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 (State or other jurisdiction of incorporation or organization) |
88-0215232 (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 registrant's 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
One Chase Manhattan Plaza
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: o
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: ý
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. o
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. o
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. ý
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. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ý | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
|
||||||||
Title Of Each Class of Securities To Be Registered |
Amount To Be Registered(1) |
Proposed Maximum Offering Price per Unit(1) |
Proposed Maximum Aggregate Offering Price(1) |
Amount Of Registration Fee(2) |
||||
---|---|---|---|---|---|---|---|---|
Common Stock, par value $0.01 per share |
||||||||
Debt Securities |
||||||||
Guarantees of Debt Securities(3) |
||||||||
Warrants |
||||||||
Units |
||||||||
Rights to Purchase Common Stock |
||||||||
Securities Purchase Contracts |
||||||||
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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 Identification Number |
||||
---|---|---|---|---|---|---|
350 Leasing Company I, LLC |
Nevada | 26-0257649 | ||||
350 Leasing Company II, LLC |
Nevada | 26-0881385 | ||||
450 Leasing Company I, LLC |
Nevada | 80-0562797 | ||||
550 Leasing Company I, LLC |
Nevada | 88-0121916 | ||||
550 Leasing Company II, LLC |
Nevada | 27-2301518 | ||||
AC Holding Corp. |
Nevada | 88-0220212 | ||||
AC Holding Corp. II |
Nevada | 88-0220229 | ||||
Aria Resort & Casino, LLC |
Nevada | 20-5396350 | ||||
Beau Rivage Resorts, Inc., dba Beau Rivage |
Mississippi | 88-0340296 | ||||
Bellagio, LLC, dba Bellagio |
Nevada | 94-3373852 | ||||
Bungalow, Inc. |
Mississippi | 64-0410882 | ||||
Circus Circus Casinos, Inc., dba Circus Circus Hotel and Casino-Las Vegas Circus Circus Hotel and Casino-Reno and Slots-A-Fun Casino |
Nevada | 88-0191825 | ||||
CityCenter Facilities Management, LLC |
Nevada | 27-3246985 | ||||
CityCenter Realty Corporation |
Nevada | 20-5106648 | ||||
Destron, Inc. |
Nevada | 88-0234293 | ||||
Diamond Gold, Inc. |
Nevada | 88-0242688 | ||||
Galleon, Inc. |
Nevada | 88-0307225 | ||||
Gold Strike Fuel Company, LLC dba Gold Strike Auto & Truck Plaza |
Nevada | 88-0433152 | ||||
Gold Strike L.V. |
Nevada | 88-0230231 | ||||
Grand Laundry, Inc. |
Nevada | 88-0298834 | ||||
IKM MGM, LLC |
Nevada | 26-0872384 | ||||
IKM MGM Management, LLC |
Nevada | 26-0872415 | ||||
Jean Development Company, LLC, dba Gold Strike Hotel and Gambling Hall |
Nevada | 88-0223200 | ||||
Jean Development North, LLC |
Nevada | 88-0312945 | ||||
Jean Development West, LLC |
Nevada | 88-0241415 | ||||
Jean Fuel Company West, LLC dba Nevada Landing Auto Plaza |
Nevada | 88-0269160 | ||||
LV Concrete Corp. |
Nevada | 88-0337406 | ||||
Mandalay Corp., dba Mandalay Bay Resort and Casino and TheHotel |
Nevada | 88-0384693 | ||||
Mandalay Employment, LLC |
Nevada | 26-2196014 | ||||
Mandalay Marketing and Events |
Nevada | 88-0350241 | ||||
Mandalay Place |
Nevada | 88-0383769 | ||||
Mandalay Resort Group |
Nevada | 88-0121916 | ||||
Metropolitan Marketing, LLC |
Nevada | 22-3756320 | ||||
MGM Brimfield, LLC |
Massachusetts | 45-4315066 | ||||
MGM Grand Atlantic City, Inc. |
New Jersey | 88-0354792 | ||||
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 Condominiums East-Tower I, LLC |
Nevada | 20-5106711 | ||||
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 Resorts Advertising, Inc. |
Nevada | 88-0162200 | ||||
MGM Resorts Aircraft Holdings, LLC |
Nevada | 11-3739807 | ||||
MGM Resorts Aviation Corp. |
Nevada | 88-0173596 | ||||
MGM Resorts Corporate Services |
Nevada | 88-0225681 | ||||
MGM Resorts Development, LLC |
Nevada | 88-0368826 | ||||
MGM Resorts Entertainment and Sports |
Nevada | 88-0245169 | ||||
MGM Resorts International Design |
Nevada | 88-0406202 | ||||
MGM Resorts International Global Gaming Development, LLC |
Nevada | 26-3463682 |
Exact Name of Registrant as Specified in Its Charter*
|
State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification Number |
||||
---|---|---|---|---|---|---|
MGM Resorts International Marketing, Inc. |
Nevada | 86-0868640 | ||||
MGM Resorts International Operations, Inc. |
Nevada | 88-0471660 | ||||
MGM Resorts Lake Charles, LLC |
Louisiana | 45-3733517 | ||||
MGM Resorts Land Holdings, LLC |
Nevada | 51-0649237 | ||||
MGM Resorts Management and Technical Services, LLC |
Nevada | 20-4986873 | ||||
MGM Resorts Manufacturing Corp. |
Nevada | 88-0195439 | ||||
MGM Resorts Mississippi, Inc., dba Gold Strike Casino Resort |
Mississippi | 64-0831942 | ||||
MGM Resorts Online, LLC |
Nevada | 45-3690532 | ||||
MGM Resorts Retail |
Nevada | 88-0385232 | ||||
MH, Inc., dba Shadow Creek |
Nevada | 88-0245162 | ||||
Mirage Leasing Corp. |
Nevada | 88-0424843 | ||||
Mirage Laundry Services Corp. |
Nevada | 88-0287118 | ||||
Mirage Resorts, Incorporated |
Nevada | 88-0058016 | ||||
M.I.R. Travel |
Nevada | 88-0276369 | ||||
MMNY Land Company, Inc. |
New York | 33-1043606 | ||||
MRGS, LLC |
Nevada | 88-0321295 | ||||
M.S.E. Investments, Incorporated ("MSE") |
Nevada | 88-0142077 | ||||
Nevada Landing Partnership |
Illinois | 88-0311065 | ||||
New Castle Corp., dba Excalibur Hotel and Casino |
Nevada | 88-0239831 | ||||
New PRMA Las Vegas, Inc. |
Nevada | 88-0430015 | ||||
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 | ||||
NYNY RokVegas, LLC |
Nevada | 20-5375199 | ||||
OE Pub, LLC |
Nevada | 27-0940613 | ||||
PRMA, LLC |
Nevada | 88-0430017 | ||||
PRMA Land Development Company, dba Primm Valley Golf Club |
Nevada | 88-0325842 | ||||
Project CC, LLC |
Nevada | 84-1669056 | ||||
Railroad Pass Investment Group, LLC, dba Railroad Pass Hotel and Casino |
Nevada | 88-0208350 | ||||
Ramparts, Inc., dba Luxor Hotel and Casino |
Nevada | 88-0237030 | ||||
Signature Tower 1, LLC |
Nevada | 20-5382807 | ||||
Signature Tower 2, LLC |
Nevada | 26-3300673 | ||||
Signature Tower 3, LLC |
Nevada | 26-3300756 | ||||
The Crystals at CityCenter Management, LLC |
Nevada | 74-3242574 | ||||
The Mirage Casino-Hotel, dba The Mirage |
Nevada | 88-0224157 | ||||
The Signature Condominiums, LLC |
Nevada | 33-1129331 | ||||
Tower B, LLC |
Nevada | 42-1747200 | ||||
Tower C, LLC |
Nevada | 42-1747202 | ||||
Vendido, LLC |
Nevada | 45-4205677 | ||||
Vdara Condo Hotel, LLC |
Nevada | 20-8277206 | ||||
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 |
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.
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 Gaming Control Board, the New Jersey Division of Gaming Enforcement, the Michigan Gaming Control Board, the Mississippi Gaming Commission, the Illinois Gaming Board nor any other gaming authority has passed upon the accuracy or adequacy of this prospectus or the investment merits of the securities offered. Any representation to the contrary is unlawful. The Attorney General of the State of New York has not passed upon or endorsed the merits of this offering. Any representation to the contrary is unlawful.
The date of this prospectus is March 15, 2012.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of an automatic shelf registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, as a "well-known seasoned issuer" as defined in Rule 405 under the Securities Act of 1933. 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 SEC's 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.
1
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.
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 Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements can be identified by words such as "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects" and similar references to future periods. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Examples of forward-looking statements include, but are not limited to, statements we make regarding our ability to generate significant cash flow, amounts we will invest in capital expenditures, amounts we will pay under the CityCenter completion guarantee, the opening of certain strategic resort developments, and the amount we will receive from the MGM China dividend.. The foregoing is not a complete list of all forward-looking statements we make. 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 regional, national or global political, economic, business, competitive, market and regulatory conditions and the following:
2
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, 2011 in the section entitled "Risk Factors" and as may be included from time to time in our reports filed with the Commission. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
3
We are one of the world's leading global hospitality companies, operating a world-renowned portfolio of destination resort brands. We believe the resorts we own, manage and invest in are among the world's finest casino resorts. We are a Delaware corporation that acts largely as a holding company; our operations are conducted through our wholly owned subsidiaries.
We have two reportable segments that are based on the regions in which we operate: wholly owned domestic resorts and MGM China. We currently operate 15 wholly owned resorts in the United States. MGM China's operations consist of the MGM Macau resort and casino. We have additional business activities including our investments in unconsolidated affiliates, our MGM Hospitality operations, and certain other corporate and management operations.
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, acquisitions and capital expenditures, subject to the terms of our senior credit facility and our senior and secured notes indentures. 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 or other offering material relating to such offering. If the net proceeds from a specific offering will be used to repay indebtedness, the applicable prospectus supplement or other offering material will describe the relevant terms of the debt to be repaid.
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, | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2007 | 2008 | 2009 | 2010 | 2011 | |||||||||||
Ratio of earnings to fixed charges(1) |
3.15X | (2 | ) | (2 | ) | (2 | ) | 3.69X |
4
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. 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 form of 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 Commission. 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 Securities Exchange Act of 1934 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 incorporated in this prospectus by reference from MGM Resorts International's Annual Report on Form 10-K and the effectiveness of MGM Resorts International's 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 auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the Commission. The public may read and copy any materials filed with the Commission at the Commission's 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 Commission at 1-800-SEC-0330. Also, the Commission maintains an Internet web site that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the Commission. The public can obtain any documents that we file electronically with the Commission at http://www.sec.gov.
5
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 Commission. 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 supplement. 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 Commission at 100 F Street N.E., Washington, D.C. 20549, and obtain copies, at prescribed rates, from the Commission.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We incorporate by reference the documents listed below and any future filings made with the Commission 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):
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 supplement and on or before the time that our offering of the notes is completed are deemed to be incorporated by reference in this prospectus supplement 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 supplement will be deemed to be modified or superseded for purposes of this prospectus supplement 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 supplement 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 supplement.
Any person receiving a copy of this prospectus supplement 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.
6
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.
Securities and Exchange Commission Fee |
$ | * | ||
Printing and Engraving Expenses |
$ | ** | ||
Legal Fees and Expenses |
$ | ** | ||
Accounting Fees and Expenses |
$ | ** | ||
Trustee Fees and Expenses |
$ | ** | ||
Miscellaneous |
$ | ** | ||
Total |
$ | ** | ||
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 director's 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 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 Bylaws of MGM Resorts International provides for indemnification of persons to the extent permitted by the Delaware General Corporation Law.
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
II-1
Statement, provide for the 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. The Registrant also has 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.
Exhibit Number |
Description of Exhibit | ||
---|---|---|---|
1.1 | Form of Underwriting Agreement* | ||
4.1 |
Amended and Restated Certificate of Incorporation of MGM Resorts International, dated June 14, 2011 ((incorporated by reference to Exhibit 3.1 to MGM Resorts International's Quarterly Report on Form 10-Q filed on August 9, 2011) |
||
4.2 |
Amended and Restated Bylaws of MGM Resorts International (incorporated by reference to Exhibit 3.1 to MGM Resorts International's Current Report on Form 8-K filed on December 20, 2010) |
||
4.3 |
Form of Indenture for the Debt Securities** |
||
4.4 |
Form of Debt Security* |
||
4.5 |
Form of Guarantee* |
||
4.6 |
Form of Warrant Agreement* |
||
4.7 |
Form of Warrant* |
||
4.8 |
Form of Rights Agreement* |
||
4.9 |
Form of Stock Purchase Agreement* |
||
4.10 |
Form of Unit Agreement* |
||
5.1 |
Opinion of Milbank, Tweed, Hadley and McCloy** |
||
12.1 |
Computation of Ratio of Earnings to Fixed Charges** |
||
23.1 |
Consent of Deloitte & Touche LLP** |
||
23.2 |
Consent of Milbank, Tweed, Hadley and McCloy LLP (included in Exhibit 5.1 to this Registration Statement) |
||
24.1 |
Power of Attorney (included on signature pages to the Registration Statement) |
||
25.1 |
Statement of Eligibility on Form T-1 of U.S. Bank National Association, to act as trustee under the Indenture** |
II-2
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 Commission 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 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. 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 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 the 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
II-3
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 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. The undersigned Registrant hereby undertakes that, 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 Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's 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. 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.
II-4
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 Commission under section 305(b)2 of the Act.
II-5
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 15, 2012.
MGM Resorts International | ||||
By: |
/s/ JAMES J. MURREN James J. Murren Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, a Delaware corporation, 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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ JAMES J. MURREN James J. Murren |
Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer) |
|
/s/ ROBERT H. BALDWIN Robert H. Baldwin |
Chief Design and Construction Officer and Director |
|
/s/ DANIEL J. D'ARRIGO Daniel J. D'Arrigo |
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) |
II-6
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ ROBERT C. SELWOOD Robert C. Selwood |
Executive Vice President and Chief Accounting Officer (Principal Accounting Officer) |
|
/s/ WILLIAM A. BIBLE William A. Bible |
Director |
|
/s/ BURTON M. COHEN Burton M. Cohen |
Director |
|
/s/ WILLIE D. DAVIS Willie D. Davis |
Director |
|
/s/ ALEXIS M HERMAN Alexis M. Herman |
Director |
|
/s/ ROLAND HERNANDEZ Roland Hernandez |
Director |
|
/s/ ANTHONY MANDEKIC Anthony Mandekic |
Director |
|
/s/ ROSE MCKINNEY-JAMES Rose McKinney-James |
Director |
|
/s/ DANIEL J. TAYLOR Daniel J. Taylor |
Director |
|
/s/ MELVIN B. WOLZINGER Melvin B. Wolzinger |
Director |
II-7
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet 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 their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.
AC HOLDING CORP. | ||||
AC HOLDING CORP. II | ||||
DIAMOND GOLD, INC. | ||||
LV CONCRETE CORP. | ||||
MANDALAY MARKETING AND EVENTS | ||||
MANDALAY PLACE | ||||
MANDALAY RESORT GROUP | ||||
MGM GRAND ATLANTIC CITY, INC. | ||||
MGM GRAND DETROIT, INC. | ||||
MGM RESORTS AVIATION CORP. | ||||
MGM RESORTS CORPORATE SERVICES | ||||
MGM RESORTS MANUFACTURING CORP. | ||||
MH, INC. | ||||
M.I.R. TRAVEL | ||||
MIRAGE LAUNDRY SERVICES CORP. | ||||
MIRAGE LEASING CORP. | ||||
MMNY LAND COMPANY, INC. | ||||
M.S.E. INVESTMENTS, INCORPORATED | ||||
NEW PRMA LAS VEGAS, INC. | ||||
PRMA LAND DEVELOPMENT COMPANY | ||||
By: |
/s/ JAMES J. MURREN James J. Murren President |
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are 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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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.
II-8
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ JAMES J. MURREN James J. Murren |
President and Director (Principal Executive Officer) |
|
/s/ DANIEL J. D'ARRIGO Daniel J. D'Arrigo |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ WILLIAM J. HORNBUCKLE William J. Hornbuckle |
Director |
|
/s/ COREY SANDERS Corey Sanders |
Director |
II-9
Pursuant to the requirements of the Securities Act of 1933, as amended, the Bungalow, 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 their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.
|
BUNGALOW, INC. | |||
|
By: |
/s/ GEORGE P. CORCHIS, JR. |
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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ GEORGE P. CORCHIS, JR. George P. Corchis, Jr. |
President and Director (Principal Executive Officer) |
|
/s/ DANIEL J. D'ARRIGO Daniel J. D'Arrigo |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ WILLIAM J. HORNBUCKLE William J. Hornbuckle |
Director |
II-10
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ COREY SANDERS Corey Sanders |
Director | |
/s/ JAMES J. MURREN James J. Murren |
Director |
II-11
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 their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.
|
CIRCUS CIRCUS CASINOS, INC. | |||
|
By: |
/s/ DONALD THRASHER |
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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ DONALD THRASHER Donald Thrasher |
President (Principal Executive Officer) |
|
/s/ SHERI CHERUBINO Sheri Cherubino |
Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ WILLIAM J. HORNBUCKLE William J. Hornbuckle |
Director |
II-12
SIGNATURE
|
TITLE
|
|
---|---|---|
/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, the entities listed below certify that they have reasonable grounds to believe that they meet 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 their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.
CITYCENTER REALTY CORP MGM RESORTS INTERNATIONAL DESIGN |
||||
By: |
/s/ ROBERT H. BALDWIN Robert H. Baldwin President |
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are 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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ ROBERT H. BALDWIN Robert H. Baldwin |
President (Principal Executive Officer) |
|
/s/ DANIEL J. D'ARRIGO Daniel J. D'Arrigo |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ WILLIAM J. HORNBUCKLE William J. Hornbuckle |
Director |
II-14
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ COREY SANDERS Corey Sanders |
Director | |
/s/ JAMES J. MURREN James J. Murren |
Director |
II-15
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet 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 their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.
DESTRON, INC. MGM RESORTS INTERNATIONAL MARKETING, INC. |
||||
By: |
/s/ ALBERT FACCINTO Albert Faccinto, Jr. President |
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are 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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ ALBERT FACCINTO JR Albert Faccinto, Jr. |
President (Principal Executive Officer) |
|
/s/ DANIEL J. D'ARRIGO Daniel J. D'Arrigo |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ WILLIAM J. HORNBUCKLE William J. Hornbuckle |
Director |
II-16
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ COREY SANDERS Corey Sanders |
Director | |
/s/ JAMES J. MURREN James J. Murren |
Director |
II-17
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet 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 their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.
GALLEON, INC. MGM RESORTS INTERNATIONAL OPERATIONS, INC. |
||||
By: |
/s/ COREY I. SANDERS Corey I. Sanders President |
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are 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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ COREY I. SANDERS Corey I. Sanders |
President and Director (Principal Executive Officer) |
|
/s/ DANIEL J. D'ARRIGO Daniel J. D'Arrigo |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ WILLIAM J. HORNBUCKLE William J. Hornbuckle |
Director |
|
/s/ JAMES J. MURREN James J. Murren |
Director |
II-18
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet 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 their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.
GRAND LAUNDRY, INC. | ||||
By: |
/s/ SCOTT SIBELLA Scott Sibella President |
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are 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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ SCOTT SIBELLA Scott Sibella |
President (Principal Executive Officer) |
|
/s/ DANIEL J. D'ARRIGO Daniel J. D'Arrigo |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ WILLIAM J. HORNBUCKLE William J. Hornbuckle |
Director |
II-19
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ COREY SANDERS Corey Sanders |
Director | |
/s/ JAMES J. MURREN James J. Murren |
Director |
II-20
Pursuant to the requirements of the Securities Act of 1933, as amended, Mandalay 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 15, 2012.
MANDALAY CORP. | ||||
By: |
/s/ CHUCK BOWLING Chuck Bowling President |
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which are 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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ CHUCK BOWLING Chuck Bowling |
President (Principal Executive Officer) |
|
/s/ CARLOS CASTRO Carlos Castro |
Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ WILLIAM J. HORNBUCKLE William J. Hornbuckle |
Director |
II-21
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ COREY SANDERS Corey Sanders |
Director | |
/s/ JAMES J. MURREN James J. Murren |
Director |
II-22
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet 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 their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.
MGM RESORTS ADVERTISING, INC. VIDIAD |
||||
By: |
/s/ WILLIAM J. HORNBUCKLE William J. Hornbuckle President |
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are 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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ WILLIAM J. HORNBUCKLE William J. Hornbuckle |
President and Director (Principal Executive Officer) |
|
/s/ DANIEL J. D'ARRIGO Daniel J. D'Arrigo |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ COREY SANDERS Corey Sanders |
Director |
|
/s/ JAMES J. MURREN James J. Murren |
Director |
II-23
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts Entertainment and Sports 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 15, 2012.
MGM RESORTS ENTERTAINMENT AND SPORTS | ||||
By: |
/s/ RICHARD STRUM Richard Sturm President |
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which are 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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ RICHARD STRUM Richard Sturm |
President (Principal Executive Officer) |
|
/s/ DANIEL J. D'ARRIGO Daniel J. D'Arrigo |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ WILLIAM J. HORNBUCKLE William J. Hornbuckle |
Director |
II-24
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ COREY SANDERS Corey Sanders |
Director | |
/s/ JAMES J. MURREN James J. Murren |
Director |
II-25
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 15, 2012.
MGM RESORTS RETAIL | ||||
By: |
/s/ FRANK VISCONTI Frank Visconti President |
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which are 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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ FRANK VISCONTI Frank Visconti |
President (Principal Executive Officer) |
|
/s/ DANIEL J. D'ARRIGO Daniel J. D'Arrigo |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ WILLIAM J. HORNBUCKLE William J. Hornbuckle |
Director |
II-26
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ COREY SANDERS Corey Sanders |
Director | |
/s/ JAMES J. MURREN James J. Murren |
Director |
II-27
Pursuant to the requirements of the Securities Act of 1933, as amended, The Mirage Casino-Hotel 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 15, 2012.
THE MIRAGE CASINO-HOTEL | ||||
By: |
/s/ FELIX RAPPAPORT Felix Rappaport President |
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which are 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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ FELIX RAPPAPORT Felix Rappaport |
President (Principal Executive Officer) |
|
/s/ DEBBIE HOTTENSEN Debbie Hottensen |
Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ WILLIAM J. HORNBUCKLE William J. Hornbuckle |
Director |
II-28
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ COREY SANDERS Corey Sanders |
Director | |
/s/ JAMES J. MURREN James J. Murren |
Director |
II-29
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.
NEW CASTLE CORP. RAMPARTS, INC. |
||||
By: |
/s/ SUZANNE RENEE WEST Suzanne Renee West President |
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which are 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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ SUZANNE RENEE WEST Suzanne Renee West |
President (Principal Executive Officer) |
|
/s/ SCOTT B. SNOW Scott B. Snow |
Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ WILLIAM J. HORNBUCKLE William J. Hornbuckle |
Director |
II-30
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ COREY SANDERS Corey Sanders |
Director | |
/s/ JAMES J. MURREN James J. Murren |
Director |
II-31
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet 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 their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.
550 LEASING COMPANY I, LLC MANDALAY EMPLOYMENT, LLC |
||||
By: |
Mandalay Resort Group |
|||
Its: | Member | |||
By: |
/s/ JAMES J. MURREN James J. Murren President |
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are 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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ JAMES J. MURREN James J. Murren |
President and Director of Mandalay Resort Group (Principal Executive Officer) |
|
/s/ DANIEL J. D'ARRIGO Daniel J. D'Arrigo |
Treasurer of Mandalay Resort Group (Principal Financial Officer and Principal Accounting Officer) |
II-32
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ WILLIAM J. HORNBUCKLE William J. Hornbuckle |
Director of Mandalay Resort Group | |
/s/ COREY SANDERS Corey Sanders |
Director of Mandalay Resort Group |
II-33
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 15, 2012.
NEVADA LANDING PARTNERSHIP | ||||
By: |
MSE Investments, Incorporated |
|||
Its: | General Partner | |||
By: | Diamond Gold, Inc. | |||
Its: | General Partner | |||
By: |
/s/ JAMES J. MURREN James J. Murren President of each General Partner of Nevada Landing Partnership |
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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 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 (Principal Executive Officer) |
II-34
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ DANIEL J. D'ARRIGO Daniel J. D'Arrigo |
Treasurer of each General Partner of Nevada Landing Partnership (Principal Financial Officer and Principal Accounting Officer) |
|
/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-35
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet 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 their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.
350 LEASING COMPANY I, LLC 350 LEASING COMPANY II, LLC 450 LEASING COMPANY I, LLC 550 LEASING COMPANY II, LLC MGM RESORTS INTERNATIONAL GLOBAL GAMING DEVELOPMENT, LLC METROPOLITAN MARKETING, LLC MGM RESORTS AIRCRAFT HOLDINGS, LLC MGM RESORTS LAND HOLDINGS, LLC MGM RESORTS ONLINE, LLC PRMA, LLC VINTAGE LAND HOLDINGS, LLC VINTAGE LAND HOLDINGS II, LLC |
||||
By: |
/s/ JAMES J. MURREN James J. Murren President |
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are 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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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.
II-36
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ JAMES J. MURREN James J. Murren |
President and Director (Principal Executive Officer) |
|
/s/ DANIEL J. D'ARRIGO Daniel J. D'Arrigo |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ COREY I. SANDERS Corey I. Sanders |
Director |
II-37
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 15, 2012.
ARIA RESORT & CASINO, LLC | ||||
By: |
/s/ WILLIAM MCBEATH William McBeath President |
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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ WILLIAM MCBEATH William McBeath |
President (Principal Executive Officer) |
|
/s/ WILLIAM BOASBERG William Boasberg |
Senior Vice President Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ COREY I. SANDERS Corey I. Sanders |
Director |
|
/s/ JAMES J. MURREN James J. Murren |
Director |
II-38
Pursuant to the requirements of the Securities Act of 1933, as amended, MRGS, 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 15, 2012.
MRGS, LLC | ||||
By: |
/s/ ANTON NIKODEMUS Anton Nikodemus President |
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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ ANTON NIKODEMUS Anton Nikodemus |
President (Principal Executive Officer) |
|
/s/ DOUG SANDOVAL Doug Sandoval |
Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ COREY I. SANDERS Corey I. Sanders |
Director |
|
/s/ JAMES J. MURREN James J. Murren |
Director |
II-39
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet 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 their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.
BEAU RIVAGE RESORTS, INC. MGM RESORTS MISSISSIPPI, INC. |
||||
By: |
/s/ GEORGE P. CORCHIS, JR. George P. Corchis, Jr. President |
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are 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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ GEORGE P. CORCHIS, JR. George P. Corchis, Jr. |
President (Principal Executive Officer) |
|
/s/ JORGE PEREZ Jorge Perez |
Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ ERIC WOLFMAN Eric Wolfman |
Vice President and Chief Financial Officer of MGM Resorts Mississippi, Inc. (Principal Financial Officer and Principal Accounting Officer) |
II-40
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ COREY I. SANDERS Corey I. Sanders |
Director | |
/s/ JAMES J. MURREN James J. Murren |
Director |
II-41
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 15, 2012.
BELLAGIO, LLC | ||||
By: |
/s/ RANDY MORTON Randy Morton President |
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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ RANDY MORTON Randy Morton |
President (Principal Executive Officer) |
|
/s/ MICHAEL LONGI Michael Longi |
Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ COREY I. SANDERS Corey I. Sanders |
Director |
|
/s/ JAMES J. MURREN James J. Murren |
Director |
II-42
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet 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 their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.
CITYCENTER FACILITIES MANAGEMENT, LLC PROJECT CC, LLC VDARA CONDO HOTEL, LLC |
||||
By: |
/s/ ROBERT H. BALDWIN Robert H. Baldwin President |
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are 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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ ROBERT H. BALDWIN Robert H. Baldwin |
President (Principal Executive Officer) |
|
/s/ CHRIS NORDLING Chris Nordling |
Executive Vice President and Chief Financial Officer of Project CC, LLC (Principal Financial Officer and Principal Accounting Officer) |
II-43
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ DANIEL J. D'ARRIGO Daniel J. D'Arrigo |
Treasurer of CityCenter Facilities Management, LLC and Vdara Condo Hotel, LLC (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ COREY I. SANDERS Corey I. Sanders |
Director |
|
/s/ JAMES J. MURREN James J. Murren |
Director |
II-44
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet 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 their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.
|
MGM RESORTS DEVELOPMENT, LLC | |||
|
IKM MGM MANAGEMENT, LLC | |||
|
IKM MGM, LLC | |||
|
By: |
/s/ KEN ROSEVEAR |
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are 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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ KEN ROSEVEAR Ken Rosevear |
President (Principal Executive Officer) |
|
/s/ DANIEL J. D'ARRIGO Daniel J. D'Arrigo |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ COREY I. SANDERS Corey I. Sanders |
Director |
|
/s/ JAMES J. MURREN James J. Murren |
Director |
II-45
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet 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 their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.
|
GOLD STRIKE FUEL COMPANY, LLC | |||
|
JEAN DEVELOPMENT COMPANY, LLC | |||
|
JEAN DEVELOPMENT NORTH, LLC | |||
|
JEAN DEVELOPMENT WEST, LLC | |||
|
JEAN FUEL COMPANY WEST, LLC | |||
|
RAILROAD PASS INVESTMENT GROUP, LLC | |||
|
By: |
/s/ DONALD THRASHER |
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are 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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ DONALD THRASHER Donald Thrasher |
President (Principal Executive Officer) |
|
/s/ DANIEL J. D'ARRIGO Daniel J. D'Arrigo |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
II-46
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ COREY I. SANDERS Corey I. Sanders |
Director | |
/s/ JAMES J. MURREN James J. Murren |
Director |
II-47
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Brimfield, 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 15, 2012.
|
MGM BRIMFIELD, LLC | |||
|
By: |
/s/ WILLIAM J. HORNBUCKLE |
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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ WILLIAM J. HORNBUCKLE William J. Hornbuckle |
President (Principal Executive Officer) |
|
/s/ DANIEL J. D'ARRIGO Daniel J. D'Arrigo |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ COREY I. SANDERS Corey I. Sanders |
Director |
|
/s/ JAMES J. MURREN James J. Murren |
Director |
II-48
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet 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 their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.
MGM GRAND CONDOMINIUMS EAST-TOWER I, LLC MGM GRAND CONDOMINIUMS, LLC MGM GRAND CONDOMINIUMS II, LLC MGM GRAND CONDOMINIUMS III, LLC MGM GRAND HOTEL, LLC THE SIGNATURE CONDOMINIUMS, LLC SIGNATURE TOWER 2, LLC SIGNATURE TOWER 3, LLC SIGNATURE TOWER I, LLC TOWER B, LLC TOWER C, LLC |
||||
By: |
/s/ SCOTT SIBELLA Scott Sibella President |
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are 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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ SCOTT SIBELLA Scott Sibella |
President (Principal Executive Officer) |
II-49
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ MIKE NEUBECKER Mike Neubecker |
Senior Vice President Chief Financial Officer of MGM Grand Hotel, LLC (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ DANIEL J. D'ARRIGO Daniel J. D'Arrigo |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ COREY I. SANDERS Corey I. Sanders |
Director |
|
/s/ JAMES J. MURREN James J. Murren |
Director |
II-50
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet 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 their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.
MGM HOSPITALITY, LLC MGM RESORTS MANAGEMENT AND TECHNICAL SERVICES, LLC |
||||
By: |
/s/ GAMAL ABDELAZIZ Gamal Abdelaziz President |
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are 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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ GAMAL ABDELAZIZ Gamal Abdelaziz |
President (Principal Executive Officer) |
|
/s/ JAMES MHRA James Mhra |
Senior Vice President and Chief Financial Officer of MGM Hospitality, LLC (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ COREY I. SANDERS Corey I. Sanders |
Director |
|
/s/ JAMES J. MURREN James J. Murren |
Director |
II-51
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 15, 2012.
MGM INTERNATIONAL, LLC | ||||
By: |
/s/ ALBERT FACCINTO JR Albert Faccinto, Jr. President |
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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ ALBERT FACCINTO JR Albert Faccinto, Jr. |
President (Principal Executive Officer) |
|
/s/ DANIEL J. D'ARRIGO Daniel J. D'Arrigo |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ COREY I. SANDERS Corey I. Sanders |
Director |
|
/s/ JAMES J. MURREN James J. Murren |
Director |
II-52
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet 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 their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.
NEW YORK-NEW YORK HOTEL & CASINO, LLC NEW YORK-NEW YORK TOWER, LLC NYNY ROKVEGAS, LLC |
||||
By: |
/s/ CYNTHIA KISER MURPHEY Cynthia Kiser Murphey President |
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are 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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ CYNTHIA KISER MURPHEY Cynthia Kiser Murphey |
President (Principal Executive Officer) |
|
/s/ COURTNEY WENLENDER Courtney Wenlender |
Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
II-53
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ COREY I. SANDERS Corey I. Sanders |
Director | |
/s/ JAMES J. MURREN James J. Murren |
Director |
II-54
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet 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 their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.
OE PUB, LLC THE CRYSTALS AT CITYCENTER MANAGEMENT, LLC |
||||
By: |
/s/ FRANK VISCONTI Frank Visconti President |
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are 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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ FRANK VISCONTI Frank Visconti |
President (Principal Executive Officer) |
|
/s/ DANIEL J. D'ARRIGO Daniel J. D'Arrigo |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ COREY I. SANDERS Corey I. Sanders |
Director |
|
/s/ JAMES J. MURREN James J. Murren |
Director |
II-55
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts Lake Charles, 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 15, 2012.
MGM RESORTS LAKE CHARLES, LLC | ||||
By: |
/s/ GEORGE P. CORCHIS, JR. George P. Corchis, Jr. President |
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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ GEORGE P. CORCHIS, JR. George P. Corchis, Jr. |
President and Director (Principal Executive Officer) |
|
/s/ DANIEL J. D'ARRIGO Daniel J. D'Arrigo |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ COREY I. SANDERS Corey I. Sanders |
Director |
II-56
Pursuant to the requirements of the Securities Act of 1933, as amended, Mirage Resorts, Incorporated 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 15, 2012.
MIRAGE RESORTS, INCORPORATED | ||||
By: |
/s/ JAMES J. MURREN James J. Murren President |
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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ JAMES J. MURREN James J. Murren |
President and Director (Principal Executive Officer) |
|
/s/ DANIEL J. D'ARRIGO Daniel J. D'Arrigo |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ JOHN M. MCMANUS John M. McManus |
Director |
II-57
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 15, 2012.
MAC, CORP. | ||||
By: |
/s/ WILLIAM J. HORNBUCKLE William J. Hornbuckle President |
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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ WILLIAM J. HORNBUCKLE William J. Hornbuckle |
President and Director (Principal Executive Officer) |
|
/s/ DANIEL J. D'ARRIGO Daniel J. D'Arrigo |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ WILLIAM HORBUCKLE William Hornbuckle |
Director |
|
/s/ KEN ROSEVEAR Ken Rosevear |
Director |
II-58
Pursuant to the requirements of the Securities Act of 1933, as amended, Victoria Partners 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 15, 2012.
VICTORIA PARTNERS | ||||
By: |
MRGS, LLC |
|||
Its: | Partner | |||
By: |
/s/ ANTON NIKODEMUS Anton Nikodemus President |
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By: |
Gold Strike L.V. |
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By: | Diamond Gold, Inc. | |||
Its: | General Partner | |||
By: | M.S.E. Investments, Incorporated | |||
Its: | General Partner | |||
By: |
/s/ JAMES J. MURREN James J. Murren President |
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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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.
II-59
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ ANTON NIKODEMUS Anton Nikodemus |
President and Chief Operating Officer of MRGS, LLC (Principal Executive Officer) |
|
/s/ JAMES J. MURREN James J. Murren |
Treasurer and Manager of MRGS, LLC and President and Director of each Partner of Gold Strike L.V. (Principal Executive Officer) |
|
/s/ DOUG SANDOVAL Doug Sandoval |
Vice President and Chief Financial Officer of MRGS, LLC (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ DANIEL J. D'ARRIGO Daniel J. D'Arrigo |
Treasurer of each General Partner of Gold Strike L.V. (Principal Financial Officer and Principal Accounting Officer) |
|
/s/ COREY I. SANDERS Corey I. Sanders |
Manager of MRGS, LLC and Director of each General Partner of Gold Strike L.V. |
|
/s/ WILLIAM HORNBUCKLE William Hornbuckle |
Director of each General Partner of Gold Strike L.V. |
II-60
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 15, 2012.
GOLD STRIKE L.V. | ||||
By: |
M.S.E Investments, Incorporation |
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Its: | Partner | |||
By: |
Diamond Gold, Inc. |
|||
Its: | Partner | |||
By: |
/s/ JAMES J. MURREN James J. Murren President |
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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 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. (Principal Executive Officer) |
|
/s/ DANIEL J. D'ARRIGO Daniel J. D'Arrigo |
Treasurer of each General Partner of Gold Strike L.V. (Principal Financial Officer and Principal Accounting Officer) |
II-61
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ WILLIAM HORNBUCKLE William Hornbuckle |
Director of each General Partner of Gold Strike L.V. |
|
/s/ COREY I. SANDERS Corey I. Sanders |
Director of each General Partner of Gold Strike L.V. |
II-62
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 15, 2012.
VENDIDO, LLC | ||||
By: |
The Signatures Condominiums, LLC |
|||
Its: | Sole Member | |||
By: |
/s/ SCOTT SIBELLA Scott Sibella President |
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 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's 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 the 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, this Registration Statement on Form S-3 has been signed on March 15, 2012 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. D'ARRIGO Daniel J. D'Arrigo |
Treasurer of The Signature Condominiums, LLC (Principal Financial Officer and Principal Accounting Officer) |
II-63
SIGNATURE
|
TITLE
|
|
---|---|---|
/s/ COREY I. SANDERS Corey I. Sanders |
Manager of The Signature Condominiums, LLC |
|
/s/ JAMES J. MURREN James J. Murren |
Manager of The Signature Condominiums, LLC |
II-64