Item 16. Exhibits.
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Exhibit
Number
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Description of Exhibit
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1.1
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Form of Underwriting Agreement*
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4.1
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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)
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4.2
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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)
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4.3
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Form of Indenture for the Debt Securities (previously filed)
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4.4
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Form of Debt Security*
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4.5
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Form of Guarantee*
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4.6
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Form of Warrant Agreement*
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4.7
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Form of Warrant*
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4.8
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Form of Rights Agreement*
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4.9
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Form of Stock Purchase Agreement*
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4.10
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Form of Unit Agreement*
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5.1
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Opinion of Milbank, Tweed, Hadley and McCloy LLP (previously filed)
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12.1
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Computation of Ratio of Earnings to Fixed Charges (previously filed)
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23.1
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Consent of Deloitte & Touche LLP**
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23.2
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Consent of Milbank, Tweed, Hadley and McCloy LLP (previously filed)
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24.1
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Power of Attorney (included in signature page to the Registration Statement on Form S-3, Registration No. 333-180112, filed March 15, 2012)(previously filed)
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24.2
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Power of Attorney**
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25.1
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Statement of Eligibility on Form T-1 of U.S. Bank National Association, to act as trustee under the Indenture (previously filed)
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*
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To
be filed by amendment or as an exhibit to a document filed by MGM Resorts International under the Securities Exchange Act of 1934, as amended, and
incorporated herein by reference.
-
**
-
Filed
herewith.
II-2
Item 17. Undertakings.
1. The
undersigned Registrant hereby undertakes:
(a) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in
the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the 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 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
II-3
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.
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-4
SIGNATURES
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 Post-Effective Amendment No. 2 to the Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on December 6, 2012.
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MGM RESORTS INTERNATIONAL
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By:
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*
Daniel J. D'Arrigo
Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)
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Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
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SIGNATURE
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TITLE
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*
James J. Murren
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Chairman of the Board,
Chief Executive Officer and President
(Principal Executive Officer)
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*
Robert H. Baldwin
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Chief Design and Construction
Officer and Director
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*
Daniel J. D'Arrigo
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Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)
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*
Robert C. Selwood
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Executive Vice President
and Chief Accounting Officer
(Principal Accounting Officer)
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*
William A. Bible
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Director
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*
Burton M. Cohen
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Director
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II-5
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SIGNATURE
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TITLE
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*
Willie D. Davis
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Director
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*
Alexis M. Herman
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Director
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*
Roland Hernandez
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Director
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*
Anthony Mandekic
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Director
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*
Rose McKinney-James
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Director
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*
Daniel J. Taylor
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Director
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*By:
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/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
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II-6
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 Post-Effective Amendment No. 2 to the 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 December 6, 2012.
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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
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By:
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*
Daniel J. D'Arrigo
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
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Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
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SIGNATURE
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TITLE
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*
James J. Murren
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President and Director
(Principal Executive Officer)
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*
Daniel J. D'Arrigo
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Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
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II-7
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SIGNATURE
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TITLE
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*
William J. Hornbuckle
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Director
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*
Corey I. Sanders
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Director
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*By:
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/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
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II-8
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 Post-Effective Amendment No. 2 to the
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 December 6, 2012.
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BUNGALOW, INC.
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By:
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*
Daniel J. D'Arrigo
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
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Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
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SIGNATURE
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TITLE
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*
George P. Corchis, Jr.
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President and Director
(Principal Executive Officer)
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*
Daniel J. D'Arrigo
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Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
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*
William J. Hornbuckle
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Director
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*
Corey I. Sanders
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Director
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*
James J. Murren
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Director
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*By:
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/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
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II-9
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 Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on December 6, 2012.
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CIRCUS CIRCUS CASINOS, INC.
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By:
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*
Sheri Cherubino
Vice President and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
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Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
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SIGNATURE
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TITLE
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*
Donald Thrasher
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President
(Principal Executive Officer)
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*
Sheri Cherubino
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Vice President and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
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*
William J. Hornbuckle
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Director
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*
Corey I. Sanders
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Director
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*
James J. Murren
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Director
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*By:
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/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
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II-10
Pursuant
to the requirements of the Securities Act of 1933, as amended, CityCenter Realty 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 Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on December 6, 2012.
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CITYCENTER REALTY CORP
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By:
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*
Daniel J. D'Arrigo
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
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Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
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SIGNATURE
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TITLE
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*
Robert H. Baldwin
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President
(Principal Executive Officer)
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*
Daniel J. D'Arrigo
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Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
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*
William J. Hornbuckle
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Director
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*
Corey I. Sanders
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Director
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*
James J. Murren
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Director
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*By:
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/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
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II-11
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 Post-Effective Amendment No. 2 to the 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 December 6, 2012.
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DESTRON, INC.
MGM RESORTS INTERNATIONAL
MARKETING, INC.
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By:
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*
Daniel J. D'Arrigo
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
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Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
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SIGNATURE
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TITLE
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*
Albert Faccinto, Jr.
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President
(Principal Executive Officer)
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*
Daniel J. D'Arrigo
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Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
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*
William J. Hornbuckle
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Director
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*
Corey I. Sanders
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Director
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*
James J. Murren
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Director
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*By:
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/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
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II-12
Pursuant
to the requirements of the Securities Act of 1933, as amended, Galleon, 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 Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on December 6, 2012.
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GALLEON, INC.
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By:
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*
Daniel J. D'Arrigo
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
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Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
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SIGNATURE
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TITLE
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*
Corey I. Sanders
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President and Director
(Principal Executive Officer)
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*
Daniel J. D'Arrigo
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Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
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*
William J. Hornbuckle
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Director
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*
John M. McManus
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Director
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*By:
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/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
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II-13
Pursuant
to the requirements of the Securities Act of 1933, as amended, Grand Laundry, Inc. certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on December 6, 2012.
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GRAND LAUNDRY, INC.
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By:
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*
Daniel J. D'Arrigo
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
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SIGNATURE
|
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TITLE
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*
Scott Sibella
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President
(Principal Executive Officer)
|
*
Daniel J. D'Arrigo
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|
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
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*
William J. Hornbuckle
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|
Director
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*
Corey I. Sanders
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|
Director
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*
James J. Murren
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|
Director
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*By:
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/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
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II-14
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 Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on December 6, 2012.
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MANDALAY CORP.
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By:
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*
Carlos Castro
Senior Vice President
and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
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Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
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SIGNATURE
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TITLE
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*
Chuck Bowling
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President
(Principal Executive Officer)
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*
Carlos Castro
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|
Senior Vice President
and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
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*
William J. Hornbuckle
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|
Director
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*
Corey I. Sanders
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|
Director
|
*
James J. Murren
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|
Director
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By:
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/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
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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 Post-Effective Amendment No. 2 to the 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 December 6, 2012.
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MGM RESORTS ADVERTISING, INC.
VIDIAD
|
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By:
|
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*
Daniel J. D'Arrigo
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
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SIGNATURE
|
|
TITLE
|
|
|
|
|
|
*
William J. Hornbuckle
|
|
President and Director
(Principal Executive Officer)
|
*
Daniel J. D'Arrigo
|
|
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
*
Corey I. Sanders
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|
Director
|
*
James J. Murren
|
|
Director
|
By:
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/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
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II-16
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 Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on December 6, 2012.
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MGM RESORTS ENTERTAINMENT AND SPORTS
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By:
|
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*
Daniel J. D'Arrigo
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
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|
|
SIGNATURE
|
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TITLE
|
|
|
|
|
|
*
Richard Sturm
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|
President
(Principal Executive Officer)
|
*
Daniel J. D'Arrigo
|
|
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
*
William J. Hornbuckle
|
|
Director
|
*
Corey I. Sanders
|
|
Director
|
*
James J. Murren
|
|
Director
|
By:
|
|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
|
|
|
II-17
Pursuant
to the requirements of the Securities Act of 1933, as amended, MGM Resorts International Design certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on December 6, 2012.
|
|
|
|
|
|
|
MGM RESORTS INTERNATIONAL DESIGN
|
|
|
By:
|
|
*
Blair Stanert
Vice President and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
*
Robert H. Baldwin
|
|
President
(Principal Executive Officer)
|
*
Blair Stanert
|
|
Vice President and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
*
William J. Hornbuckle
|
|
Director
|
*
Corey I. Sanders
|
|
Director
|
*
James J. Murren
|
|
Director
|
*By:
|
|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
|
|
|
II-18
Pursuant
to the requirements of the Securities Act of 1933, as amended, the MGM Resorts International Operations, Inc. certifies that it has reasonable grounds to believe that
they meet all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement on
Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on December 6, 2012.
|
|
|
|
|
|
|
MGM RESORTS INTERNATIONAL
OPERATIONS, INC.
|
|
|
By:
|
|
*
Daniel J. D'Arrigo
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
*
Corey I. Sanders
|
|
President and Director
(Principal Executive Officer)
|
*
Daniel J. D'Arrigo
|
|
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
*
William J. Hornbuckle
|
|
Director
|
*
James J. Murren
|
|
Director
|
*By:
|
|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
|
|
|
II-19
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 Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on December 6, 2012.
|
|
|
|
|
|
|
MGM RESORTS RETAIL
|
|
|
By:
|
|
*
Daniel J. D'Arrigo
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
*
Frank Visconti
|
|
President
(Principal Executive Officer)
|
*
Daniel J. D'Arrigo
|
|
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
*
William J. Hornbuckle
|
|
Director
|
*
Corey I. Sanders
|
|
Director
|
*
James J. Murren
|
|
Director
|
By:
|
|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
|
|
|
II-20
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 Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on December 6, 2012.
|
|
|
|
|
|
|
THE MIRAGE CASINO-HOTEL
|
|
|
By:
|
|
*
Debbie Hottensen
Vice President
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
*
Felix Rappaport
|
|
President
(Principal Executive Officer)
|
*
Debbie Hottensen
|
|
Vice President
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
*
William J. Hornbuckle
|
|
Director
|
*
Corey I. Sanders
|
|
Director
|
*
John M. McManus
|
|
Director
|
By:
|
|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
|
|
|
II-21
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 Post-Effective Amendment No. 2 to the 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 December 6, 2012.
|
|
|
|
|
|
|
NEW CASTLE CORP.
RAMPARTS, INC.
|
|
|
By:
|
|
*
Scott B. Snow
Senior Vice President
and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
*
Suzanne Renee West
|
|
President
(Principal Executive Officer)
|
*
Scott B. Snow
|
|
Senior Vice President
and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
*
William J. Hornbuckle
|
|
Director
|
*
Corey I. Sanders
|
|
Director
|
*
James J. Murren
|
|
Director
|
By:
|
|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
|
|
|
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 Post-Effective Amendment No. 2 to the 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 December 6, 2012.
|
|
|
|
|
|
|
550 LEASING COMPANY I, LLC
MANDALAY EMPLOYMENT, LLC
|
|
|
By:
|
|
Mandalay Resort Group
|
|
|
Its:
|
|
Member
|
|
|
By:
|
|
*
Daniel J. D'Arrigo
Treasurer of Mandalay Resort Group
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
*
James J. Murren
|
|
President and Director of Mandalay
Resort Group
(Principal Executive Officer)
|
*
Daniel J. D'Arrigo
|
|
Treasurer of Mandalay Resort Group
(Principal Financial Officer and
Principal Accounting Officer)
|
*
William J. Hornbuckle
|
|
Director Mandalay Resort Group
|
*
Corey I. Sanders
|
|
Director Mandalay Resort Group
|
By:
|
|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
|
|
|
II-23
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 Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on December 6, 2012.
|
|
|
|
|
|
|
NEVADA LANDING PARTNERSHIP
|
|
|
By:
|
|
MSE Investments, Incorporated
|
|
|
Its:
|
|
General Partner
|
|
|
By:
|
|
Diamond Gold, Inc.
|
|
|
Its:
|
|
General Partner
|
|
|
By:
|
|
*
Daniel J. D'Arrigo
Treasurer of each General Partner of Nevada Landing Partnership
(Principal Financial Officer and Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
*
James J. Murren
|
|
President and Director of each General Partner of
Nevada Landing Partnership
(Principal Executive Officer)
|
*
Daniel J. D'Arrigo
|
|
Treasurer of each General Partner of Nevada Landing
Partnership (Principal Financial Officer and Principal
Accounting Officer)
|
*
William J. Hornbuckle
|
|
Director of each General Partner of Nevada Landing
Partnership
|
*
Corey I. Sanders
|
|
Director of each General Partner of Nevada Landing
Partnership
|
By:
|
|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
|
|
|
II-24
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 Post-Effective Amendment No. 2 to the 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 December 6, 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:
|
|
*
Daniel J. D'Arrigo
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
*
James J. Murren
|
|
President and Director
(Principal Executive Officer)
|
*
Daniel J. D'Arrigo
|
|
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
*
Corey I. Sanders
|
|
Director
|
By:
|
|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
|
|
|
II-25
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 Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on December 6, 2012.
|
|
|
|
|
|
|
ARIA RESORT & CASINO, LLC
|
|
|
By:
|
|
*
William Boasberg
Senior Vice PresidentChief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
*
William Boasberg
|
|
Senior Vice PresidentChief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
*
Corey I. Sanders
|
|
Director
|
*
James J. Murren
|
|
Director
|
By:
|
|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
|
|
|
II-26
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 Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on December 6, 2012.
|
|
|
|
|
|
|
MRGS, LLC
|
|
|
By:
|
|
*
Doug Sandoval
Vice President and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
*
Randy Morton
|
|
President
(Principal Executive Officer)
|
*
Doug Sandoval
|
|
Vice President and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
*
Corey I. Sanders
|
|
Director
|
*
James J. Murren
|
|
Director
|
By:
|
|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
|
|
|
II-27
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 Post-Effective Amendment No. 2 to the 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 December 6, 2012.
|
|
|
|
|
|
|
BEAU RIVAGE RESORTS, INC.
MGM RESORTS MISSISSIPPI, INC.
|
|
|
By:
|
|
*
Jorge Perez
Vice President and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
*
George P. Corchis, Jr.
|
|
President
(Principal Executive Officer)
|
*
Jorge Perez
|
|
Vice President
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
*
Eric Wolfman
|
|
Vice President and Chief Financial Officer of
MGM Resort Mississippi, Inc.
(Principal Financial Officer and
Principal Accounting Officer)
|
*
Corey I. Sanders
|
|
Director
|
*
James J. Murren
|
|
Director
|
By:
|
|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
|
|
|
II-28
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 Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on December 6, 2012.
|
|
|
|
|
|
|
BELLAGIO, LLC
|
|
|
By:
|
|
*
Michael Longi
Vice President and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
*
Randy Morton
|
|
President
(Principal Executive Officer)
|
*
Michael Longi
|
|
Vice President and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
*
Corey I. Sanders
|
|
Director
|
*
James J. Murren
|
|
Director
|
By:
|
|
/s/ Andrew Hagopian III
Andrew Hagopian
Attorney-in-fact
|
|
|
II-29
Pursuant
to the requirements of the Securities Act of 1933, as amended, CityCenter Facilities Management, LLC certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on December 6, 2012.
|
|
|
|
|
|
|
CITYCENTER FACILITIES
MANAGEMENT, LLC
|
|
|
By:
|
|
*
Chris Nordling
Executive Vice President and
Chief Financial Officer of Project CC, LLC
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
*
Robert H. Baldwin
|
|
President
(Principal Executive Officer)
|
*
Chris Nordling
|
|
Executive Vice President and
Chief Financial Officer of
Project CC, LLC
(Principal Financial Officer and
Principal Accounting Officer)
|
*
Daniel J. D'Arrigo
|
|
Treasurer of
CityCenter Facilities Management, LLC
and Vdara Condo Hotel, LLC
(Principal Financial Officer and
Principal Accounting Officer)
|
*
Corey I. Sanders
|
|
Director
|
*
James J. Murren
|
|
Director
|
*By:
|
|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
|
|
|
II-30
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 Post-Effective Amendment No. 2 to the 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 December 6, 2012.
|
|
|
|
|
|
|
MGM RESORTS DEVELOPMENT, LLC
IKM MGM MANAGEMENT, LLC
IKM MGM, LLC
|
|
|
By:
|
|
*
Daniel J. D'Arrigo
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
*
Kenneth A. Rosevear
|
|
President
(Principal Executive Officer)
|
*
Daniel J. D'Arrigo
|
|
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
*
Corey I. Sanders
|
|
Director
|
*
James J. Murren
|
|
Director
|
*By:
|
|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
|
|
|
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 Post-Effective Amendment No. 2 to the 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 December 6, 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:
|
|
*
Daniel J. D'Arrigo
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
*
Donald Thrasher
|
|
President
(Principal Executive Officer)
|
*
Daniel J. D'Arrigo
|
|
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
*
Corey I. Sanders
|
|
Director
|
*
James J. Murren
|
|
Director
|
*By:
|
|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
|
|
|
II-32
Pursuant
to the requirements of the Securities Act of 1933, as amended, MGM Springfield, LLC certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on December 6, 2012.
|
|
|
|
|
|
|
MGM SPRINGFIELD, LLC
|
|
|
By:
|
|
*
Daniel J. D'Arrigo
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
*
William J. Hornbuckle
|
|
President
(Principal Executive Officer)
|
*
Daniel J. D'Arrigo
|
|
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
*
Corey I. Sanders
|
|
Director
|
*
James J. Murren
|
|
Director
|
*By:
|
|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
|
|
|
II-33
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 Post-Effective Amendment No. 2 to the 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 December 6, 2012.
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MGM GRAND CONDOMINIUMS
EAST-TOWER I, LLC
MGM GRAND CONDOMINIUMS, LLC
MGM GRAND CONDOMINIUMS II, LLC
MGM GRAND CONDOMINIUMS III, LLC
THE SIGNATURE CONDOMINIUMS, LLC
SIGNATURE TOWER 2, LLC
SIGNATURE TOWER 3, LLC
SIGNATURE TOWER I, LLC
TOWER B, LLC
TOWER C, LLC
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|
By:
|
|
*
Daniel J. D'Arrigo
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
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SIGNATURE
|
|
TITLE
|
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|
|
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|
*
Scott Sibella
|
|
President
(Principal Executive Officer)
|
*
Daniel J. D'Arrigo
|
|
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
*
Corey I. Sanders
|
|
Director
|
*
James J. Murren
|
|
Director
|
*By:
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|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
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|
II-34
Pursuant
to the requirements of the Securities Act of 1933, as amended, MGM Grand Hotel, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on December 6, 2012.
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MGM GRAND HOTEL, LLC
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By:
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*
Mike Neubecker
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
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SIGNATURE
|
|
TITLE
|
|
|
|
|
|
*
Scott Sibella
|
|
President
(Principal Executive Officer)
|
*
Mike Neubecker
|
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
*
Corey I. Sanders
|
|
Director
|
*
James J. Murren
|
|
Director
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*By:
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|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
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|
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 Post-Effective Amendment No. 2 to the 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 December 6, 2012.
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MGM HOSPITALITY, LLC
MGM RESORTS MANAGEMENT AND
TECHNICAL SERVICES, LLC
|
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|
By:
|
|
*
Gamal Abdelaziz
President
(Principal Executive Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
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SIGNATURE
|
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TITLE
|
|
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*
Gamal Abdelaziz
|
|
President
(Principal Executive Officer)
|
*
James Mhra
|
|
Senior Vice President
Chief Financial Officer of
MGM Hospitality, LLC
(Principal Financial Officer and
Principal Accounting Officer)
|
*
Corey I. Sanders
|
|
Director
|
*
James J. Murren
|
|
Director
|
*By:
|
|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
|
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II-36
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 Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on December 6, 2012.
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MGM INTERNATIONAL, LLC
|
|
|
By:
|
|
*
Daniel J. D'Arrigo
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
*
Albert Faccinto, Jr.
|
|
President
(Principal Executive Officer)
|
*
Daniel J. D'Arrigo
|
|
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
*
Corey I. Sanders
|
|
Director
|
*
James J. Murren
|
|
Director
|
*By:
|
|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
|
|
|
II-37
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 Post-Effective Amendment No. 2 to the 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 December 6, 2012.
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|
NEW YORK-NEW YORK HOTEL & CASINO, LLC
NEW YORK-NEW YORK TOWER, LLC
|
|
|
By:
|
|
*
Courtney Wenlender
Vice President and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
*
Cynthia Kiser Murphey
|
|
President
(Principal Executive Officer)
|
*
Courtney Wenlender
|
|
Vice President and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
*
Corey I. Sanders
|
|
Director
|
*
James J. Murren
|
|
Director
|
*By:
|
|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
|
|
|
II-38
Pursuant
to the requirements of the Securities Act of 1933, as amended, OE Pub, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on December 6, 2012.
|
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|
|
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|
OE PUB, LLC
|
|
|
By:
|
|
*
Daniel J. D'Arrigo
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
*
Frank Visconti
|
|
President
(Principal Executive Officer)
|
*
Daniel J. D'Arrigo
|
|
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
*
Corey I. Sanders
|
|
Director
|
*
James J. Murren
|
|
Director
|
*By:
|
|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
|
|
|
II-39
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Crystals at CityCenter Management, LLC certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement on
Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on December 6, 2012.
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|
THE CRYSTALS AT CITYCENTER
MANAGEMENT, LLC
|
|
|
By:
|
|
*
Daniel J. D'Arrigo
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
*
Robert H. Baldwin
|
|
Chief Executive Officer
(Principal Executive Officer)
|
*
Daniel J. D'Arrigo
|
|
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
*
Corey I. Sanders
|
|
Director
|
*
James J. Murren
|
|
Director
|
*By:
|
|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
|
|
|
II-40
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 Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on December 6, 2012.
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|
|
|
|
|
|
MIRAGE RESORTS, INCORPORATED
|
|
|
By:
|
|
*
Daniel J. D'Arrigo
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
*
James J. Murren
|
|
President and Director
(Principal Executive Officer)
|
*
Daniel J. D'Arrigo
|
|
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
*
John M. McManus
|
|
Director
|
*By:
|
|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
|
|
|
II-41
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 Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on December 6, 2012.
|
|
|
|
|
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|
MAC, CORP.
|
|
|
By:
|
|
*
Daniel J. D'Arrigo
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
*
William J. Hornbuckle
|
|
President and Director
(Principal Executive Officer)
|
*
Daniel J. D'Arrigo
|
|
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
*
Kenneth A. Rosevear
|
|
Director
|
*
James J. Murren
|
|
Director
|
*By:
|
|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
|
|
|
II-42
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 Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on December 6, 2012.
|
|
|
|
|
|
|
VICTORIA PARTNERS
|
|
|
By:
|
|
MRGS, LLC
|
|
|
Its:
|
|
Partner
|
|
|
By:
|
|
*
Doug Sandoval
Vice President and Chief
Financial Officer of MRGS, LLC
(Principal Financial Officer and
Principal Accounting Officer)
|
|
|
By:
|
|
Gold Strike L.V.
|
|
|
By:
|
|
Diamond Gold, Inc.
|
|
|
Its:
|
|
General Partner
|
|
|
By:
|
|
M.S.E. Investments, Incorporated
|
|
|
Its:
|
|
General Partner
|
|
|
By:
|
|
*
Daniel J. D'Arrigo
Treasurer of each General
Partner of Gold Strike L.V.
(Principal Financial Officer and
Principal Accounting Officer)
|
II-43
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
*
Randy Morton
|
|
President of MRGS, LLC
(Principal Executive Officer)
|
*
James J. Murren
|
|
Manager of MRGS, LLC
and President and Director of each
Partner of Gold Strike L.V.
(Principal Executive Officer)
|
*
Doug Sandoval
|
|
Vice President and Chief
Financial Officer of MRGS, LLC
(Principal Financial Officer and
Principal Accounting Officer)
|
*
Daniel J. D'Arrigo
|
|
Treasurer of each General
Partner of Gold Strike L.V.
(Principal Financial Officer and
Principal Accounting Officer)
|
*
Corey I. Sanders
|
|
Manager of MRGS, LLC and Director of
each General Partner of Gold Strike L.V.
|
*
William Hornbuckle
|
|
Director of
each General Partner of Gold Strike L.V.
|
*By:
|
|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
|
|
|
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 Post-Effective Amendment No. 2 to the 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 December 6, 2012.
|
|
|
|
|
|
|
PROJECT CC, LLC
VDARA CONDO HOTEL, LLC
|
|
|
By:
|
|
*
Chris Nordling
Executive Vice President and
Chief Financial Officer of Project CC, LLC
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
*
Robert H. Baldwin
|
|
Chief Executive Officer
(Principal Executive Officer)
|
*
Chris Nordling
|
|
Executive Vice President and
Chief Financial Officer of
Project CC, LLC
(Principal Financial Officer and
Principal Accounting Officer)
|
*
Daniel J. D'Arrigo
|
|
Treasurer of
CityCenter Facilities Management, LLC
and Vdara Condo Hotel, LLC
(Principal Financial Officer and
Principal Accounting Officer)
|
*
Corey I. Sanders
|
|
Director
|
*
James J. Murren
|
|
Director
|
*By:
|
|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
|
|
|
II-45
Pursuant
to the requirements of the Securities Act of 1933, as amended, Gold Strike L.V. certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on December 6, 2012.
|
|
|
|
|
|
|
GOLD STRIKE L.V.
|
|
|
By:
|
|
M.S.E Investments, Incorporation
|
|
|
Its:
|
|
Partner
|
|
|
By:
|
|
Diamond Gold, Inc.
|
|
|
Its:
|
|
Partner
|
|
|
By:
|
|
*
Daniel J. D'Arrigo
Treasurer of each General
Partner of Gold Strike L.V.
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
*
James J. Murren
|
|
President and Director of each General
Partner of Gold Strike L.V.
(Principal Executive Officer)
|
*
Daniel J. D'Arrigo
|
|
Treasurer of each General
Partner of Gold Strike L.V.
(Principal Financial Officer and
Principal Accounting Officer)
|
*
William Hornbuckle
|
|
Director of each General
Partner of Gold Strike L.V.
|
*
Corey I. Sanders
|
|
Director of each General
Partner of Gold Strike L.V.
|
*By:
|
|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
|
|
|
II-46
Pursuant
to the requirements of the Securities Act of 1933, as amended, Vendido, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on December 6, 2012.
|
|
|
|
|
|
|
VENDIDO, LLC
|
|
|
By:
|
|
The Signatures Condominiums, LLC
|
|
|
Its:
|
|
Sole Member
|
|
|
By:
|
|
*
Daniel J. D'Arrigo
Treasurer of The
Signature Condominiums, LLC
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 2012 by the following persons in the capacities indicated.
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
*
Scott Sibella
|
|
President of The
Signature Condominiums, LLC
(Principal Executive Officer)
|
*
Daniel J. D'Arrigo
|
|
Treasurer of The
Signature Condominiums, LLC
(Principal Financial Officer and
Principal Accounting Officer)
|
*
Corey I. Sanders
|
|
Manager of The
Signature Condominiums, LLC
|
*
James J. Murren
|
|
Manager of The
Signature Condominiums, LLC
|
*By:
|
|
/s/ Andrew Hagopian III
Andrew Hagopian III
Attorney-in-fact
|
|
|
II-47
Pursuant
to the requirements of the Securities Act of 1933, as amended, MGM Resorts Macao, LLC certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on December 6, 2012.
|
|
|
|
|
|
|
MGM RESORTS MACAO, LLC
|
|
|
By:
|
|
/s/ Daniel J. D'Arrigo
Daniel J. D'Arrigo
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are filing this
Post-Effective Amendment No. 2 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 Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed on December 6, 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-48
QuickLinks
TABLE OF ADDITIONAL REGISTRANTS
EXPLANATORY NOTE
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
POWER OF ATTORNEY
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