behalf by
the undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on July 21, 2006.
CIRCUS CIRCUS CASINOS, INC.
COLORADO BELLE CORP.
DIAMOND GOLD, INC.
EDGEWATER HOTEL CORPORATION
GALLEON, INC.
GOLD STRIKE AVIATION INCORPORATED
GOLDSTRIKE FINANCE COMPANY, INC.
GOLDSTRIKE INVESTMENTS, INCORPORATED
LAST CHANCE INVESTMENTS, INCORPORATED
MANDALAY MARKETING AND EVENTS
MANDALAY PLACE
MANDALAY RESORT GROUP
METROPOLITAN MARKETING, LLC
MGM GRAND RESORTS DEVELOPMENT
MMNY LAND COMPANY, INC.
MRG VEGAS PORTAL, INC.
M.S.E. INVESTMENTS, INCORPORATED
OASIS DEVELOPMENT COMPANY, INC.
PLANE TRUTH, LLC
RAMPARTS INTERNATIONAL
SLOTS-A-FUN,
INC.
THE SIGNATURE CONDOMINIUMS, LLC
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By:
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/s/ J.
Terrence Lanni
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J. Terrence Lanni
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact
and agents, each with full power and substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and any additional Registration
Statements pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitution or substitutes, may lawfully
do or cause to be done by virtue hereof.
II-6
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
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Signature
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Title
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Date
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/s/ J.
Terrence Lanni
J.
Terrence Lanni
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President and Chairman of the
Board
(Principal Executive Officer)
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July 21, 2006
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/s/ James
J. Murren
James
J. Murren
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Treasurer and Director
(Principal Financial and Accounting Officer)
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July 21, 2006
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/s/ Gary
N. Jacobs
Gary
N. Jacobs
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Director
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July 21, 2006
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II-7
Pursuant to the requirements of the Securities Act of 1933, as
amended, the entities listed below have duly caused this
registration statement to be signed on each of their behalf by
the undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on July 21, 2006.
AC HOLDING CORP.
AC HOLDING CORP. II
THE APRIL COOK COMPANIES
BEAU RIVAGE DISTRIBUTION CORP.
BUNGALOW, INC.
COUNTRY STAR LAS VEGAS, LLC
LV CONCRETE CORP.
MGM MIRAGE ADVERTISING, INC.
MGM MIRAGE CORPORATE SERVICES
MGM MIRAGE MANUFACTURING CORP.
MH, INC.
M.I.R. TRAVEL
MIRAGE LAUNDRY SERVICES CORP.
MIRAGE LEASING CORP.
MIRAGE RESORTS, INCORPORATED
MRGS CORP.
RESTAURANT VENTURES OF NEVADA, INC.
VIDIAD
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By:
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/s/ Robert
H. Baldwin
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Robert H. Baldwin
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact
and agents, each with full power and substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and any additional Registration
Statements pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitution or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
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Signature
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Title
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Date
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/s/ Robert
H. Baldwin
Robert
H. Baldwin
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President
(Principal Executive Officer)
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July 21, 2006
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/s/ James
J. Murren
James
J. Murren
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Treasurer and Director
(Principal Financial and Accounting Officer)
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July 21, 2006
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II-8
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Signature
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Title
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Date
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/s/ J.
Terrence Lanni
J.
Terrence Lanni
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Chairman of the Board
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July 21, 2006
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/s/ Gary
N. Jacobs
Gary
N. Jacobs
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Director
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July 21, 2006
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II-9
Pursuant to the requirements of the Securities Act of 1933, as
amended, Beau Rivage Resorts, Inc. has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on July 21, 2006.
BEAU RIVAGE RESORTS, INC.
George Corchis
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact
and agents, each with full power and substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and any additional Registration
Statements pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitution or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
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Signature
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Title
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Date
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/s/ George
Corchis
George
Corchis
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President
(Principal Executive Officer)
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July 21, 2006
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/s/ Courtney
Wenleder
Courtney
Wenleder
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Vice President, Chief Financial
Officer and
Assistant Treasurer
(Principal Financial and Accounting Officer)
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July 21, 2006
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/s/ J.
Terrence Lanni
J.
Terrence Lanni
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Chairman of the Board
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July 21, 2006
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/s/ James
J. Murren
James
J. Murren
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Director
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July 21, 2006
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/s/ Gary
N. Jacobs
Gary
N. Jacobs
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Director
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July 21, 2006
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II-10
Pursuant to the requirements of the Securities Act of 1933, as
amended, Bellagio, LLC has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, State of
Nevada on July 21, 2006.
BELLAGIO, LLC
William McBeath
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact
and agents, each with full power and substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and any additional Registration
Statements pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitution or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
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Signature
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Title
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Date
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/s/ William
McBeath
William
McBeath
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President
(Principal Executive Officer)
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July 21, 2006
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/s/ Jon
Corchis
Jon
Corchis
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Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
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July 21, 2006
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/s/ J.
Terrence Lanni
J.
Terrence Lanni
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Chairman of the Board
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July 21, 2006
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/s/ James
J. Murren
James
J. Murren
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Director
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July 21, 2006
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/s/ Gary
N. Jacobs
Gary
N. Jacobs
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Director
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July 21, 2006
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II-11
Pursuant to the requirements of the Securities Act of 1933, as
amended, Boardwalk Casino, Inc. has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on July 21, 2006.
BOARDWALK CASINO, INC.
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By:
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/s/ J.
Terrence Lanni
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J. Terrence Lanni
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact
and agents, each with full power and substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and any additional Registration
Statements pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitution or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
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Signature
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Title
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Date
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/s/ J.
Terrence Lanni
J.
Terrence Lanni
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President and Chairman of the
Board
(Principal Executive Officer)
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July 21, 2006
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/s/ James
J. Murren
James
J. Murren
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Treasurer and Director
(Principal Financial and Accounting Officer)
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July 21, 2006
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/s/ Gary
N. Jacobs
Gary
N. Jacobs
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Director
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July 21, 2006
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II-12
Pursuant to the requirements of the Securities Act of 1933, as
amended, Destron, Inc. has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, State of
Nevada on July 21, 2006.
DESTRON, INC.
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By:
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/s/ Albert
Faccinto, Jr.
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Albert Faccinto, Jr.
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact
and agents, each with full power and substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and any additional Registration
Statements pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitution or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
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Signature
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Title
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Date
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/s/ Albert
Faccinto, Jr.
Albert
Faccinto, Jr.
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President
(Principal Executive Officer)
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July 21, 2006
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/s/ James
J. Murren
James
J. Murren
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Treasurer and Director
(Principal Financial and Accounting Officer)
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July 21, 2006
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/s/ J.
Terrence Lanni
J.
Terrence Lanni
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Chairman of the Board
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July 21, 2006
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/s/ Gary
N. Jacobs
Gary
N. Jacobs
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Director
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July 21, 2006
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II-13
Pursuant to the requirements of the Securities Act of 1933, as
amended, the entities listed below have duly caused this
registration statement to be signed on each of their behalf by
the undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on July 21, 2006.
GRAND LAUNDRY, INC.
MGM GRAND CONDOMINIUMS, LLC
MGM GRAND CONDOMINIUMS II, LLC
MGM GRAND CONDOMINIUMS III, LLC
Gamal Abdelaziz
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact
and agents, each with full power and substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and any additional Registration
Statements pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitution or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
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Signature
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Title
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Date
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/s/ Gamal
Abdelaziz
Gamal
Abdelaziz
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President
(Principal Executive Officer)
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July 21, 2006
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/s/ Corey
Sanders
Corey
Sanders
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Executive Vice President and Chief
Financial Officer (Principal Financial and Accounting Officer)
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July 21, 2006
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/s/ J.
Terrence Lanni
J.
Terrence Lanni
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Chairman of the Board
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July 21, 2006
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/s/ James
J. Murren
James
J. Murren
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Director
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July 21, 2006
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/s/ Gary
N. Jacobs
Gary
N. Jacobs
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Director
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July 21, 2006
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II-14
Pursuant to the requirements of the Securities Act of 1933, as
amended, Mandalay Corp. has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, State of
Nevada on July 21, 2006.
MANDALAY CORP.
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By:
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/s/ William
Hornbuckle
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William Hornbuckle
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact
and agents, each with full power and substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and any additional Registration
Statements pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitution or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
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Signature
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Title
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Date
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/s/ William
Hornbuckle
William
Hornbuckle
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President
(Principal Executive Officer)
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July 21, 2006
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/s/ Carlos
Castro
Carlos
Castro
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Vice President and Chief Financial
Officer
(Principal Financial and Accounting Officer)
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July 21, 2006
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/s/ J.
Terrence Lanni
J.
Terrence Lanni
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Chairman of the Board
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July 21, 2006
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/s/ James
J. Murren
James
J. Murren
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Director
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July 21, 2006
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/s/ Gary
N. Jacobs
Gary
N. Jacobs
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Director
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July 21, 2006
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II-15
Pursuant to the requirements of the Securities Act of 1933, as
amended, the entities listed below have duly caused this
registration statement to be signed on each of their behalf by
the undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on July 21, 2006.
NEW YORK-NEW YORK HOTEL & CASINO, LLC
NEW YORK-NEW YORK TOWER, LLC
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By:
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/s/ Lorenzo
Creighton
Lorenzo
Creighton
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President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact
and agents, each with full power and substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and any additional Registration
Statements pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitution or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
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|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
/s/ Lorenzo
Creighton
Lorenzo
Creighton
|
|
President(Principal Executive
Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ William
Boasberg
William
Boasberg
|
|
Vice President-Finance and Chief
Financial Officer
(Principal Financial and Accounting Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ J.
Terrence Lanni
J.
Terrence Lanni
|
|
Chairman of the Board
|
|
July 21, 2006
|
|
|
|
|
|
/s/ James
J. Murren
James
J. Murren
|
|
Director
|
|
July 21, 2006
|
|
|
|
|
|
/s/ Gary
N. Jacobs
Gary
N. Jacobs
|
|
Director
|
|
July 21, 2006
|
II-16
Pursuant to the requirements of the Securities Act of 1933, as
amended, MGM Grand Atlantic City, Inc. has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on July 21, 2006.
MGM GRAND ATLANTIC CITY, INC.
|
|
|
|
By:
|
/s/ James
J. Murren
James
J. Murren
|
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact
and agents, each with full power and substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and any additional Registration
Statements pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitution or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
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|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
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|
/s/ James
J. Murren
James
J. Murren
|
|
President and Director
(Principal Executive Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ Kenneth
A. Rosevear
Kenneth
A. Rosevear
|
|
Senior Vice President and Chief
Financial Officer
(Principal Financial and Accounting Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ J.
Terrence Lanni
J.
Terrence Lanni
|
|
Chairman of the Board
|
|
July 21, 2006
|
|
|
|
|
|
/s/ Gary
N. Jacobs
Gary
N. Jacobs
|
|
Director
|
|
July 21, 2006
|
II-17
Pursuant to the requirements of the Securities Act of 1933, as
amended, the entities listed below have duly caused this
registration statement to be signed on each of their behalf by
the undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on July 21, 2006.
MAC, CORP.
MGM GRAND DETROIT, INC.
NEW PRMA LAS VEGAS, INC.
PRMA, LLC
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|
|
|
By:
|
/s/ John
T. Redmond
John
T. Redmond
|
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact
and agents, each with full power and substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and any additional Registration
Statements pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitution or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ John
T. Redmond
John
T. Redmond
|
|
President
(Principal Executive Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ James
J. Murren
James
J. Murren
|
|
Treasurer and Director
(Principal Financial and Accounting Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ J.
Terrence Lanni
J.
Terrence Lanni
|
|
Chairman of the Board
|
|
July 21, 2006
|
|
|
|
|
|
/s/ Gary
N. Jacobs
Gary
N. Jacobs
|
|
Director
|
|
July 21, 2006
|
II-18
Pursuant to the requirements of the Securities Act of 1933, as
amended, MGM Grand Hotel, LLC has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, State of
Nevada on July 21, 2006.
MGM GRAND HOTEL, LLC
|
|
|
|
By:
|
/s/ Gamal
Abdelaziz
Gamal
Abdelaziz
|
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact
and agents, each with full power and substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and any additional Registration
Statements pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitution or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ Gamal
Abdelaziz
Gamal
Abdelaziz
|
|
President
(Principal Executive Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ John
Shigley
John
Shigley
|
|
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ J.
Terrence Lanni
J.
Terrence Lanni
|
|
Chairman of the Board
|
|
July 21, 2006
|
|
|
|
|
|
/s/ James
J. Murren
James
J. Murren
|
|
Director
|
|
July 21, 2006
|
|
|
|
|
|
/s/ Gary
N. Jacobs
Gary
N. Jacobs
|
|
Director
|
|
July 21, 2006
|
II-19
Pursuant to the requirements of the Securities Act of 1933, as
amended, MGM Grand New York, LLC has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on July 21, 2006.
MGM GRAND NEW YORK, LLC
John T. Redmond
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact
and agents, each with full power and substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and any additional Registration
Statements pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitution or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ John
T. Redmond
John
T. Redmond
|
|
Chief Executive Officer
(Principal Executive Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ James
J. Murren
James
J. Murren
|
|
Treasurer and Director
(Principal Financial and Accounting Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ J.
Terrence Lanni
J.
Terrence Lanni
|
|
Chairman of the Board
|
|
July 21, 2006
|
|
|
|
|
|
/s/ Gary
N. Jacobs
Gary
N. Jacobs
|
|
Director
|
|
July 21, 2006
|
II-20
Pursuant to the requirements of the Securities Act of 1933, as
amended, MGM Grand Resorts, LLC has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on July 21, 2006.
MGM GRAND RESORTS, LLC
John T. Redmond
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact
and agents, each with full power and substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and any additional Registration
Statements pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitution or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ John
T. Redmond
John
T. Redmond
|
|
President and Chief Executive
Officer
(Principal Executive Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ Corey
Sanders
Corey
Sanders
|
|
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ Terrence
Lanni
Terrence
Lanni
|
|
Chairman of the Board
|
|
July 21, 2006
|
|
|
|
|
|
/s/ James
J. Murren
James
J. Murren
|
|
Director
|
|
July 21, 2006
|
|
|
|
|
|
/s/ Gary
N. Jacobs
Gary
N. Jacobs
|
|
Director
|
|
July 21, 2006
|
II-21
Pursuant to the requirements of the Securities Act of 1933, as
amended, MGM MIRAGE Aircraft Holdings LLC has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on July 21, 2006.
MGM MIRAGE AIRCRAFT HOLDINGS LLC
James J. Murren
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact
and agents, each with full power and substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and any additional Registration
Statements pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitution or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ James
J. Murren
James
J. Murren
|
|
President, Treasurer and
Director
(Principal Executive Officer & Principal Financial and
Accounting Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ J.
Terrence Lanni
J.
Terrence Lanni
|
|
Chairman of the Board
|
|
July 21, 2006
|
|
|
|
|
|
/s/ Gary
N. Jacobs
Gary
N. Jacobs
|
|
Director
|
|
July 21, 2006
|
II-22
Pursuant to the requirements of the Securities Act of 1933, as
amended, MGM MIRAGE Design Group has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on July 21, 2006.
MGM MIRAGE DESIGN GROUP
William R. Smith
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact
and agents, each with full power and substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and any additional Registration
Statements pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitution or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ William
R. Smith
William
R. Smith
|
|
President
(Principal Executive Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ Blair
Stanert
Blair
Stanert
|
|
Vice President and Chief Financial
Officer (Principal Financial and Accounting Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ J.
Terrence Lanni
J.
Terrence Lanni
|
|
Chairman of the Board
|
|
July 21, 2006
|
|
|
|
|
|
/s/ James
J. Murren
James
J. Murren
|
|
Director
|
|
July 21, 2006
|
|
|
|
|
|
/s/ Gary
N. Jacobs
Gary
N. Jacobs
|
|
Director
|
|
July 21, 2006
|
II-23
Pursuant to the requirements of the Securities Act of 1933, as
amended, MGM MIRAGE Development, LLC has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on July 21, 2006.
MGM MIRAGE DEVELOPMENT, LLC
|
|
|
|
By:
|
/s/ Kenneth
A. Rosevear
|
Kenneth A. Rosevear
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact
and agents, each with full power and substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and any additional Registration
Statements pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitution or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ Kenneth
A. Rosevear
Kenneth
A. Rosevear
|
|
President (Principal Executive
Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ James
J. Murren
James
J. Murren
|
|
Treasurer and Director
(Principal Financial and Accounting Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ J.
Terrence Lanni
J.
Terrence Lanni
|
|
Chairman of the Board
|
|
July 21, 2006
|
|
|
|
|
|
/s/ Gary
N. Jacobs
Gary
N. Jacobs
|
|
Director
|
|
July 21, 2006
|
II-24
Pursuant to the requirements of the Securities Act of 1933, as
amended, MGM MIRAGE Entertainment and Sports has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on July 21, 2006.
MGM MIRAGE ENTERTAINMENT AND SPORTS
Richard Sturm
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact
and agents, each with full power and substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and any additional Registration
Statements pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitution or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ Richard
Sturm
Richard
Sturm
|
|
President
(Principal Executive Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ James
J. Murren
James
J. Murren
|
|
Treasurer and Director
(Principal Financial and Accounting Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ J.
Terrence Lanni
J.
Terrence Lanni
|
|
Chairman of the Board
|
|
July 21, 2006
|
|
|
|
|
|
/s/ Gary
N. Jacobs
Gary
N. Jacobs
|
|
Director
|
|
July 21, 2006
|
II-25
Pursuant to the requirements of the Securities Act of 1933, as
amended, MGM MIRAGE International has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on July 21, 2006.
MGM MIRAGE INTERNATIONAL
|
|
|
|
By:
|
/s/ Albert
Faccinto, Jr.
|
Albert Faccinto, Jr.
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact
and agents, each with full power and substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and any additional Registration
Statements pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitution or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ Albert
Faccinto, Jr.
Albert
Faccinto, Jr.
|
|
President
(Principal Executive Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ James
J. Murren
James
J. Murren
|
|
Treasurer and Director
(Principal Financial and Accounting Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ J.
Terrence Lanni
J.
Terrence Lanni
|
|
Chairman of the Board
|
|
July 21, 2006
|
|
|
|
|
|
/s/ Gary
N. Jacobs
Gary
N. Jacobs
|
|
Director
|
|
July 21, 2006
|
II-26
Pursuant to the requirements of the Securities Act of 1933, as
amended, MGM MIRAGE Operations, Inc. has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on July 21, 2006.
MGM MIRAGE OPERATIONS, INC.
Gary N. Jacobs
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact
and agents, each with full power and substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and any additional Registration
Statements pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitution or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ Gary
N. Jacobs
Gary
N. Jacobs
|
|
President and Director
(Principal Executive Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ James
J. Murren
James
J. Murren
|
|
Treasurer and Director
(Principal Financial and Accounting Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ J.
Terrence Lanni
J.
Terrence Lanni
|
|
Chairman of the Board
|
|
July 21, 2006
|
II-27
Pursuant to the requirements of the Securities Act of 1933, as
amended, MGM MIRAGE Retail has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, State of
Nevada on July 21, 2006.
MGM MIRAGE RETAIL
Frank Visconti
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact
and agents, each with full power and substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and any additional Registration
Statements pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitution or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
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|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ Frank
Visconti
Frank
Visconti
|
|
President
(Principal Executive Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ David
Soulliere
David
Soulliere
|
|
Vice President and Chief Financial
Officer
(Principal Financial and Accounting Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ J.
Terrence Lanni
J.
Terrence Lanni
|
|
Chairman of the Board
|
|
July 21, 2006
|
|
|
|
|
|
/s/ James
J. Murren
James
J. Murren
|
|
Director
|
|
July 21, 2006
|
|
|
|
|
|
/s/ Gary
N. Jacobs
Gary
N. Jacobs
|
|
Director
|
|
July 21, 2006
|
II-28
Pursuant to the requirements of the Securities Act of 1933, as
amended, The Mirage Casino-Hotel has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on July 21, 2006.
THE MIRAGE CASINO-HOTEL
Scott Sibella
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact
and agents, each with full power and substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and any additional Registration
Statements pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitution or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
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|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ Scott
Sibella
Scott
Sibella
|
|
President
(Principal Executive Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ Michael
A. Longi
Michael
A. Longi
|
|
Vice President and Chief Financial
Officer
(Principal Financial and Accounting Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ J.
Terrence Lanni
J.
Terrence Lanni
|
|
Chairman of the Board
|
|
July 21, 2006
|
|
|
|
|
|
/s/ James
J. Murren
James
J. Murren
|
|
Director
|
|
July 21, 2006
|
|
|
|
|
|
/s/ Gary
N. Jacobs
Gary
N. Jacobs
|
|
Director
|
|
July 21, 2006
|
II-29
Pursuant to the requirements of the Securities Act of 1933, as
amended, New Castle Corp. has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, State of
Nevada on July 21, 2006.
NEW CASTLE CORP.
Renee West
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact
and agents, each with full power and substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and any additional Registration
Statements pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitution or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ Renee
West
Renee
West
|
|
President
(Principal Executive Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ Sheri
Cherubino
Sheri
Cherubino
|
|
Vice President and Chief Financial
Officer
(Principal Financial and Accounting Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ J.
Terrence Lanni
J.
Terrence Lanni
|
|
Chairman of the Board
|
|
July 21, 2006
|
|
|
|
|
|
/s/ James
J. Murren
James
J. Murren
|
|
Director
|
|
July 21, 2006
|
|
|
|
|
|
/s/ Gary
N. Jacobs
Gary
N. Jacobs
|
|
Director
|
|
July 21, 2006
|
II-30
Pursuant to the requirements of the Securities Act of 1933, as
amended, the entities listed below have duly caused this
registration statement to be signed on each of their behalf by
the undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on July 21, 2006.
THE PRIMADONNA COMPANY, LLC
PRMA LAND DEVELOPMENT COMPANY
Michael Puggi
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact
and agents, each with full power and substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and any additional Registration
Statements pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitution or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ Michael
Puggi
Michael
Puggi
|
|
President
(Principal Executive Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ Paul
Roshetko
Paul
Roshetko
|
|
Executive Vice President, Chief
Financial
Officer and Assistant Treasurer
(Principal Financial and Accounting Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ J.
Terrence Lanni
J.
Terrence Lanni
|
|
Chairman of the Board
|
|
July 21, 2006
|
|
|
|
|
|
/s/ James
J. Murren
James
J. Murren
|
|
Director
|
|
July 21, 2006
|
|
|
|
|
|
/s/ Gary
N. Jacobs
Gary
N. Jacobs
|
|
Director
|
|
July 21, 2006
|
II-31
Pursuant to the requirements of the Securities Act of 1933, as
amended, Ramparts, Inc. has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, State of
Nevada on July 21, 2006.
RAMPARTS, INC.
Felix Rappaport
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact
and agents, each with full power and substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and any additional Registration
Statements pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitution or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ Felix
Rappaport
Felix
Rappaport
|
|
President
(Principal Executive Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ Yvette
Harris
Yvette
Harris
|
|
Vice President and Chief Financial
Officer
(Principal Financial and Accounting Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ J.
Terrence Lanni
J.
Terrence Lanni
|
|
Chairman of the Board
|
|
July 21, 2006
|
|
|
|
|
|
/s/ James
J. Murren
James
J. Murren
|
|
Director
|
|
July 21, 2006
|
|
|
|
|
|
/s/ Gary
N. Jacobs
Gary
N. Jacobs
|
|
Director
|
|
July 21, 2006
|
II-32
Pursuant to the requirements of the Securities Act of 1933, as
amended, Treasure Island Corp. has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, State of
Nevada on July 21, 2006.
TREASURE ISLAND CORP.
Tom Mikulich
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact
and agents, each with full power and substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and any additional Registration
Statements pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitution or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ Tom
Mikulich
Tom
Mikulich
|
|
President
(Principal Executive Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ Jay
Kulesza
Jay
Kulesza
|
|
Vice President and Chief Financial
Officer
(Principal Financial and Accounting Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ J.
Terrence Lanni
J.
Terrence Lanni
|
|
Chairman of the Board
|
|
July 21, 2006
|
|
|
|
|
|
/s/ James
J. Murren
James
J. Murren
|
|
Director
|
|
July 21, 2006
|
|
|
|
|
|
/s/ Gary
N. Jacobs
Gary
N. Jacobs
|
|
Director
|
|
July 21, 2006
|
II-33
Pursuant to the requirements of the Securities Act of 1933, as
amended, the entities listed below have duly caused this
registration statement to be signed on each of their behalf by
the undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on July 21, 2006.
RAILROAD PASS INVESTMENT GROUP
|
|
|
|
By:
|
M.S.E. INVESTMENTS, INCORPORATED
|
General Partner
|
|
|
|
By:
|
LAST CHANCE INVESTMENTS,
INCORPORATED
|
General Partner
|
|
|
|
By:
|
GOLDSTRIKE INVESTMENTS,
INCORPORATED
|
General Partner
JEAN DEVELOPMENT COMPANY
|
|
|
|
By:
|
M.S.E. INVESTMENTS, INCORPORATED
|
General Partner
|
|
|
|
By:
|
LAST CHANCE INVESTMENTS,
INCORPORATED
|
General Partner
|
|
|
|
By:
|
GOLDSTRIKE INVESTMENTS,
INCORPORATED
|
General Partner
|
|
|
|
By:
|
/s/ J.
Terrence Lanni
|
J. Terrence Lanni
President of each General Partner of Railroad
Pass Investment Group and
Jean Development Company
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact
and agents, each with full power and substitution and
resubstitution, for him and in his name, place and
II-34
stead, in any and all capacities, to sign any and all amendments
to this Registration Statement, and any additional Registration
Statements pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitution or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ J.
Terrence Lanni
J.
Terrence Lanni
|
|
President and Chairman of the
Board of each
General Partner of Railroad Pass Investment
Group and Jean Development Company
(Principal Executive Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ James
J. Murren
James
J. Murren
|
|
Treasurer and Director of each
General
Partner of Railroad Pass Investment
Group and Jean Development Company
(Principal Financial and Accounting Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ Gary
N. Jacobs
Gary
N. Jacobs
|
|
Director of each General Partner
of Railroad
Pass Investment Group and Jean
Development Company
|
|
July 21, 2006
|
II-35
Pursuant to the requirements of the Securities Act of 1933, as
amended, the entities listed below have duly caused this
registration statement to be signed on each of their behalf by
the undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on July 21, 2006.
JEAN DEVELOPMENT NORTH
|
|
|
|
By:
|
M.S.E. INVESTMENTS, INCORPORATED
|
General Partner
|
|
|
|
By:
|
LAST CHANCE INVESTMENTS,
|
INCORPORATED
General Partner
|
|
|
|
By:
|
GOLDSTRIKE INVESTMENTS,
|
INCORPORATED
General Partner
General Partner
JEAN DEVELOPMENT WEST
|
|
|
|
By:
|
M.S.E. INVESTMENTS, INCORPORATED
|
General Partner
|
|
|
|
By:
|
LAST CHANCE INVESTMENTS,
|
INCORPORATED
General Partner
|
|
|
|
By:
|
GOLDSTRIKE INVESTMENTS,
|
INCORPORATED
General Partner
General Partner
GOLD STRIKE L.V.
|
|
|
|
By:
|
M.S.E. INVESTMENTS, INCORPORATED
|
General Partner
|
|
|
|
By:
|
LAST CHANCE INVESTMENTS,
|
INCORPORATED
General Partner
|
|
|
|
By:
|
GOLDSTRIKE INVESTMENTS,
|
INCORPORATED
General Partner
General Partner
|
|
|
|
By:
|
/s/ J.
Terrence Lanni
|
J. Terrence Lanni
President of each General
Partner of Jean Development North, Jean Development West and
Gold Strike L.V.
II-36
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ J.
Terrence Lanni
J.
Terrence Lanni
|
|
President and Chairman of the
Board of each General Partner of Jean Development North, Jean
Development West and Gold Strike L.V.(Principal Executive
Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ James
J. Murren
James
J. Murren
|
|
Treasurer and Director of each
General Partner of Jean Development North, Jean Development West
and Gold Strike L.V. (Principal Financial and Accounting Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ Gary
N. Jacobs
Gary
N. Jacobs
|
|
Director of each General Partner
ofJean Development North, Jean Development West and Gold Strike
L.V.
|
|
July 21, 2006
|
II-37
Pursuant to the requirements of the Securities Act of 1933, as
amended, the entities listed below have duly caused this
registration statement to be signed on each of their behalf by
the undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on July 21, 2006.
JEAN FUEL COMPANY WEST
|
|
|
|
By:
|
M.S.E. INVESTMENTS, INCORPORATED
|
General Partner
|
|
|
|
By:
|
LAST CHANCE INVESTMENTS,
|
INCORPORATED
General Partner
|
|
|
|
By:
|
GOLDSTRIKE INVESTMENTS,
|
INCORPORATED
General Partner
|
|
|
|
By:
|
OASIS DEVELOPMENT COMPANY, INC.
|
General Partner
GOLD STRIKE FUEL COMPANY
|
|
|
|
By:
|
M.S.E. INVESTMENTS, INCORPORATED
|
General Partner
|
|
|
|
By:
|
LAST CHANCE INVESTMENTS,
|
INCORPORATED
General Partner
|
|
|
|
By:
|
GOLDSTRIKE INVESTMENTS,
|
INCORPORATED
General Partner
|
|
|
|
By:
|
OASIS DEVELOPMENT COMPANY, INC.
|
General Partner
|
|
|
|
By:
|
/s/ J.
Terrence Lanni
|
J. Terrence Lanni
President of each General Partner of Jean Fuel Company West
and Gold Strike Fuel Company
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
II-38
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ J.
Terrence Lanni
J.
Terrence Lanni
|
|
President and Chairman of the
Board of each General Partner of Jean Fuel Company West and Gold
Strike Fuel Company (Principal Executive Officer)
|
|
July 21, 2006
|
|
|
|
|
|
/s/ James
J. Murren
James
J. Murren
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Treasurer and Director of each
General Partner of Jean Fuel Company West and Gold Strike Fuel
Company (Principal Financial and Accounting Officer)
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July 21, 2006
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/s/ Gary
N. Jacobs
Gary
N. Jacobs
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