UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MGM RESORTS INTERNATIONAL
(Exact name of registrant as specified in its charter)
Delaware | 88-0215232 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
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)
See Table of Additional Registrants Below
John M. McManus, Esq.
Executive Vice President, General Counsel and Secretary
MGM Resorts International
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:
Rod Miller, Esq.
Milbank, Tweed, Hadley & McCloy LLP
28 Liberty Street
New York, New York 10005
(212) 530-5000
Approximate date of commencement of proposed sale to the public : From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging Growth Company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title Of Each Class of Securities To Be Registered |
Amount
To Be
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Proposed
Maximum Offering Price per Unit(1) |
Proposed
Maximum Aggregate Offering Price(1) |
Amount of
Registration Fee(2) |
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Common Stock, par value $0.01 per share |
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Debt Securities |
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Guarantees of Debt Securities(3) |
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Warrants |
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Units |
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Rights to Purchase Common Stock |
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Securities Purchase Contracts |
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(1) | Omitted pursuant to General Instruction II.E. of Form S-3. There are being registered under this Registration Statement such indeterminate principal amount or number of shares of common stock, debt securities, guarantees of debt securities, warrants, units, rights to purchase common stock and securities purchase contracts as may be sold by the registrants or by selling securityholders from time to time. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. Pursuant to Rule 457(i) under the Securities Act, the securities registered hereunder also include such indeterminate number of shares of common stock as may be issued upon conversion or exchange of any debt securities registered hereunder that provide for conversion or exchange or upon exercise of warrants. No separate consideration will be received for the common stock issued upon such conversion or exchange. In addition, pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, anti-dilution adjustments, stock dividends, or similar transactions. |
(2) | In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of all of the registration fee. |
(3) | Guarantees of debt securities may be issued by those direct and indirect subsidiaries of MGM Resorts International listed on the following page under the caption Table of Additional Registrants. Pursuant to Rule 457(n), no separate registration fee is payable in respect of the registration of the guarantees. |
TABLE OF ADDITIONAL REGISTRANTS
Exact Name of Registrant as Specified in Its Charter* |
State or Other
Jurisdiction of Incorporation or Organization |
I.R.S. Employer
Number |
||||
550 Leasing Company II, LLC |
Nevada | 27-2301518 | ||||
AC Holding Corp. |
Nevada | 88-0220212 | ||||
AC Holding Corp. II |
Nevada | 88-0220229 | ||||
Arena Land Holdings, LLC |
Nevada | 80-0935801 | ||||
Aria Resort & Casino, LLC |
Nevada | 20-5396350 | ||||
Beau Rivage Resorts, LLC |
Mississippi | 81-1177162 | ||||
Bellagio, LLC, dba Bellagio |
Nevada | 94-3373852 | ||||
Circus Circus Casinos, Inc., dba Circus Circus Hotel and Casino-Las Vegas |
Nevada | 88-0191825 | ||||
CityCenter Facilities Management, LLC |
Nevada | 27-3246985 | ||||
CityCenter Realty Corporation |
Nevada | 20-5106648 | ||||
CityCenter Retail Holdings Management, LLC |
Nevada | 74-3242574 | ||||
Destron, Inc. |
Nevada | 88-0234293 | ||||
Diamond Gold, Inc. |
Nevada | 88-0242688 | ||||
Gold Strike L.V. |
Nevada | 88-0343891 | ||||
Grand Garden Arena Management, LLC |
Nevada | 47-1783973 | ||||
Grand Laundry, Inc. |
Nevada | 88-0298834 | ||||
Las Vegas Arena Management, LLC |
Nevada | 47-1343574 | ||||
LV Concrete Corp. |
Nevada | 88-0337406 | ||||
MAC, Corp. |
New Jersey | 22-3424950 | ||||
Mandalay Bay, LLC |
Nevada | 88-0384693 | ||||
Mandalay Employment, LLC |
Nevada | 26-2196014 | ||||
Mandalay Place, LLC |
Nevada | 88-0383769 | ||||
Mandalay Resort Group |
Nevada | 88-0121916 | ||||
Marina District Development Company, LLC, dba The Borgata Hotel Casino & Spa |
New Jersey | 22-3598642 | ||||
Marina District Development Holding Co., LLC |
New Jersey | 22-3767831 | ||||
Metropolitan Marketing, LLC |
Nevada | 22-3756320 | ||||
MGM CC, LLC |
Nevada | 47-5658144 | ||||
MGM Elgin Sub, Inc. |
Nevada | 47-5678462 | ||||
MGM Grand Condominiums, LLC |
Nevada | 55-0806676 | ||||
MGM Grand Condominiums II, LLC |
Nevada | 20-2116101 | ||||
MGM Grand Condominiums III, LLC |
Nevada | 05-0627790 | ||||
MGM Grand Detroit, Inc. |
Delaware | 91-1829051 | ||||
MGM Grand Hotel, LLC, dba MGM Grand Hotel & Casino |
Nevada | 94-3373856 | ||||
MGM Hospitality, LLC |
Nevada | 20-8588249 | ||||
MGM International, LLC |
Nevada | 20-5581298 | ||||
MGM Lessee, LLC |
Delaware | 81-1191134 | ||||
MGM Public Policy, LLC |
Nevada | 47-1756597 | ||||
MGM Resorts Advertising, Inc. |
Nevada | 88-0162200 | ||||
MGM Resorts Arena Holdings, LLC |
Nevada | 80-0934685 | ||||
MGM Resorts Aviation Corp. |
Nevada | 88-0173596 | ||||
MGM Resorts Corporate Services |
Nevada | 88-0225681 | ||||
MGM Resorts Design & Development |
Nevada | 88-0406202 | ||||
MGM Resorts Development, LLC |
Nevada | 88-0368826 | ||||
MGM Resorts Festival Grounds, LLC |
Nevada | 90-0989374 | ||||
MGM Resorts Festival Grounds II, LLC |
Nevada | 46-5544886 | ||||
MGM Resorts Global Development, LLC |
Nevada | 26-3463682 | ||||
MGM Resorts Interactive, LLC |
Nevada | 45-3690532 | ||||
MGM Resorts International Marketing, Inc. |
Nevada | 86-0868640 |
MGM Resorts International Operations, Inc. |
Nevada | 88-0471660 | ||||
MGM Resorts Land Holdings, LLC |
Nevada | 51-0649237 | ||||
MGM Resorts Manufacturing Corp. |
Nevada | 88-0195439 | ||||
MGM Resorts Mississippi, LLC |
Mississippi | 64-0831942 | ||||
MGM Resorts Regional Operations, LLC |
Nevada | 47-1729937 | ||||
MGM Resorts Retail |
Nevada | 88-0385232 | ||||
MGM Resorts Sub 1, LLC |
Nevada | 47-1743577 | ||||
MGM Resorts Sub A, LLC |
Nevada | 82-4505598 | ||||
MGM Resorts Sub B, LLC |
Nevada | 82-4515273 | ||||
MGM Resorts Venue Management, LLC |
Nevada | 47-1795517 | ||||
MGM Springfield, LLC |
Massachusetts | 45-4315066 | ||||
MH, Inc., dba Shadow Creek |
Nevada | 88-0245162 | ||||
M.I.R. Travel |
Nevada | 88-0276369 | ||||
Mirage Laundry Services Corp. |
Nevada | 88-0287118 | ||||
Mirage Resorts, LLC |
Nevada | 88-0058016 | ||||
MMNY Land Company, Inc. |
New York | 33-1043606 | ||||
M.S.E. Investments, Incorporated |
Nevada | 88-0142077 | ||||
Nevada Landing Partnership |
Illinois | 88-0311065 | ||||
New Castle, LLC |
Nevada | 88-0239831 | ||||
New York-New York Hotel & Casino, LLC, dba New York-New York Hotel & Casino |
Nevada | 88-0329896 | ||||
New York-New York Tower, LLC |
Nevada | 84-1646058 | ||||
Park District Holdings, LLC |
Nevada | 80-0938347 | ||||
Park Theater, LLC |
Nevada | 47-1777621 | ||||
PRMA, LLC |
Nevada | 88-0430017 | ||||
PRMA Land Development Company, dba Primm Valley Golf Club |
Nevada | 88-0325842 | ||||
Project CC, LLC |
Nevada | 84-1669056 | ||||
Ramparts, LLC |
Nevada | 88-0237030 | ||||
Signature Tower I, LLC |
Nevada | 20-5382807 | ||||
Signature Tower 2, LLC |
Nevada | 26-3300673 | ||||
Signature Tower 3, LLC |
Nevada | 26-3300756 | ||||
The Mirage Casino-Hotel, LLC |
Nevada | 81-1191306 | ||||
The Signature Condominiums, LLC |
Nevada | 33-1129331 | ||||
Tower B, LLC |
Nevada | 42-1747200 | ||||
Tower C, LLC |
Nevada | 42-1747202 | ||||
Vdara Condo Hotel, LLC |
Nevada | 20-8277206 | ||||
Vendido, LLC |
Nevada | 45-4205677 | ||||
Victoria Partners, dba Monte Carlo Resort and Casino |
Nevada | 88-0346764 | ||||
VidiAd |
Nevada | 88-0428375 | ||||
Vintage Land Holdings, LLC |
Nevada | 20-8920761 | ||||
Vintage Land Holdings II, LLC |
Nevada | 26-0181763 |
* | Each additional registrant is a direct or indirect subsidiary of MGM Resorts International. The address, including zip code, and telephone number, including area code, of each registrants principal executive offices is c/o MGM Resorts International, 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109, telephone (702) 693-7120. The name, address, and telephone number of the agent for service for each additional registrant is John M. McManus, Executive Vice President, General Counsel and Secretary, MGM Resorts International, 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109, telephone (702) 693-7120. |
PROSPECTUS
MGM RESORTS INTERNATIONAL
Common Stock
Debt Securities
Guarantees
Warrants
Units
Rights to Purchase Common Stock
Securities Purchase Contracts
We and the selling securityholders identified in any prospectus supplement may, from time to time, offer to sell shares of our common stock, par value $0.01 per share, debt securities, which may be senior, senior subordinated or subordinated and which may be convertible into shares of our common stock or other debt securities, warrants, rights to purchase common stock or securities purchase contracts. This prospectus also covers guarantees, if any, of our obligations under any debt securities, which may be given by one or more of our subsidiaries. Our common stock is listed and traded on the New York Stock Exchange under the symbol MGM.
We may offer the securities separately or as units, in separate series or classes and in amounts, at prices and on terms to be described in one or more supplements to this prospectus as well as the documents incorporated or deemed to be incorporated by reference in this prospectus. We will describe in a prospectus supplement, which must accompany this prospectus, the securities we are offering and selling, as well as the specifications of the securities.
Investing in our securities involves risks. You should carefully read and consider the risk factors included in our periodic reports, in any prospectus supplement relating to any specific offering of securities and in other documents that we file with the Securities and Exchange Commission. See Risk Factors on page 5 of this prospectus.
This prospectus describes only some of the general terms that may apply to these securities. The specific terms of any securities to be offered, and any other information relating to a specific offering, will be set forth in a supplement to this prospectus, in other offering material related to the securities or in one or more documents incorporated or deemed to be incorporated by reference in this prospectus. You should read this prospectus and any prospectus supplement, as well as the documents incorporated or deemed to be incorporated by reference in this prospectus and any prospectus supplement, carefully before you invest.
We or any selling security holder may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis.
Our principal executive offices are located at 3600 Las Vegas Boulevard South, Las Vegas, Nevada, 89109. Our telephone number is (702) 693-7120.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. 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 New Jersey Division of Gaming Enforcement, the Michigan Gaming Control Board, the Mississippi Gaming Commission, the Illinois Gaming Board, the Maryland Lottery and Gaming Control Commission, the Massachusetts Gaming Commission nor any other gaming authority has passed upon the accuracy or adequacy of this prospectus 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 March 1, 2018.
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This prospectus is part of an automatic shelf registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the SEC), as a well-known seasoned issuer as defined in Rule 405 under the Securities Act of 1933, as amended (the Securities Act). By using a shelf registration statement, we may sell, at any time and from time to time, in one or more offerings, one or any combination of the securities described in this prospectus and any accompanying prospectus supplement. As allowed by the SEC rules, this prospectus and any accompanying prospectus supplement does not contain all of the information included in the registration statement. For further information, we refer you to the registration statement, including its exhibits, as well as any accompanying prospectus supplement and any documents incorporated by reference herein or therein. Statements contained in this prospectus and any accompanying prospectus supplement about the provisions or contents of any agreement or other document are not necessarily complete. If the SECs rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of the related matters.
You should read this prospectus and any prospectus supplement together with any documents incorporated by reference and any additional information you may need to make your investment decision. You should also read and carefully consider the information in the documents we have referred you to in Where You Can Find More Information and Incorporation by Reference below. Information incorporated by reference after the date of this prospectus is considered a part of this prospectus and may add, update or change information contained in this prospectus. The information in this prospectus, any accompanying prospectus supplement or any document incorporated by reference herein or therein by reference is accurate only as of the date contained on the cover of the such documents. Neither the delivery of this prospectus nor any accompanying prospectus supplement, nor any sale made under this prospectus and any accompanying prospectus supplement will, under any circumstances, imply that the information in this prospectus or any accompanying prospectus supplement is correct as of any date after this prospectus or any accompanying prospectus supplement. Our business, financial condition and results of operations may have changed since that date. Any information in such subsequent filings that is inconsistent with this prospectus or any accompanying prospectus supplement will supersede the information in this prospectus or any accompanying prospectus supplement.
You should rely only on the information incorporated by reference or provided in this prospectus and any accompanying prospectus supplement.
We have not authorized anyone else to provide you with other information. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
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Unless otherwise stated, or the context otherwise requires, references in this prospectus to we, us, our, our company or the company are to MGM Resorts International and its consolidated subsidiaries.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus includes or incorporates by reference forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the Exchange Act). Forward-looking statements can be identified by words such as anticipates, intends, plans, seeks, believes, estimates, expects, will, may and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements we make regarding expected market growth in Macau, our ability to generate significant cash flow and execute on ongoing and future projects, amounts we will spend in capital expenditures and investments, the opening of strategic resort developments, the estimated costs associated with those developments, our expectations with respect to future cash dividends on our common stock, dividends and distributions we will receive from MGM China, MGM Growth Properties Operating Partnership LP (the Operating Partnership) or CityCenter Holdings, LLC (CityCenter) and amounts projected to be realized as deferred tax assets. The foregoing is not a complete list of all forward-looking statements we make.
Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Therefore, we caution you against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, regional, national or global political, economic, business, competitive, market, and regulatory conditions and the following:
| our substantial indebtedness and significant financial commitments, including the fixed component of our rent payments to MGM Growth Properties LLC (MGP), could adversely affect our development options and financial results and impact our ability to satisfy our obligations; |
| current and future economic, capital and credit market conditions could adversely affect our ability to service or refinance our indebtedness and to make planned expenditures; |
| restrictions and limitations in the agreements governing our senior credit facility and other senior indebtedness could significantly affect our ability to operate our business, as well as significantly affect our liquidity; |
| the fact that we are required to pay a significant portion of our cash flows as fixed and percentage rent under the master lease, which could adversely affect our ability to fund our operations and growth, service our indebtedness and limit our ability to react to competitive and economic changes; |
| significant competition we face with respect to destination travel locations generally and with respect to our peers in the industries in which we compete; |
| the fact that our businesses are subject to extensive regulation and the cost of compliance or failure to comply with such regulations could adversely affect our business; |
| the impact on our business of economic and market conditions in the jurisdictions in which we operate and in the locations in which our customers reside; |
| our ability to sustain continued improvement efforts; |
| our ability to pay ongoing regular dividends is subject to the discretion of our board of directors and certain other limitations; |
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| a significant number of our domestic gaming facilities are leased and could experience risks associated with leased property, including risks relating to lease termination, lease extensions, charges and our relationship with the lessor, which could have a material adverse effect on our business, financial position or results of operations; |
| financial, operational, regulatory or other potential challenges that may arise with respect to MGP, as our sole lessor for a significant portion of our properties, may adversely impair our operations; |
| the fact that MGP has adopted a policy under which certain transactions with us, including transactions involving consideration in excess of $25 million, must be approved in accordance with certain specified procedures; |
| restrictions on our ability to have any interest or involvement in gaming businesses in China, Macau, Hong Kong and Taiwan, other than through MGM China; |
| the ability of the Macau government to terminate MGM Grand Paradises subconcession under certain circumstances without compensating MGM Grand Paradise, exercise its redemption right with respect to the subconcession, or refuse to grant MGM Grand Paradise an extension of the subconcession in 2020; |
| the dependence of MGM Grand Paradise upon gaming promoters for a significant portion of gaming revenues in Macau; |
| changes to fiscal and tax policies; |
| our ability to recognize our foreign tax credit deferred tax asset and the variability of the valuation allowance we may apply against such deferred tax asset; |
| extreme weather conditions or climate change may cause property damage or interrupt business; |
| the concentration of a majority of our major gaming resorts on the Las Vegas Strip; |
| the fact that we extend credit to a large portion of our customers and we may not be able to collect such gaming receivables; |
| the potential occurrence of impairments to goodwill, indefinite-lived intangible assets or long-lived assets which could negatively affect future profits; |
| the susceptibility of leisure and business travel, especially travel by air, to global geopolitical events, such as terrorist attacks and other acts of violence or acts of war or hostility; |
| the fact that co-investing in properties, including our investment in CityCenter, decreases our ability to manage risk; |
| the fact that future construction, development, or expansion projects will be subject to significant development and construction risks; |
| our ability to commence operations at MGM Springfield on the required timeline; |
| the fact that our insurance coverage may not be adequate to cover all possible losses that our properties could suffer, our insurance costs may increase and we may not be able to obtain similar insurance coverage in the future; |
| the fact that a failure to protect our trademarks could have a negative impact on the value of our brand names and adversely affect our business; |
| the risks associated with doing business outside of the United States and the impact of any potential violations of the Foreign Corrupt Practices Act or other similar anti-corruption laws; |
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| risks related to pending claims that have been, or future claims that may be brought against us; |
| the fact that a significant portion of our labor force is covered by collective bargaining agreements; |
| the sensitivity of our business to energy prices and a rise in energy prices could harm our operating results; |
| the potential that failure to maintain the integrity of our computer systems and internal customer information could result in damage to our reputation and/or subject us to fines, payment of damages, lawsuits or other restrictions on our use or transfer of data; |
| the potential reputational harm as a result of increased scrutiny related to our corporate social responsibility efforts; |
| the potential failure of future efforts to expand through investments in other businesses and properties or through alliances or acquisitions, or to divest some of our properties and other assets; |
| increases in gaming taxes and fees in the jurisdictions in which we operate; and |
| the potential for conflicts of interest to arise because certain of our directors and officers are also directors of MGM China, which is a publicly traded company listed on the Hong Kong Stock Exchange. |
The forward-looking statements included or incorporated herein are made only as of the date of this prospectus, any prospectus supplement or as of the date of the documents incorporated by reference. Other factors or events not identified above could also cause our actual results to differ materially from those projected. Most of those factors and events are difficult to predict accurately and are generally beyond our control. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 in the section entitled Risk Factors and as may be included from time to time in our reports filed with the SEC. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. If we update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.
You should also be aware that while we from time to time communicate with securities analysts, we do not disclose to them any material non-public information, internal forecasts or other confidential business information. Therefore, you should not assume that we agree with any statement or report issued by any analyst, irrespective of the content of the statement or report. To the extent that reports issued by securities analysts contain projections, forecasts or opinions, those reports are not our responsibility and are not endorsed by us.
MGM Resorts International is a Delaware corporation incorporated in 1986 that acts largely as a holding company and, through subsidiaries, owns and operates integrated casino, hotel, and entertainment resorts across the United States and in Macau. We lease certain of our real estate assets from the Operating Partnership, which is a consolidated subsidiary.
We believe we own or invest in several of the finest casino resorts in the world and we continually reinvest in our resorts to maintain our competitive advantage. We make significant investments in our resorts through newly remodeled hotel rooms, restaurants, entertainment and nightlife offerings, as well as other new features and amenities. We believe we operate the highest quality resorts in each of the markets in which we operate. Ensuring our resorts are the premier resorts in their respective markets requires capital investments to maintain the best possible experiences for our guests. We have two reportable segments based on similar characteristics of
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the operating segments: domestic resorts and MGM China. We currently own and operate 14 resorts in the United States. MGM Chinas operations consist of the MGM Macau resort and casino (MGM Macau) and the MGM Cotai, an integrated casino, hotel and entertainment resort on the Cotai Strip in Macau that opened on February 13, 2018. We have additional business activities, including our investments in unconsolidated affiliates and certain other corporate and management operations. CityCenter is our most significant unconsolidated affiliate, which we also manage for a fee.
Our corporate office is located at 3600 Las Vegas Boulevard South in Las Vegas, Nevada and our phone number is (702) 693-7120. Our website address is http://www.mgmresorts.com. The information on, or accessible through, our website is not part of or incorporated by reference into this prospectus.
Investing in our securities involves a high degree of risk. You should carefully consider the risks described under Risk Factors in Item 1A of our most recent Annual Report on Form 10-K and Item 1A of each subsequently filed Quarterly Report on Form 10-Q and in the other documents incorporated by reference into this prospectus, as well as the other information contained or incorporated by reference in this prospectus and in any accompanying prospectus supplement before making a decision to invest in our securities. See Where You Can Find More Information and Incorporation by Reference.
Except as otherwise provided in the applicable prospectus supplement, we expect to use the net proceeds from the sale of the securities for general corporate purposes, which may include reducing our outstanding indebtedness, increasing our working capital, or funding acquisitions and capital expenditures, subject to the terms of our senior credit facility and our other indebtedness. Additional information on the use of net proceeds from the sale of securities offered by this prospectus may be set forth in the applicable prospectus supplement relating to such offering.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for the periods indicated:
For the Years Ended December 31, | ||||||||||||||||||||
2013 | 2014 | 2015 | 2016 | 2017 | ||||||||||||||||
Ratio of earnings to fixed charges(1) |
1.25X | 1.5X | (2) | 1.84X | 1.90X |
(1) | Earnings consist of income from continuing operations before income taxes and fixed charges, adjusted to exclude capitalized interest and preference security dividend requirements of consolidated subsidiaries. Fixed charges consist of interest, whether expensed or capitalized, amortization of debt discounts, premiums and issuance costs, and preference security dividend requirements of consolidated subsidiaries. Interest expense does not include the interest factor of rental expense as these amounts are not material. Preference security dividend is the amount of pretax earnings that is required to pay the dividends as well as the accretion of the carrying value of redeemable noncontrolling interest, both relating to the non-voting economic interests of MGM National Harbor. |
(2) | Earnings were inadequate to cover fixed charges by $1.26 billion for the year ended December 31, 2015. |
We had no preferred stock outstanding for any period presented, and accordingly our ratio of earnings to combined fixed charges and preferred stock dividends is the same as our ratio of earnings to fixed charges for all periods presented.
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We will set forth in the applicable prospectus supplement a description of the debt securities, guarantees of debt securities, common stock, warrants, units, rights to purchase common stock and securities purchase contracts that may be offered under this prospectus.
Debt securities will be governed by and issued under one or more indentures between us and U.S. Bank National Association, as trustee, or another trustee named in the prospectus supplement, which may include the Indenture dated March 22, 2012 between us and U.S. Bank National Association, as trustee (the Indenture). Unless we specify otherwise in the applicable prospectus supplement, the Indenture is a contract between us, as obligor, U.S. Bank National Association, as trustee, or another trustee chosen by us and qualified to act under the Trust Indenture Act of 1939, and any of our subsidiaries which guarantee our obligations under the Indenture. A copy of the Indenture is filed as an exhibit to the registration statement of which this prospectus is a part. Any supplemental Indenture relating to the Indenture will be filed in the future with the SEC. See Where You Can Find Additional Information for information on how to obtain a copy.
Information about selling securityholders, where applicable, will be set forth in an accompanying prospectus supplement, in a post-effective amendment, or in filings we make with the SEC under the Exchange Act that are incorporated by reference into this prospectus.
We and the selling securityholders may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. We will provide the specific plan of distribution for any securities to be offered in an accompanying prospectus supplement.
The validity of the securities offered hereby will be passed upon for us by Milbank, Tweed, Hadley & McCloy LLP, New York, New York.
The consolidated financial statements and the related financial statement schedule of MGM Resorts International and subsidiaries incorporated in this prospectus by reference from MGM Resorts Internationals Annual Report on Form 10-K and the effectiveness of MGM Resorts Internationals internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such financial statements and financial statement schedule have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.
The consolidated financial statements of CityCenter Holdings, LLC incorporated in this prospectus by reference from MGM Resorts Internationals Annual Report on Form 10-K have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. The public may read and copy any materials filed with the SEC at the SECs Public Reference Room at Station Place, 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains an Internet web site that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC. The public can obtain any documents that we file electronically with the SEC at http://www.sec.gov.
We also make available, free of charge, on or through our Internet web site (http://www.mgmresorts.com) our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements on Schedule 14A and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our web site and the information contained on our web site, or connected to our web site, are not incorporated into and are not a part of this prospectus. In addition, you may request copies of these filings at no cost through our Secretary: John McManus, Executive Vice President, General Counsel and Secretary, MGM Resorts International, 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109; telephone number: (702) 693-7120.
We filed a registration statement and related exhibits on Form S-3 relating to the securities covered by this prospectus. 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.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We incorporate by reference the documents listed below and any future filings made with the SEC by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until the completion of this offering (except any portions of such filings that are not deemed to be filed under such sections):
| Our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed on March 1, 2018; |
| The information responsive to Part III of Form 10-K for the fiscal year ended December 31, 2016 provided in our Proxy Statement on Schedule 14A filed on April 29, 2017; |
| Our Current Report on Form 8-K filed on January 25, 2018; and |
| The description of our common stock contained in our Registration Statement on Form 8-A/A filed with the SEC on May 11, 2005. |
All documents and reports filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and on or before the time that an offering of securities is complete 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 document or report 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). To obtain copies of these filings, see Where You Can Find More Information.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. | Other Expenses of Issuance and Distribution. |
The following table is an itemization of the fees and expenses incurred or expected to be incurred in connection with the issuance and distribution of the securities being registered. The Registrant will bear all expenses of the offering of the securities registered hereby and all but the SEC registration fee are estimates and remain subject to future contingencies.
* | In accordance with Rule 456(b) and as set forth in footnote (1) to the Calculation of Registration Fee table on the front cover page of this registration statement, we are deferring payment of the registration fee for the securities offered by this prospectus. |
** | These fees are calculated based on the securities offered and the number of issuances. Therefore, these fees cannot be estimated at this time. |
Item 15. | Indemnification of Directors and Officers. |
Section 145 of the Delaware General Corporation Law (the DGCL) provides that a corporation may indemnify directors and officers, as well as other employees and individuals, against expenses, including attorneys fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of such corporation. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any certificate of incorporation, bylaws, agreement, vote of stockholders or disinterested directors or otherwise.
Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability: (i) for any breach of the directors duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for payments of unlawful dividends or unlawful stock repurchases, redemptions or other distributions or (iv) for any transactions from which the director derived an improper personal benefit.
The amended and restated certificate of incorporation of MGM Resorts International provides that MGM Resorts International will indemnify its directors and officers to the fullest extent permitted by law and that no director shall be liable for monetary damages to MGM Resorts International or its stockholders for any breach of fiduciary duty, except to the extent provided by applicable law. Article II, Section 12 of the Amended and Restated Bylaws of MGM Resorts International provides for indemnification of persons to the extent permitted by the DGCL.
The law of the state of incorporation and/or the provisions of the certificates of incorporation, the bylaws, the limited liability company agreements or the general partnership agreements, as applicable, of all of the subsidiaries listed in the Table of Additional Registrants included in the Registration Statement, provide for the
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limitation of liability and indemnification of officers, directors, managers and persons performing similar functions, as applicable, of the subsidiaries similar to those described above.
MGM Resorts International maintains standard policies of directors and officers liability insurance and has also entered into indemnification agreements with its directors and officers. Subject to certain limited exceptions, under these agreements MGM Resorts International will be obligated, to the fullest extent not prohibited by the DGCL, to indemnify such directors and officers against all expenses, judgments, fines and penalties incurred in connection with the defense or settlement of any actions brought against them by reason of the fact they were directors and officers of MGM Resorts International.
Item 16. | Exhibits. |
* | To be filed by amendment or as an exhibit to a document filed by MGM Resorts International under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference. |
** | Filed herewith. |
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Item 17. | Undertakings. |
1. The undersigned Registrant hereby undertakes:
(a) 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. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; and
(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 paragraphs (a)(i), (a)(ii) and (a)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(b) 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; and
(c) 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.
2. The undersigned Registrant hereby undertakes that, for the purpose of determining liability under the Securities Act to any purchaser:
(a) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(b) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided , however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the
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registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; and
3. For the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(a) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(b) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
(c) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the Registrant; and
(d) Any other communication that is an offer in the offering made by the Registrant to the purchaser.
4. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrants annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
5. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the 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 whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
6. The undersigned Registrant hereby undertakes to supplement the prospectus, after the expiration of any warrant or right subscription period, to set forth the results of any warrant or right subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.
7. The undersigned Registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (Act) in accordance with the rules and regulations prescribed by the SEC under section 305(b)(2) of the Act.
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Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts International certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MGM RESORTS INTERNATIONAL | ||
By: |
* |
|
James J. Murren | ||
Chairman of the Board and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
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SIGNATURE |
TITLE |
|
* Alexis M. Herman |
Director |
|
* Roland Hernandez |
Director |
|
* William Grounds |
Director |
|
* John Kilroy |
Director |
|
* Rose McKinney-James |
Director |
|
* Daniel J. Taylor |
Director |
|
* Greg Spierkel |
Director |
|
* Mary Chris Gay |
Director |
*By: |
/s/ Andrew Hagopian III |
|
Name: Andrew Hagopian III | ||
Title: Attorney-in-Fact |
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Pursuant to the requirements of the Securities Act of 1933, as amended, each of the entities listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
AC HOLDING CORP. AC HOLDING CORP II DIAMOND GOLD, INC. LV CONCRETE CORP. MANDALAY RESORT GROUP MGM RESORTS CORPORATE SERVICES MGM RESORTS MANUFACTURING CORP. MH, INC. M.I.R. TRAVEL MIRAGE LAUNDRY SERVICES CORP. MMNY LAND COMPANY, INC. M.S.E. INVESTMENTS, INCORPORATED PRMA LAND DEVELOPMENT COMPANY |
||
By: |
/s/ Daniel J. DArrigo |
|
Daniel J. DArrigo | ||
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of each Registrant which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ James J. Murren James J. Murren |
President and Director (Principal Executive Officer) |
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SIGNATURE | TITLE | |
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ William J. Hornbuckle William J. Hornbuckle |
Director |
|
/s/ Corey Sanders Corey Sanders |
Director |
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Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Grand Detroit, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MGM GRAND DETROIT, INC. | ||
By: |
/s/ Daniel J. DArrigo |
|
Daniel J. DArrigo | ||
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ James J. Murren James J. Murren |
Chief Executive Officer and Director (Principal Executive Officer) |
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Corey Sanders Corey Sanders |
Director |
|
/s/ Anton Nikodemus Anton Nikodemus |
Director |
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Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts Aviation Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MGM RESORTS AVIATION CORP. | ||
By: |
/s/ Daniel J. DArrigo |
|
Daniel J. DArrigo | ||
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Robert H. Baldwin Robert H. Baldwin |
President and Chief Operating Officer (Principal Executive Officer) |
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Corey Sanders Corey Sanders |
Director |
|
/s/ James J. Murren James J. Murren |
Director |
|
/s/ William J. Hornbuckle William J. Hornbuckle |
Director |
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Pursuant to the requirements of the Securities Act of 1933, as amended, Circus Circus Casinos, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
CIRCUS CIRCUS CASINOS, INC. | ||
By: |
/s/ Allison Rankin |
|
Allison Rankin | ||
Vice President and Chief Financial Officer | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Eric Fitzgerald Eric Fitzgerald |
President and Chief Operating Officer
|
|
/s/ Allison Rankin Allison Rankin |
Vice President and Chief Financial Officer
|
|
/s/ William J. Hornbuckle William J. Hornbuckle |
Director |
|
/s/ James J. Murren James J. Murren |
Director |
|
/s/ Corey Sanders Corey Sanders |
Director |
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Pursuant to the requirements of the Securities Act of 1933, as amended, CityCenter Realty Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
CITYCENTER REALTY CORPORATION | ||
By: |
/s/ Daniel J. DArrigo |
|
Daniel J. DArrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Robert H. Baldwin Robert H. Baldwin |
President (Principal Executive Officer) |
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ William J. Hornbuckle William J. Hornbuckle |
Director |
|
/s/ Corey Sanders Corey Sanders |
Director |
|
/s/ James J. Murren James J. Murren |
Director |
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Pursuant to the requirements of the Securities Act of 1933, as amended, each of the entities listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
DESTRON, INC. MGM RESORTS INTERNATIONAL MARKETING, INC. |
||
By: |
/s/ Daniel J. DArrigo |
|
Daniel J. DArrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of each Registrant which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Albert Faccinto, Jr. Albert Faccinto, Jr. |
President and Chief Operating Officer
|
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance
|
|
/s/ William J. Hornbuckle William J. Hornbuckle |
Director |
|
/s/ Corey Sanders Corey Sanders |
Director |
|
/s/ James J. Murren James J. Murren |
Director |
II-13
Pursuant to the requirements of the Securities Act of 1933, as amended, Grand Laundry, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
GRAND LAUNDRY, INC. | ||
By: |
/s/ Daniel J. DArrigo |
|
Daniel J. DArrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Scott Sibella Scott Sibella |
President
|
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance
|
|
/s/ William J. Hornbuckle William J. Hornbuckle |
Director |
|
/s/ Corey Sanders Corey Sanders |
Director |
|
/s/ James J. Murren James J. Murren |
Director |
II-14
Pursuant to the requirements of the Securities Act of 1933, as amended, Mandalay Bay, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MANDALAY BAY, LLC | ||
By: | /s/ Chuck Bowling | |
Chuck Bowling | ||
President and Chief Operating Officer | ||
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Chuck Bowling Chuck Bowling |
President and Chief Operating Officer
|
|
/s/ Doug Sandoval Doug Sandoval |
Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ William J. Hornbuckle William J. Hornbuckle |
Director of Mandalay Resort Group |
|
/s/ Corey Sanders Corey Sanders |
Director of Mandalay Resort Group |
|
/s/ James J. Murren James J. Murren |
Director of Mandalay Resort Group |
II-15
Pursuant to the requirements of the Securities Act of 1933, as amended, each of the entities listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MGM RESORTS ADVERTISING, INC. VIDIAD |
||
By: | /s/ Daniel J. DArrigo | |
Daniel J. DArrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of each Registrant which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ William J. Hornbuckle William J. Hornbuckle |
President and Director
|
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance
|
|
/s/ Corey Sanders Corey Sanders |
Director |
|
/s/ James J. Murren James J. Murren |
Director |
II-16
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts Design & Development certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MGM RESORTS DESIGN & DEVELOPMENT | ||
By: |
/s/ Al Palardy |
|
Al Palardy | ||
Vice President and | ||
Chief Financial Officer | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ William Ham William Ham |
President
|
|
/s/ Al Palardy Al Palardy |
Vice President and Chief Financial Officer
|
|
/s/ Corey Sanders Corey Sanders |
Director |
|
/s/ James J. Murren James J. Murren |
Director |
|
/s/ William J. Hornbuckle William J. Hornbuckle |
Director |
II-17
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts International Operations, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MGM RESORTS INTERNATIONAL OPERATIONS, INC. | ||
By: | /s/ Daniel J. DArrigo | |
Daniel J. DArrigo | ||
Executive Vice President of Finance and Chief Financial Officer |
||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ William J. Hornbuckle William J. Hornbuckle |
President and Director
|
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance and
Chief Financial Officer
|
|
/s/ Corey Sanders Corey Sanders |
Director |
|
/s/ James J. Murren James J. Murren |
Director |
II-18
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts Retail certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MGM RESORTS RETAIL | ||
By: |
/s/ Daniel J. DArrigo |
|
Daniel J. DArrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Corey Sanders Corey Sanders |
President, Chief Operating Officer and
|
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance
(Principal Financial Officer and
|
|
/s/ William J. Hornbuckle William J. Hornbuckle |
Director |
|
/s/ James J. Murren James J. Murren |
Director |
II-19
Pursuant to the requirements of the Securities Act of 1933, as amended, New Castle, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
NEW CASTLE, LLC | ||
By: | /s/ Ann Hoff | |
Ann Hoff | ||
President and Chief Operating Officer | ||
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Ann Hoff Ann Hoff |
President and Chief Operating Officer
|
|
/s/ Sheri Cherubino Sheri Cherubino |
Vice President and Chief Financial Officer
|
|
/s/ William J. Hornbuckle William J. Hornbuckle |
Director of Mandalay Resort Group |
|
/s/ James J. Murren James J. Murren |
Director of Mandalay Resort Group |
|
/s/ Corey Sanders Corey Sanders |
Director of Mandalay Resort Group |
II-20
Pursuant to the requirements of the Securities Act of 1933, as amended, Ramparts, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
RAMPARTS, LLC | ||
By: | /s/ Nik Rytterstrom | |
Nik Rytterstrom | ||
President and Chief Operating Officer | ||
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Nik Rytterstrom Nik Rytterstrom |
President and Chief Operating Officer
|
|
/s/ Mark Lefever Mark Lefever |
Vice President and Chief Financial Officer
|
|
/s/ William J. Hornbuckle William J. Hornbuckle |
Director of Mandalay Resort Group |
|
/s/ James J. Murren James J. Murren |
Director of Mandalay Resort Group |
|
/s/ Corey Sanders Corey Sanders |
Director of Mandalay Resort Group |
II-21
Pursuant to the requirements of the Securities Act of 1933, as amended, Mandalay Employment, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MANDALAY EMPLOYMENT, LLC | ||
By: |
Mandalay Resort Group | |
Its: |
Member | |
By: | /s/ Daniel J. DArrigo | |
Daniel J. DArrigo | ||
Executive Vice President of Finance of | ||
Mandalay Resort Group | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ James J. Murren James J. Murren |
President and Director of
Mandalay Resort Group
|
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance of
Mandalay Resort Group
|
|
/s/ William J. Hornbuckle William J. Hornbuckle |
Director of Mandalay Resort Group |
|
/s/ Corey Sanders Corey Sanders |
Director of Mandalay Resort Group |
II-22
Pursuant to the requirements of the Securities Act of 1933, as amended, Nevada Landing Partnership certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
NEVADA LANDING PARTNERSHIP | ||
By: |
M.S.E. Investments, Incorporated | |
Its: |
General Partner | |
By: |
Diamond Gold, Inc. | |
Its: |
General Partner | |
By: | /s/ Daniel J. DArrigo | |
Daniel J. DArrigo | ||
Executive Vice President of Finance of each General Partner of |
||
Nevada Landing Partnership | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ James J. Murren James J. Murren |
President and Director of each General Partner
of Nevada Landing Partnership
|
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance of each
|
II-23
SIGNATURE | TITLE | |
/s/ William J. Hornbuckle William J. Hornbuckle |
Director of each General Partner of Nevada Landing Partnership |
|
/s/ Corey Sanders Corey Sanders |
Director of each General Partner of Nevada Landing Partnership |
II-24
Pursuant to the requirements of the Securities Act of 1933, as amended, each of the entities listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
METROPOLITAN MARKETING, LLC | ||
MGM RESORTS LAND HOLDINGS, LLC | ||
PRMA, LLC | ||
VINTAGE LAND HOLDINGS, LLC | ||
VINTAGE LAND HOLDINGS II, LLC | ||
By: | /s/ Daniel J. DArrigo | |
Daniel J. DArrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned managers and officers of each Registrant which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ James J. Murren James J. Murren |
President and Manager (Principal Executive Officer) |
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Corey Sanders Corey Sanders |
Manager |
II-25
Pursuant to the requirements of the Securities Act of 1933, as amended, 550 Leasing Company II certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
550 LEASING COMPANY II, LLC | ||
By: | /s/ Daniel J. DArrigo | |
Daniel J. DArrigo | ||
Executive Vice President of Finance (Principal Financial Officer and |
||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned managers and officers of the Registrant which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Robert H. Baldwin Robert H. Baldwin |
President and Chief Operating Officer (Principal Executive Officer) |
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Corey Sanders Corey Sanders |
Manager |
|
/s/ James J. Murren James J. Murren |
Manager |
II-26
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts Interactive, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MGM RESORTS INTERACTIVE, LLC | ||
By: | /s/ Daniel J. DArrigo | |
Daniel J. DArrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Managers and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Steve Zanella Steve Zanella |
President (Principal Executive Officer) |
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Corey Sanders Corey Sanders |
Manager |
|
/s/ James J. Murren James J. Murren |
Manager |
II-27
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts Global Development, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MGM RESORTS GLOBAL DEVELOPMENT, LLC | ||
By: | /s/ James J. Murren | |
James J. Murren | ||
Chief Executive Officer and Manager | ||
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned mnagers and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ James J. Murren James J. Murren |
Chief Executive Officer and Manager
|
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance
|
|
/s/ Corey Sanders Corey Sanders |
Manager |
II-28
Pursuant to the requirements of the Securities Act of 1933, as amended, Aria Resort & Casino, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
ARIA RESORT & CASINO, LLC | ||
By: | /s/ Carlos Castro | |
Carlos Castro | ||
Senior Vice President and Chief Financial Officer |
||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned managers and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Robert H. Baldwin Robert H. Baldwin |
President and Chief Operating Officer (Principal Executive Officer) |
|
/s/ Carlos Castro Carlos Castro |
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and
|
|
/s/ Corey Sanders Corey Sanders |
Manager |
|
/s/ James J. Murren James J. Murren |
Manager |
II-29
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts Mississippi, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MGM RESORTS MISSISSIPPI, LLC | ||
By: | /s/ Anton Nikodemus | |
Anton Nikodemus | ||
Authorized Representative and Manager | ||
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned managers and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Anton Nikodemus Anton Nikodemus |
Authorized Representative and Manager
|
|
/s/ Rob Fitzgerald Rob Fitzgerald |
Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Corey Sanders Corey Sanders |
Manager |
|
/s/ James J. Murren James J. Murren |
Manager |
|
/s/ William J. Hornbuckle William J. Hornbuckle |
Manager |
II-30
Pursuant to the requirements of the Securities Act of 1933, as amended, Bellagio, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
BELLAGIO, LLC | ||
By: | /s/ Edgar Domingo | |
Edgar Domingo | ||
Senior Vice President and Chief Financial Officer |
||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned managers and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Randy Morton Randy Morton |
President and Chief Operating Officer (Principal Executive Officer) |
|
/s/ Edgar Domingo Edgar Domingo |
Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Corey Sanders Corey Sanders |
Manager | |
/s/ James J. Murren James J. Murren |
Manager |
II-31
Pursuant to the requirements of the Securities Act of 1933, as amended, CityCenter Facilities Management, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
CITYCENTER FACILITIES MANAGEMENT, LLC | ||
By: | /s/ Robert H. Baldwin | |
Robert H. Baldwin | ||
President | ||
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned managers and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Robert H. Baldwin Robert H. Baldwin |
President (Principal Executive Officer) |
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Corey Sanders Corey Sanders |
Manager |
|
/s/ James J. Murren James J. Murren |
Manager |
II-32
Pursuant to the requirements of the Securities Act of 1933, as amended MGM Resorts Development, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MGM RESORTS DEVELOPMENT, LLC | ||
By: | /s/ Daniel J. DArrigo | |
Daniel J. DArrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned managers and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Kenneth A. Rosevear Kenneth A. Rosevear |
President and Chief Operating Officer (Principal Executive Officer) |
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Corey Sanders Corey Sanders |
Manager | |
/s/ James J. Murren James J. Murren |
Manager |
II-33
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Springfield, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MGM SPRINGFIELD, LLC | ||
By: | /s/ Daniel J. DArrigo | |
Daniel J. DArrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned managers and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ William J. Hornbuckle William J. Hornbuckle |
President and Chief Operating Officer (Principal Executive Officer) |
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Corey Sanders Corey Sanders |
Manager | |
/s/ James J. Murren James J. Murren |
Manager |
II-34
Pursuant to the requirements of the Securities Act of 1933, as amended, each of the entities listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MGM GRAND CONDOMINIUMS, LLC | ||
MGM GRAND CONDOMINIUMS II, LLC | ||
MGM GRAND CONDOMINIUMS III, LLC | ||
By: | /s/ Daniel J. DArrigo | |
Daniel J. DArrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned managers and officers of each Registrant which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Scott Sibella Scott Sibella |
President and Manager (Principal Executive Officer) |
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Corey Sanders Corey Sanders |
Manager |
II-35
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Grand Hotel, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MGM GRAND HOTEL, LLC | ||
By: | /s/ Scott Sibella | |
Scott Sibella | ||
President and Chief Operating Officer | ||
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned managers and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Scott Sibella Scott Sibella |
President and Chief Operating Officer (Principal Executive Officer) |
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Corey Sanders Corey Sanders |
Manager | |
/s/ James J. Murren James J. Murren |
Manager |
II-36
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Hospitality, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MGM HOSPITALITY, LLC | ||
By: | /s/ William J. Hornbuckle | |
William J. Hornbuckle | ||
President | ||
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned managers and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ William J. Hornbuckle William J. Hornbuckle |
President (Principal Executive Officer) |
|
/s/ Michele Ensign Michele Ensign |
Senior Vice President and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Corey Sanders Corey Sanders |
Manager | |
/s/ James J. Murren James J. Murren |
Manager |
II-37
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM International, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MGM INTERNATIONAL, LLC | ||
By: | /s/ Daniel J. DArrigo | |
Daniel J. DArrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned managers and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Albert Faccinto, Jr. Albert Faccinto, Jr. |
President and Chief Operating Officer (Principal Executive Officer) |
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Corey Sanders Corey Sanders |
Manager | |
/s/ James J. Murren James J. Murren |
Manager |
II-38
Pursuant to the requirements of the Securities Act of 1933, as amended, each of the entities listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
NEW YORK-NEW YORK HOTEL & CASINO, LLC | ||
NEW YORK-NEW YORK TOWER, LLC | ||
By: | /s/ Eric Wolfman | |
Eric Wolfman | ||
Vice President and Chief Financial Officer | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned managers and officers of each Registrant which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Cynthia Kiser Murphey Cynthia Kiser Murphey |
President and Chief Operating Officer (Principal Executive Officer) |
|
/s/ Eric Wolfman Eric Wolfman |
Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Corey Sanders Corey Sanders |
Manager | |
/s/ James J. Murren James J. Murren |
Manager |
II-39
Pursuant to the requirements of the Securities Act of 1933, as amended, CityCenter Retail Holdings Management, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
CITYCENTER RETAIL HOLDINGS MANAGEMENT, LLC | ||
By: | /s/ Robert H. Baldwin | |
Robert H. Baldwin | ||
President and Chief Executive Officer | ||
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned managers and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Robert H. Baldwin Robert H. Baldwin |
President and Chief Executive Officer (Principal Executive Officer) |
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Corey Sanders Corey Sanders |
Manager | |
/s/ James J. Murren James J. Murren |
Manager |
II-40
Pursuant to the requirements of the Securities Act of 1933, as amended, MAC, Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MAC, CORP. | ||
By: | /s/ Daniel J. DArrigo | |
Daniel J. DArrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ William J. Hornbuckle William J. Hornbuckle |
President and Chief Operating Officer and Director (Principal Executive Officer) |
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ James J. Murren James J. Murren |
Director |
II-41
Pursuant to the requirements of the Securities Act of 1933, as amended, each of the entities listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MIRAGE RESORTS, LLC | ||
VICTORIA PARTNERS | ||
By: |
MGM Resorts International | |
Its: |
Managing Partner of Victoria Partners and Managing Member of Mirage Resorts, LLC | |
By: |
* |
|
Daniel J. DArrigo | ||
Executive Vice President of Finance and | ||
Chief Financial Officer of | ||
MGM Resorts International | ||
(Principal Financial Officer) |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
* James J. Murren |
Chairman of the Board and Chief Executive Officer of MGM Resorts International and President of Mirage Resorts, LLC (Principal Executive Officer) |
|
* Robert H. Baldwin |
Chief Customer Development Officer and Director of MGM Resorts International |
|
* Daniel J. DArrigo |
Executive Vice President of Finance and Chief Financial Officer of MGM Resorts International (Principal Financial Officer) |
II-42
SIGNATURE | TITLE | |
* Robert C. Selwood |
Executive Vice President and Chief Accounting Officer of MGM Resorts International (Principal Accounting Officer) |
|
* William A. Bible |
Director of MGM Resorts International | |
* Alexis M. Herman |
Director of MGM Resorts International | |
* Roland Hernandez |
Director of MGM Resorts International | |
* William Grounds |
Director of MGM Resorts International | |
* John Kilroy |
Director of MGM Resorts International | |
* Rose McKinney-James |
Director of MGM Resorts International | |
* Daniel J. Taylor |
Director of MGM Resorts International | |
* Greg Spierkel |
Director of MGM Resorts International | |
* Mary Chris Gay |
Director of MGM Resorts International |
* By: |
/s/ Andrew Hagopian III |
|
Name: Andrew Hagopian III | ||
Title: Attorney-in-Fact |
II-43
Pursuant to the requirements of the Securities Act of 1933, as amended, Project CC, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
PROJECT CC, LLC | ||
By: | /s/ Robert H. Baldwin | |
Robert H. Baldwin | ||
President and Chief Executive Officer | ||
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned managers and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Robert H. Baldwin Robert H. Baldwin |
President and Chief Executive Officer (Principal Executive Officer) |
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Corey Sanders Corey Sanders |
Manager |
|
/s/ James J. Murren James J. Murren |
Manager |
II-44
Pursuant to the requirements of the Securities Act of 1933, as amended, Vdara Condo Hotel, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
VDARA CONDO HOTEL, LLC | ||
By: | /s/ Robert H. Baldwin | |
Robert H. Baldwin | ||
President and Chief Executive Officer | ||
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned managers and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Robert H. Baldwin Robert H. Baldwin |
President and Chief Executive Officer (Principal Executive Officer) |
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Corey Sanders Corey Sanders |
Manager |
|
/s/ James J. Murren James J. Murren |
Manager |
II-45
Pursuant to the requirements of the Securities Act of 1933, as amended, Gold Strike L.V. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
GOLD STRIKE L.V. | ||
By: |
M.S.E Investments, Incorporated | |
Its: |
Partner | |
By: |
Diamond Gold, Inc. | |
Its: |
Partner | |
By: | /s/ Daniel J. DArrigo | |
Daniel J. DArrigo | ||
Executive Vice President of Finance of each General Partner of Gold Strike L.V. | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ James J. Murren James J. Murren |
President and Director of each General Partner of Gold Strike L.V. |
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance of each General Partner of Gold Strike L.V. (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ William J. Hornbuckle William J. Hornbuckle |
Director of each General Partner of Gold Strike L.V. |
|
/s/ Corey Sanders Corey Sanders |
Director of each General Partner of Gold Strike L.V. |
II-46
Pursuant to the requirements of the Securities Act of 1933, as amended, Vendido, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
VENDIDO, LLC | ||
By: |
The Signature Condominiums, LLC | |
Its: |
Sole Member | |
By: | /s/ Daniel J. DArrigo | |
Daniel J. DArrigo | ||
Executive Vice President of Finance of The Signature Condominiums, LLC |
||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned managers and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Scott Sibella Scott Sibella |
President of The Signature Condominiums, LLC (Principal Executive Officer) |
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance of The Signature Condominiums, LLC (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Corey Sanders Corey Sanders |
Manager of The Signature Condominiums, LLC |
|
/s/ James J. Murren James J. Murren |
Manager of The Signature Condominiums, LLC |
II-47
Pursuant to the requirements of the Securities Act of 1933, as amended, Park District Holdings, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
PARK DISTRICT HOLDINGS, LLC | ||
By: | /s/ Steve Zanella | |
Steve Zanella | ||
President | ||
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned managers and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Steve Zanella Steve Zanella |
President (Principal Executive Officer) |
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Corey Sanders Corey Sanders |
Manager |
|
/s/ James J. Murren James J. Murren |
Manager |
II-48
Pursuant to the requirements of the Securities Act of 1933, as amended, each of the entities listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MGM RESORTS FESTIVAL GROUNDS, LLC | ||
MGM RESORTS FESTIVAL GROUNDS II, LLC | ||
By: | /s/ William J. Hornbuckle | |
William J. Hornbuckle | ||
President and Chief Operating Officer | ||
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned managers and officers of each Registrant which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ William J. Hornbuckle William J. Hornbuckle |
President and Chief Operating Officer (Principal Executive Officer) |
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Corey Sanders Corey Sanders |
Manager |
|
/s/ James J. Murren James J. Murren |
Manager |
II-49
Pursuant to the requirements of the Securities Act of 1933, as amended, each of the entities listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MGM RESORTS ARENA HOLDINGS, LLC |
||
ARENA LAND HOLDINGS, LLC |
||
LAS VEGAS ARENA MANGEMENT, LLC |
||
By: | /s/ William J. Hornbuckle | |
William J. Hornbuckle | ||
President | ||
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of each Registrant which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ William J. Hornbuckle William J. Hornbuckle |
President (Principal Executive Officer) |
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance of Arena Land Holdings, LLC (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Michele Ensign Michele Ensign |
Senior Vice President and Chief Accounting Officer of MGM Resorts Arena Holdings, LLC and Las Vegas Arena Management, LLC (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Corey Sanders Corey Sanders |
Manager |
|
/s/ James J. Murren James J. Murren |
Manager |
II-50
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts Regional Operations, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MGM RESORTS REGIONAL OPERATIONS, LLC |
||
By: | /s/ Anton Nikodemus | |
Anton Nikodemus | ||
President and Chief Operating Officer | ||
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned managers and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Anton Nikodemus Anton Nikodemus |
President and Chief Operating Officer (Principal Executive Officer) |
|
/s/ Jorge Perez Jorge Perez |
Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ William J. Hornbuckle William J. Hornbuckle |
Manager |
|
/s/ Corey Sanders Corey Sanders |
Manager |
|
/s/ James J. Murren James J. Murren |
Manager |
II-51
Pursuant to the requirements of the Securities Act of 1933, as amended, each of the entities listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
GRAND GARDEN ARENA MANAGEMENT, LLC | ||
MGM PUBLIC POLICY, LLC | ||
MGM RESORTS SUB 1, LLC | ||
MGM RESORTS VENUE MANAGEMENT, LLC | ||
PARK THEATER, LLC | ||
By: | /s/ William J. Hornbuckle | |
William J. Hornbuckle | ||
President | ||
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned managers and officers of each Registrant which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ William J. Hornbuckle William J. Hornbuckle |
President (Principal Executive Officer) |
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ James J. Murren James J. Murren |
Manager |
|
/s/ Corey Sanders Corey Sanders |
Manager |
II-52
Pursuant to the requirements of the Securities Act of 1933, as amended, each of the entities listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
THE SIGNATURE CONDOMINIUMS, LLC | ||
SIGNATURE TOWER I, LLC | ||
SIGNATURE TOWER 2, LLC | ||
SIGNATURE TOWER 3, LLC | ||
TOWER B, LLC | ||
TOWER C, LLC | ||
By: | /s/ Daniel J. DArrigo | |
Daniel J. DArrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned managers and officers of each Registrant which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Scott Sibella Scott Sibella |
President (Principal Executive Officer) |
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer |
|
/s/ Corey Sanders Corey Sanders |
Manager |
|
/s/ James J. Murren James J. Murren |
Manager |
II-53
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM CC, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MGM CC, LLC | ||
By: | /s/ Corey Sanders | |
Corey Sanders | ||
President and Chief Operating Officer | ||
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned manager and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Corey Sanders Corey Sanders |
President and Chief Operating Officer and Manager (Principal Executive Officer) |
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
II-54
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Elgin Sub, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MGM ELGIN SUB, INC. | ||
By: | /s/ Anton Nikodemus | |
Anton Nikodemus | ||
President and Treasurer | ||
(Principal Executive Officer, Principal Financial Officer and |
||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Anton Nikodemus Anton Nikodemus |
President and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Corey Sanders Corey Sanders |
Director |
II-55
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Lessee, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MGM LESSEE, LLC | ||
By: | /s/ William J. Hornbuckle | |
William J. Hornbuckle | ||
President | ||
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned managers and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ William J. Hornbuckle William J. Hornbuckle |
President (Principal Executive Officer) |
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Corey Sanders Corey Sanders |
Manager |
|
/s/ James J. Murren James J. Murren |
Manager |
II-56
Pursuant to the requirements of the Securities Act of 1933, as amended, Marina District Development Holding Co., LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MARINA DISTRICT DEVELOPMENT HOLDING CO., LLC | ||
By: | MAC, Corp. | |
Its: | Managing Member | |
By: | /s/ Daniel J. DArrigo | |
Daniel J. DArrigo | ||
Executive Vice President of Finance of MAC, Corp. |
||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ William J. Hornbuckle William J. Hornbuckle |
President and Chief Operating Officer and Director of MAC, Corp. (Principal Executive Officer) |
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance of MAC, Corp. (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ James J. Murren James J. Murren |
Director of MAC, Corp. |
II-57
Pursuant to the requirements of the Securities Act of 1933, as amended, Marina District Development Company, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MARINA DISTRICT DEVELOPMENT COMPANY, LLC | ||
By: | /s/ Marcus Glover | |
Marcus Glover | ||
President and Chief Operating Officer | ||
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Marcus Glover Marcus Glover |
President and Chief Operating Officer (Principal Executive Officer) |
|
/s/ Hugh Turner Hugh Turner |
Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ James J. Murren James J. Murren |
Director of MAC, Corp., as Managing Member of Marina District Development Holding Co., LLC, as Sole Member of Marina District Development Company, LLC |
|
/s/ William J. Hornbuckle William J. Hornbuckle |
Director of MAC, Corp., as Managing Member of Marina District Development Holding Co., LLC, as Sole Member of Marina District Development Company, LLC |
II-58
Pursuant to the requirements of the Securities Act of 1933, as amended, Mandalay Place, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MANDALAY PLACE, LLC | ||
By: | /s/ Daniel J. DArrigo | |
Daniel J. DArrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned managers and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ James J. Murren James J. Murren |
President and Manager (Principal Executive Officer) |
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Corey Sanders Corey Sanders |
Manager |
II-59
Pursuant to the requirements of the Securities Act of 1933, as amended, Beau Rivage Resorts, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
BEAU RIVAGE RESORTS, LLC | ||
By: | /s/ William Boasberg | |
William Boasberg | ||
President and Chief Operating Officer | ||
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned managers and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ William Boasberg William Boasberg |
President and Chief Operating Officer (Principal Executive Officer) |
|
/s/ Paul Heard Paul Heard |
Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Corey Sanders Corey Sanders |
Manager |
|
/s/ Anton Nikodemus Anton Nikodemus |
Manager |
II-60
Pursuant to the requirements of the Securities Act of 1933, as amended, The Mirage Casino-Hotel, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
THE MIRAGE CASINO-HOTEL, LLC | ||
By: | /s/ Trevor Scherrer | |
Trevor Scherrer | ||
President and Chief Operating Officer | ||
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned managers and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ Trevor Scherrer Trevor Scherrer |
President and Chief Operating Officer (Principal Executive Officer) |
|
/s/ Janice Fitzpatrick Janice Fitzpatrick |
Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Corey Sanders Corey Sanders |
Manager |
II-61
Pursuant to the requirements of the Securities Act of 1933, as amended, each of the entities listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 1, 2018.
MGM RESORTS SUB A, LLC | ||
MGM RESORTS SUB B, LLC | ||
By: | /s/ William J. Hornbuckle | |
William J. Hornbuckle | ||
President | ||
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned managers and officers of each Registrant which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individuals true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to any offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, 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 as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |
/s/ William J. Hornbuckle William J. Hornbuckle |
President (Principal Executive Officer) |
|
/s/ Daniel J. DArrigo Daniel J. DArrigo |
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ Corey Sanders Corey Sanders |
Manager |
II-62
March 1, 2018
MGM Resorts International
3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Dear Ladies and Gentlemen:
We have acted as special New York counsel to MGM Resorts International, a Delaware corporation (the Company), in connection with the preparation and filing with the Securities and Exchange Commission (the Commission) of the Companys Registration Statement on Form S-3 (the Registration Statement), under the Securities Act of 1933, as amended (the Securities Act), relating to the issuance and sale by the Company or the sale by the selling securityholders to be identified in one of more prospectus supplements (the Selling Securityholders) from time to time of (i) shares of common stock, par value $0.01 per share, of the Company (the Shares), (ii) debt securities of the Company (the Debt Securities), (iii) guarantees of the Debt Securities (the Guarantees) by certain subsidiaries of the Company (the Guarantors), (iv) warrants to purchase Debt Securities or Shares of the Company (the Warrants), (v) rights to purchase Shares (the Rights), (vi) purchase contracts representing the Companys obligation to sell Debt Securities, Shares, Warrants, or Units (as defined below) (Securities Purchase Contracts) and (vii) units comprised of any of the foregoing or securities of other entities (the Units and, together with the Shares, the Debt Securities, the Guarantees, the Warrants, the Rights and the Securities Purchase Contracts, as well as any of such securities to be offered and sold by the Selling Securityholders, the Securities). The Securities being registered under the Registration Statement will have an indeterminate aggregate initial offering price and will be offered on a continuous or delayed basis pursuant to the provisions of Rule 415 under the Securities Act.
In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Certificate of Incorporation of the Company and the organization documents of the Guarantors; (ii) the Bylaws of the Company and the Bylaws or other similar documents of the Guarantors; (iii) the Registration Statement and the documents incorporated by reference therein, (iv) the prospectus contained within the Registration Statement; (v) the base indenture, among the Company and U.S. Bank National Association, as trustee and (vi) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company and its subsidiaries, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.
We have assumed further that, at the time of execution, issuance and delivery of the applicable Debt Securities, Guarantees, Warrants, Securities Purchase Contracts, Units and any agreements entered into in connection with the issuance and delivery of the foregoing Securities (the Securities Documents), each of the Guarantors not incorporated, organized or formed under the General Corporation Law or the Limited Liability Company Act of the State of Delaware (1) will be validly existing under the law of the jurisdiction in which it was organized; (2) will have the power to enter into the Securities Documents to which it is a party; and (3) will have duly authorized, executed and delivered such Securities Documents to which it is a party in accordance with the law of the jurisdiction in which it was organized.
Based on and subject to the foregoing and assuming that (i) the Registration Statement and any amendments thereto (including any post-effective amendments) will have become effective and comply with all applicable laws and no stop order suspending the Registration Statements effectiveness will have been issued and remain in effect, in each case, at the time the Securities are offered or issued as contemplated by the Registration Statement, (ii) a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby and will at all relevant times comply with all applicable laws, (iii) the Company has timely filed all necessary reports pursuant to the Securities Exchange Act of 1934, as amended, which are incorporated into the Registration Statement by reference, (iv) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the appropriate prospectus supplement, (v) a definitive purchase, underwriting or similar agreement and any other necessary agreement, instrument or document with respect to any Securities will have been duly authorized and validly executed and delivered by the Company and the other party or parties thereto, (vi) any Securities issuable upon conversion, exercise or exchange of any Securities being offered or issued will be duly authorized and, if appropriate, reserved for issuance upon such conversion, exercise or exchange, (vii) the terms of such Securities will have been duly established so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Company, and (viii) if issued in certificated form, certificates representing the Securities will be duly executed and delivered and, to the extent required by any applicable agreement, duly authenticated and countersigned, and if issued in book-entry form, the Securities will be duly registered to the extent required by any applicable agreement, we advise you that in our opinion:
1. Shares. Assuming that the issuance and terms of any Shares and the terms of any offering thereof by the Company have been duly authorized, when (i) the Company has received the consideration therefor specified in any applicable underwriting agreement or purchase agreement approved by the Companys board of directors or committee thereof (in excess of par value thereof), (ii) in the case of any Shares to be issued under any Warrants, upon due exercise of such warrant in accordance with the terms thereof and upon payment of the exercise price specified in such Warrants (which exercise price is not less than the par value of the Shares), and (iii) in the case of any Shares to be issued upon the exchange or conversion of Debt Securities, Warrants and other rights that are exchangeable for or convertible into Shares,
2
due exercise of such exchange or conversion rights in accordance with the terms of the applicable agreements, instruments or documents at the exchange or conversion price specified in the applicable agreement (which exchange or exercise price is not less than the par value of the Shares), the Shares (including any Shares that may be issued as part of Units or upon exercise, conversion, exchange or otherwise pursuant to the terms of any other Securities) will be validly issued, fully paid and nonassessable.
2. Debt Securities. Assuming that the issuance and terms of any Debt Securities and the terms of any offering thereof by the Company have been duly authorized, when (i) the base indenture and the supplemental indenture relating to the Debt Securities have been duly and validly authorized, executed and delivered by all parties thereto substantially in the form filed as an exhibit to the Registration Statement or incorporated by reference therein, (ii) the terms of the Debt Securities to be issued under the applicable indenture and their issuance and sale have been duly established in conformity with such indenture and (iii) the Debt Securities have been duly executed and authenticated in accordance with the applicable indenture and issued and sold in accordance with any underwriting agreement or purchase agreement or as otherwise contemplated in the Registration Statement and any prospectus supplement relating thereto, such Debt Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
3. Guarantees. Assuming that the issuance and terms of any Guarantees and the terms of any offering thereof by one or more of the Guarantors have been duly authorized, when (i) the base indenture and the supplemental indenture relating to the Debt Securities and the Guarantees have been duly and validly authorized by the applicable Guarantor, executed and delivered by all parties thereto substantially in the form filed as an exhibit to the Registration Statement or incorporated by reference therein, (ii) the terms of the Guarantees to be issued under the base indenture and the applicable supplemental indenture and their issuance have been duly established in conformity with the related indentures and (iii) the Guarantees have been duly executed in accordance with the indenture and issued and sold in accordance with any underwriting agreement or purchase agreement or as otherwise contemplated in the Registration Statement and the prospectus supplement relating thereto, such Guarantees will constitute valid and binding obligations of each applicable Guarantor enforceable against it in accordance with their terms.
4. Warrants. Assuming that the issuance and terms of such Warrants and the terms of any offering thereof by the Company have been duly authorized, when (i) the Warrants have been duly authorized, executed and delivered by the Company and the warrant agent has been appointed by the Company, if any, and (ii) such Warrants have been duly executed, authenticated, issued, paid for and delivered in accordance with any underwriting agreement or purchase agreement or as otherwise contemplated in the Registration Statement and any prospectus supplement relating thereto, such Warrants (including any Warrants that may be issued as part of Units or otherwise pursuant to the terms of any other Securities) will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
5. Rights. Assuming that the issuance and terms of such Rights and the terms of any offering thereof by the Company have been duly authorized, when (i) the rights agreement
3
has been duly authorized, executed and delivered by the Company and the warrant agent has been appointed by the Company, if any, and (ii) such Rights have been duly executed, authenticated, issued, paid for and delivered in accordance with any underwriting agreement or purchase agreement or as otherwise contemplated in the Registration Statement and any prospectus supplement relating thereto, such Rights will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
6. Securities Purchase Contracts. Assuming that the issuance and terms of such Securities Purchase Contracts and the terms of any offering thereof by the Company have been duly authorized, when (i) the Securities Purchase Contracts have been duly authorized, executed and delivered by the Company and the other parties thereto and (ii) such Securities Purchase Contracts have been duly executed, authenticated, issued, paid for and delivered in accordance with any underwriting agreement or purchase agreement or as otherwise contemplated in the Registration Statement and any prospectus supplement relating thereto, such Securities Purchase Contracts will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
7. Units. Assuming that the issuance and terms of such Units and the terms of any offering thereof by the Company have been duly authorized and the securities of any other entities to be included in the Units, if any, have been duly authorized and issued by such entity, when (i) the Unit agreement or Unit agreements relating to such Units have been duly authorized, executed and delivered by the Company and the other parties thereto agent appointed by the Company and (ii) such Units have been duly executed and authenticated in accordance with the applicable Unit agreement and issued, paid for and delivered in accordance with any underwriting agreement or purchase agreement or as otherwise contemplated in the Registration Statement and any prospectus supplement relating thereto, such Units (including any Units that may be issued upon exercise, conversion, exchange or otherwise pursuant to the terms of any other Securities) will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
The opinions expressed above with respect to enforceability are subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). The opinions are also subject to (i) the Registration Statement becoming effective pursuant to applicable law and (ii) the issuance of any legally required consents, approvals, authorizations or orders of the Commission and any other regulatory authority.
The opinions expressed above are limited to the law of the State of New York and the General Corporation Law and Limited Liability Company Act of the State of Delaware.
We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to our firm under the caption Legal Matters in the prospectus which is a part of the Registration Statement and in any prospectus supplement related thereto as counsel for the Company that has passed on the validity of the Securities, and to the use of this opinion as a part (Exhibit 5) of the Registration Statement. In giving this consent, we do not
4
thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours, |
/s/ Milbank, Tweed, Hadley & McCloy LLP |
RDM/BDN
5
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated March 1, 2018 relating to the consolidated financial statements and financial statement schedule of MGM Resorts International and subsidiaries, and the effectiveness of MGM Resorts International and subsidiaries internal control over financial reporting, appearing in the Annual Report on Form 10-K of MGM Resorts International for the year ended December 31, 2017, and to the reference to us under the heading Experts in the Prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Las Vegas, NV
March 1, 2018
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 19, 2018 relating to the consolidated financial statements of CityCenter Holdings, LLC and subsidiaries, appearing in the Annual Report on Form 10-K of MGM Resorts International for the year ended December 31, 2017, and to the reference to us under the heading Experts in the Prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Las Vegas, Nevada
March 1, 2018
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that undersigned, in their capacities as directors and/or officers of MGM Resorts International and/or certain of its subsidiaries as set forth beneath their signatures below (collectively, the Registrants), each of which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for me and in my name, place and stead, to sign in any and all capacities (including, without limitation, the capacities listed below) the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements of the Registrants, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grant to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to enable the Registrants to comply with the provisions of the Securities Act of 1933, as amended, and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his 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 on Form S-3 has been signed on March 1, 2018 by the following persons in the capacities indicated.
By: |
/s/ James J. Murren |
|
Name: |
James J. Murren | |
Title: |
Chairman of the Board and Chief Executive Officer of MGM Resorts International, the Managing Member of Mirage Resorts, LLC and Managing Partner of Victoria Partners, and President of Mirage Resorts, LLC (Principal Executive Officer) | |
By: |
/s/ Robert H. Baldwin |
|
Name: |
Robert H. Baldwin | |
Title: |
Chief Customer Development Officer and Director of MGM Resorts International, the Managing Member of Mirage Resorts, LLC and Managing Partner of Victoria Partners |
By: |
/s/ Daniel J. DArrigo |
|
Name: | Daniel J. DArrigo | |
Title: |
Executive Vice President of Finance and Chief Financial Officer of MGM Resorts International, the Managing Member of Mirage Resorts, LLC and Managing Partner of Victoria Partners (Principal Financial Officer) |
By: |
/s/ Robert C. Selwood |
|
Name: | Robert C. Selwood | |
Title: | Executive Vice President and Chief Accounting Officer of MGM Resorts International, the Managing Member of Mirage Resorts, LLC and Managing Partner of Victoria Partners (Principal Accounting Officer) | |
By: |
/s/ William A. Bible |
|
Name: | William A. Bible | |
Title: | Director* | |
By: |
/s/ Alexis M. Herman |
|
Name: | Alexis M. Herman | |
Title: | Director* | |
By: |
/s/ Roland Hernandez |
|
Name: | Roland Hernandez | |
Title: | Director* | |
By: |
/s/ William Grounds |
|
Name: | William Grounds | |
Title: | Director* |
By: |
/s/ John Kilroy |
|
Name: |
John Kilroy |
|
Title: |
Director* |
|
By: |
/s/ Rose McKinney-James |
|
Name: |
Rose McKinney-James |
|
Title: |
Director* |
|
By: |
/s/ Daniel J. Taylor |
|
Name: |
Daniel J. Taylor |
|
Title: |
Director* |
By: |
/s/ Greg Spierkel |
|
Name: | Greg Spierkel | |
Title: | Director* | |
By: |
/s/ Mary Chris Gay |
|
Name: | Mary Chris Gay | |
Title: | Director* |
* | Director of MGM Resorts International, the Managing Member of Mirage Resorts, LLC and Managing Partner of Victoria Partners |
Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
☐ | Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) |
U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
800 Nicollet Mall Minneapolis, Minnesota |
55402 | |
(Address of principal executive offices) | (Zip Code) |
Raymond Haverstock
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 466-6229
(Name, address and telephone number of agent for service)
MGM RESORTS INTERNATIONAL *
(Issuer with respect to the Securities)
Delaware | 88-0215232 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
3600 Las Vegas Boulevard South Las Vegas, Nevada |
89109 | |
(Address of Principal Executive Offices) | (Zip Code) |
Debt Securities
Guarantees of Debt Securities
(Title of the Indenture Securities)
TABLE OF ADDITIONAL REGISTRANTS*
Exact Name of Registrant as Specified in Its Charter* |
State or Other
Jurisdiction of Incorporation or Organization |
I.R.S. Employer
Number |
||
550 Leasing Company II, LLC | Nevada | 27-2301518 | ||
AC Holding Corp. | Nevada | 88-0220212 | ||
AC Holding Corp. II | Nevada | 88-0220229 | ||
Arena Land Holdings, LLC | Nevada | 80-0935801 | ||
Aria Resort & Casino, LLC | Nevada | 20-5396350 | ||
Beau Rivage Resorts, LLC | Mississippi | 81-1177162 | ||
Bellagio, LLC, dba Bellagio | Nevada | 94-3373852 | ||
Circus Circus Casinos, Inc., dba Circus Circus Hotel and Casino-Las Vegas | Nevada | 88-0191825 | ||
CityCenter Facilities Management, LLC | Nevada | 27-3246985 | ||
CityCenter Realty Corporation | Nevada | 20-5106648 | ||
CityCenter Retail Holdings Management, LLC | Nevada | 74-3242574 | ||
Destron, Inc. | Nevada | 88-0234293 | ||
Diamond Gold, Inc. | Nevada | 88-0242688 | ||
Gold Strike L.V. | Nevada | 88-0343891 | ||
Grand Garden Arena Management, LLC | Nevada | 47-1783973 | ||
Grand Laundry, Inc. | Nevada | 88-0298834 | ||
Las Vegas Arena Management, LLC | Nevada | 47-1343574 | ||
LV Concrete Corp. | Nevada | 88-0337406 | ||
MAC, Corp. | New Jersey | 22-3424950 | ||
Mandalay Bay, LLC | Nevada | 88-0384693 | ||
Mandalay Employment, LLC | Nevada | 26-2196014 | ||
Mandalay Place, LLC | Nevada | 88-0383769 | ||
Mandalay Resort Group | Nevada | 88-0121916 | ||
Marina District Development Company, LLC, dba The Borgata Hotel Casino & Spa | New Jersey | 22-3598642 | ||
Marina District Development Holding Co., LLC | New Jersey | 22-3767831 | ||
Metropolitan Marketing, LLC | Nevada | 22-3756320 | ||
MGM CC, LLC | Nevada | 47-5658144 | ||
MGM Elgin Sub, Inc. | Nevada | 47-5678462 | ||
MGM Grand Condominiums, LLC | Nevada | 55-0806676 | ||
MGM Grand Condominiums II, LLC | Nevada | 20-2116101 | ||
MGM Grand Condominiums III, LLC | Nevada | 05-0627790 | ||
MGM Grand Detroit, Inc. | Delaware | 91-1829051 | ||
MGM Grand Hotel, LLC, dba MGM Grand Hotel & Casino | Nevada | 94-3373856 | ||
MGM Hospitality, LLC | Nevada | 20-8588249 | ||
MGM International, LLC | Nevada | 20-5581298 | ||
MGM Lessee, LLC | Delaware | 81-1191134 | ||
MGM Public Policy, LLC | Nevada | 47-1756597 | ||
MGM Resorts Advertising, Inc. | Nevada | 88-0162200 | ||
MGM Resorts Arena Holdings, LLC | Nevada | 80-0934685 | ||
MGM Resorts Aviation Corp. | Nevada | 88-0173596 | ||
MGM Resorts Corporate Services | Nevada | 88-0225681 | ||
MGM Resorts Design & Development | Nevada | 88-0406202 | ||
MGM Resorts Development, LLC | Nevada | 88-0368826 | ||
MGM Resorts Festival Grounds, LLC | Nevada | 90-0989374 | ||
MGM Resorts Festival Grounds II, LLC | Nevada | 46-5544886 | ||
MGM Resorts Global Development, LLC | Nevada | 26-3463682 | ||
MGM Resorts Interactive, LLC | Nevada | 45-3690532 | ||
MGM Resorts International Marketing, Inc. | Nevada | 86-0868640 | ||
MGM Resorts International Operations, Inc. | Nevada | 88-0471660 | ||
MGM Resorts Land Holdings, LLC | Nevada | 51-0649237 |
2
MGM Resorts Manufacturing Corp. | Nevada | 88-0195439 | ||
MGM Resorts Mississippi, LLC | Mississippi | 64-0831942 | ||
MGM Resorts Regional Operations, LLC | Nevada | 47-1729937 | ||
MGM Resorts Retail | Nevada | 88-0385232 | ||
MGM Resorts Sub 1, LLC | Nevada | 47-1743577 | ||
MGM Resorts Sub A, LLC | Nevada | 82-4505598 | ||
MGM Resorts Sub B, LLC | Nevada | 82-4515273 | ||
MGM Resorts Venue Management, LLC | Nevada | 47-1795517 | ||
MGM Springfield, LLC | Massachusetts | 45-4315066 | ||
MH, Inc., dba Shadow Creek | Nevada | 88-0245162 | ||
M.I.R. Travel | Nevada | 88-0276369 | ||
Mirage Laundry Services Corp. | Nevada | 88-0287118 | ||
Mirage Resorts, LLC | Nevada | 88-0058016 | ||
MMNY Land Company, Inc. | New York | 33-1043606 | ||
M.S.E. Investments, Incorporated | Nevada | 88-0142077 | ||
Nevada Landing Partnership | Illinois | 88-0311065 | ||
New Castle, LLC | Nevada | 88-0239831 | ||
New York-New York Hotel & Casino, LLC, dba New York-New York Hotel & Casino | Nevada | 88-0329896 | ||
New York-New York Tower, LLC | Nevada | 84-1646058 | ||
Park District Holdings, LLC | Nevada | 80-0938347 | ||
Park Theater, LLC | Nevada | 47-1777621 | ||
PRMA, LLC | Nevada | 88-0430017 | ||
PRMA Land Development Company, dba Primm Valley Golf Club | Nevada | 88-0325842 | ||
Project CC, LLC | Nevada | 84-1669056 | ||
Ramparts, LLC | Nevada | 88-0237030 | ||
Signature Tower I, LLC | Nevada | 20-5382807 | ||
Signature Tower 2, LLC | Nevada | 26-3300673 | ||
Signature Tower 3, LLC | Nevada | 26-3300756 | ||
The Mirage Casino-Hotel, LLC | Nevada | 81-1191306 | ||
The Signature Condominiums, LLC | Nevada | 33-1129331 | ||
Tower B, LLC | Nevada | 42-1747200 | ||
Tower C, LLC | Nevada | 42-1747202 | ||
Vdara Condo Hotel, LLC | Nevada | 20-8277206 | ||
Vendido, LLC | Nevada | 45-4205677 | ||
Victoria Partners, dba Monte Carlo Resort and Casino | Nevada | 88-0346764 | ||
VidiAd | Nevada | 88-0428375 | ||
Vintage Land Holdings, LLC | Nevada | 20-8920761 | ||
Vintage Land Holdings II, LLC | Nevada | 26-0181763 |
* | Each additional registrant is a direct or indirect subsidiary of MGM Resorts International. The address, including zip code, and telephone number, including area code, of each registrants principal executive offices is c/o MGM Resorts International, 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109, telephone (702) 693-7120. The name, address, and telephone number of the agent for service for each additional registrant is John M. McManus, Executive Vice President, General Counsel and Secretary, MGM Resorts International, 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109, telephone (702) 693-7120. |
3
FORM T-1
Item 1. | GENERAL INFORMATION . Furnish the following information as to the Trustee. |
a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Washington, D.C.
b) | Whether it is authorized to exercise corporate trust powers. |
Yes
Item 2. | AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. |
None
Items 3-15 | Items 3-15 are not applicable because to the best of the Trustees knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. |
Item 16. | LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. |
1. | A copy of the Articles of Association of the Trustee.* |
2. | A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2. |
3. | A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3. |
4. | A copy of the existing bylaws of the Trustee.** |
5. | A copy of each Indenture referred to in Item 4. Not applicable. |
6. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. |
7. | Report of Condition of the Trustee as of December 31, 2017 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
* | Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005. |
** | Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014. |
4
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 20 th day of February 2018.
By: | /s/ Raymond Haverstock | |
Raymond Haverstock | ||
Vice President |
5
Exhibit 2
Office of the Comptroller of the Currency | ||||
Washington, DC 20219 |
CERTIFICATE OF CORPORATE EXISTENCE
I, Joseph Otting, Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.
2. U.S. Bank National Association, Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.
IN TESTIMONY WHEREOF, today, January 23, 2018, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia | ||
Comptroller of the Currency |
6
Exhibit 3
Office of the Comptroller of the Currency | ||||
Washington, DC 20219 |
CERTIFICATION OF FIDUCIARY POWERS
I, Joseph Otting, Comptroller of the Currency, do hereby certify that:
1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.
2. U.S. Bank National Association, Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.
IN TESTIMONY WHEREOF, today, January 23, 2018, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia. | ||
Comptroller of the Currency |
7
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: February 20, 2018
By: | /s/ Raymond Haverstock | |
Raymond Haverstock | ||
Vice President |
8
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2017
($000s)
12/31/2017 | ||||
Assets |
||||
Cash and Balances Due From Depository Institutions |
$ | 19,469,911 | ||
Securities |
111,520,538 | |||
Federal Funds |
69,009 | |||
Loans & Lease Financing Receivables |
279,502,730 | |||
Fixed Assets |
4,583,971 | |||
Intangible Assets |
12,895,144 | |||
Other Assets |
27,984,526 | |||
|
|
|||
Total Assets |
$ | 456,025,829 | ||
Liabilities |
||||
Deposits |
$ | 357,200,076 | ||
Fed Funds |
926,018 | |||
Treasury Demand Notes |
0 | |||
Trading Liabilities |
1,102,222 | |||
Other Borrowed Money |
31,004,180 | |||
Acceptances |
0 | |||
Subordinated Notes and Debentures |
3,300,000 | |||
Other Liabilities |
14,979,001 | |||
|
|
|||
Total Liabilities |
$ | 408,511,497 | ||
Equity |
||||
Common and Preferred Stock |
18,200 | |||
Surplus |
14,266,915 | |||
Undivided Profits |
32,432,873 | |||
Minority Interest in Subsidiaries |
796,344 | |||
|
|
|||
Total Equity Capital |
$ | 47,514,332 | ||
Total Liabilities and Equity Capital |
$ | 456,025,829 |
9