MGM MGM Resorts International

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

MGM RESORTS INTERNATIONAL

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		88-0215232
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

3600 Las Vegas Boulevard South

Las Vegas, Nevada 89109

(702) 693-7120

(Address, including zip code, and telephone number, including area code, of 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

28 Liberty Street

New York, New York 10005

(212) 530-5000

 

 

Approximate date of commencement of proposed sale to the public:

From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:   ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:   x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.   x

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.   x

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		x		Accelerated filer		¨
Non-accelerated filer		¨		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title Of Each Class of Securities To Be Registered		Amount To Be Registered		Proposed Maximum Offering Price per Unit		Amount Of Registration Fee
Guarantees of Debt Securities(1)		(2)		(2)		(1)(2)

(1)

Guarantees of Debt Securities may be issued by those direct and indirect subsidiaries of MGM Resorts International listed on the following page under the caption “Table of Additional Registrants.” Pursuant to Rule 457(n), no separate registration fee is payable in respect of the registration of the guarantees.

(2)

An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be offered hereunder at indeterminate prices. Securities registered hereunder may be issued in primary offerings or upon exercise, conversion or exchange of other securities registered hereunder. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are represented by depositary shares. In accordance with Rules 456 (b) and 457(r) under the Securities Act of 1933, the registrant is deferring payment of the entire registration fee.

 

 

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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
Arena Land Holdings, LLC		Nevada		80-0935801
Aria Resort & Casino, LLC		Nevada		20-5396350
Beau Rivage Resorts, LLC		Mississippi		81-1177162
Bellagio, LLC, dba Bellagio		Nevada		94-3373852
Circus Circus Casinos, Inc., dba Circus Circus Hotel and Casino-Las Vegas 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 L.V.		Nevada		88-0343891
Grand Garden Arena Management, LLC		Nevada		47-1783973
Grand Laundry, Inc.		Nevada		88-0298834
Las Vegas Arena Management, LLC		Nevada		47-1343574
LV Concrete Corp.		Nevada		88-0337406
MAC, Corp.		New Jersey		22-3424950
Mandalay Corp., dba Mandalay Bay Resort and Casino and The Hotel		Nevada		88-0384693
Mandalay Employment, LLC		Nevada		26-2196014
Mandalay Place, LLC		Nevada		88-0383769
Mandalay Resort Group		Nevada		88-0121916
Marina District Development Company, LLC, dba The Borgata Hotel Casino & Spa		New Jersey		22-3598642
Marina District Development Holding Co., LLC		New Jersey		22-3767831
Metropolitan Marketing, LLC		Nevada		22-3756320
MGM CC, LLC		Nevada		47-5658144
MGM Elgin Sub, Inc.		Nevada		47-5678462
MGM Grand Condominiums, LLC		Nevada		55-0806676
MGM Grand Condominiums II, LLC		Nevada		20-2116101
MGM Grand Condominiums III, LLC		Nevada		05-0627790
MGM Grand Detroit, Inc.		Delaware		91-1829051
MGM Grand Hotel, LLC, dba MGM Grand Hotel & Casino		Nevada		94-3373856
MGM Hospitality, LLC		Nevada		20-8588249
MGM International, LLC		Nevada		20-5581298
MGM Lessee, LLC		Delaware		81-1191134
MGM Resorts Advertising, Inc.		Nevada		88-0162200
MGM Resorts Aircraft Holdings, LLC		Nevada		11-3739807
MGM Resorts Arena Holdings, LLC		Nevada		80-0934685
MGM Resorts Aviation Corp.		Nevada		88-0173596
MGM Resorts Corporate Services		Nevada		88-0225681
MGM Resorts Development, LLC		Nevada		88-0368826
MGM Resorts Festival Grounds, LLC		Nevada		90-0989374
MGM Resorts Festival Grounds II, LLC		Nevada		46-5544886

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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 Interactive, LLC		Nevada		45-3690532
MGM Resorts International Design		Nevada		88-0406202
MGM Resorts International Global Gaming Development, LLC		Nevada		26-3463682
MGM Resorts International Marketing, Inc.		Nevada		86-0868640
MGM Resorts International Operations, Inc.		Nevada		88-0471660
MGM Resorts Land Holdings, LLC		Nevada		51-0649237
MGM Resorts Macao, LLC		Nevada		88-0512367
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 Regional Operations, LLC		Nevada		47-1729937
MGM Resorts Retail		Nevada		88-0385232
MGM Resorts Sub 1, LLC		Nevada		47-1743577
MGM Resorts Sub 2, LLC		Nevada		47-1756597
MGM Resorts Sub 3, LLC		Nevada		47-1777621
MGM Resorts Venue Management, LLC		Nevada		47-1795517
MGM Springfield, LLC		Massachusetts		45-4315066
MH, Inc., dba Shadow Creek		Nevada		88-0245162
M.I.R. Travel		Nevada		88-0276369
Mirage Laundry Services Corp.		Nevada		88-0287118
Mirage Resorts, Incorporated		Nevada		88-0058016
MMNY Land Company, Inc.		New York		33-1043606
MRGS, LLC		Nevada		88-0321295
M.S.E. Investments, Incorporated		Nevada		88-0142077
Nevada Landing Partnership		Illinois		88-0311065
New Castle Corp., dba Excalibur Hotel and Casino		Nevada		88-0239831
New York-New York Hotel & Casino, LLC, dba New York-New York Hotel & Casino		Nevada		88-0329896
New York-New York Tower, LLC		Nevada		84-1646058
OE Pub, LLC		Nevada		27-1940613
Park District Holdings, LLC		Nevada		80-0938347
PRMA, LLC		Nevada		88-0430017
PRMA Land Development Company, dba Primm Valley Golf Club		Nevada		88-0325842
Project CC, LLC		Nevada		84-1669056
Ramparts, Inc., dba Luxor Hotel and Casino		Nevada		88-0237030
Signature Tower I, LLC		Nevada		20-5382807
Signature Tower 2, LLC		Nevada		26-3300673
Signature Tower 3, LLC		Nevada		26-3300756
The Crystals at CityCenter Management, LLC		Nevada		74-3242574
The Mirage Casino-Hotel, LLC		Nevada		81-1191306
The Signature Condominiums, LLC		Nevada		33-1129331
Tower B, LLC		Nevada		42-1747200
Tower C, LLC		Nevada		42-1747202
Vdara Condo Hotel, LLC		Nevada		20-8277206
Vendido, LLC		Nevada		45-4205677
Victoria Partners, dba Monte Carlo Resort and Casino		Nevada		88-0346764
VidiAd		Nevada		88-0428375
Vintage Land Holdings, LLC		Nevada		20-8920761
Vintage Land Holdings II, LLC		Nevada		26-0181763

 

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*

Each additional registrant is a direct or indirect subsidiary of MGM Resorts International. The address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices is c/o MGM Resorts International, 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109, telephone (702) 693-7120. The name, address, and telephone number of the agent for service for each additional registrant is John M. McManus, Executive Vice President, General Counsel and Secretary, MGM Resorts International, 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109, telephone (702) 693-7120.

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EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-202427) of MGM Resorts International (the “Company”) and its subsidiary guarantor registrants (the “Registration Statement”) is being filed for the purposes of (i) adding MGM CC, LLC, MGM Elgin Sub, Inc., MGM Lessee, LLC, Marina District Development Company, LLC, dba The Borgata Hotel Casino & Spa, and Marina District Development Holding Co., LLC, subsidiaries of the Company, as co-registrants that are, or may potentially be, guarantors of some or all of the debt securities with respect to which offers and sales are registered under the Registration Statement and (ii) updating the corporate form of Mandalay Place, LLC, Beau Rivage Resorts, LLC and The Mirage Casino-Hotel, LLC. No changes or additions are being made hereby to the base prospectus that already forms a part of the Registration Statement. Accordingly, such base prospectus is being omitted from this filing.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table is an itemization of the fees and expenses incurred or expected to be incurred in connection with the issuance and distribution of the securities being registered. The Registrant will bear all expenses of the offering of the securities registered hereby and all but the SEC registration fees 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		$		**

 

*	In accordance with Rule 456(b) and as set forth in footnote (1) to the “Calculation of Registration Fee” table on the front cover page of this registration statement, we are deferring payment of the registration fee for the securities offered by this prospectus.

**	These fees are calculated based on the securities offered and the number of issuances. Therefore, these fees cannot be estimated at this time.

Item 15. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers, as well as other employees and individuals, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of such corporation. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any certificate of incorporation, bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability: (i) for any breach of the 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 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.

 

II-1

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MGM Resorts International maintains standard policies of directors’ and officers’ liability insurance. MGM Resorts International 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.

Item 16. Exhibits.

 

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, effective January 13, 2016 (incorporated by reference to Exhibit 3.1 to MGM Resorts International’s Current Report on Form 8-K filed on January 15, 2016)
4.3		Form of Indenture for the Debt Securities (previously filed)
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 LLP (previously filed)
12.1		Computation of Ratio of Earnings to Fixed Charges (previously filed)
23.1		Consent of Deloitte & Touche LLP**
23.2		Consent of Milbank, Tweed, Hadley and McCloy LLP (previously filed)
24.1		Power of Attorney (included in signature page to the Registration Statement on Form S-3, Registration No. 333-202427, filed March 2, 2015) (previously filed)
24.2		Power of Attorney (included in the signature pages hereto)
24.3		Power of Attorney**
25.1		Statement of Eligibility on Form T-1 of U.S. Bank National Association, to act as trustee under the Indenture (previously filed)

 

*	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

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Item 17. Undertakings.

1. The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the 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 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

 

II-3

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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

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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. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

MGM RESORTS INTERNATIONAL
By:		*
		James J. Murren
		Chairman of the Board and
		Chief Executive Officer
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE				TITLE
* James J. Murren				Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
*				Chief Customer Development Officer and Director
Robert H. Baldwin
* Daniel J. D’Arrigo				Executive Vice President and Chief Financial Officer (Principal Financial Officer)
* Robert C. Selwood				Executive Vice President and Chief Accounting Officer (Principal Accounting Officer)
*				Director
William A. Bible
*				Director
Alexis M. Herman
*				Director
Roland Hernandez
*				Director
William Grounds

 

II-5

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*						Director
Anthony Mandekic
*						Director
Rose McKinney-James
*						Director
Daniel J. Taylor
*						Director
Greg Spierkel
*						Director
Mary Chris Gay
*By:		/s/    Andrew Hagopian III
		Andrew Hagopian III
		Attorney-in-fact

 

II-6

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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. 1 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 August 15, 2016.

 

AC HOLDING CORP. AC HOLDING CORP II DIAMOND GOLD, INC. LV CONCRETE CORP. MANDALAY RESORT GROUP
MGM RESORTS CORPORATE SERVICES MGM RESORTS MANUFACTURING CORP. MH, INC.
M.I.R. TRAVEL MIRAGE LAUNDRY SERVICES CORP. MMNY LAND COMPANY, INC. M.S.E. INVESTMENTS, INCORPORATED PRMA LAND DEVELOPMENT COMPANY
By:		*
		Daniel J. D’Arrigo
		Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*
James J. Murren						President and Director (Principal Executive Officer)
*						Executive Vice President of Finance
Daniel J. D’Arrigo						(Principal Financial Officer and Principal Accounting Officer)
*
William J. Hornbuckle						Director
*
Corey Sanders						Director
*By:		/s/    Andrew Hagopian III
		Andrew Hagopian III
		Attorney-in-fact

 

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Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Grand Detroit, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

MGM GRAND DETROIT, INC.
By:		*
		Daniel J. D’Arrigo
		Executive Vice President of Finance
		(Principal Financial Officer and
		Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*
James J. Murren						Chief Executive Officer and Director (Principal Executive Officer)
* Daniel J. D’Arrigo						Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer)
*						Director
Corey Sanders
*						Director
Anton Nikodemus
*By:		/s/    Andrew Hagopian III
		Andrew Hagopian III
		Attorney-in-fact

 

II-8

---

Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts Aviation Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

MGM RESORTS AVIATION CORP.
By:		*
		Daniel J. D’Arrigo
		Executive Vice President of Finance
		(Principal Financial Officer and
		Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
/s/    Robert H. Baldwin
Robert H. Baldwin						President and Chief Operating Officer (Principal Executive Officer)
*						Executive Vice President of Finance
Daniel J. D’Arrigo						(Principal Financial Officer and Principal Accounting Officer)
*
Corey Sanders						Director
*
James J. Murren						Director
*
William J. Hornbuckle						Director
*By:		/s/    Andrew Hagopian III
		Andrew Hagopian III
		Attorney-in-fact

 

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. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

CIRCUS CIRCUS CASINOS, INC.
By:		*
		Eric Wolfman
		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. 4 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
/s/    Corey Sanders						President and Chief Operating Officer and
Corey Sanders						Director
						(Principal Executive Officer)
						Vice President and
*						Chief Financial Officer (Principal
Eric Wolfman						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-10

---

Pursuant to the requirements of the Securities Act of 1933, as amended, CityCenter Realty Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

CITYCENTER REALTY CORPORATION
By:		*
		Daniel J. D’Arrigo
		Executive Vice President of Finance
		(Principal Financial Officer and
		Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President
Robert H. Baldwin						(Principal Executive Officer)
*						Executive Vice President of Finance
Daniel J. D’Arrigo						(Principal Financial Officer and Principal
						Accounting Officer)
*
William J. Hornbuckle						Director
*
Corey Sanders						Director
*
James J. Murren						Director
*By:		/s/    Andrew Hagopian III
		Andrew Hagopian III
		Attorney-in-fact

 

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 have duly caused this Post-Effective Amendment No. 1 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 August 15, 2016.

 

DESTRON, INC.
MGM RESORTS INTERNATIONAL MARKETING, INC.
By:		*
		Daniel J. D’Arrigo
		Executive Vice President of Finance
		(Principal Financial Officer and
		Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President and Chief Operating Officer
Albert Faccinto, Jr.						(Principal Executive Officer)
*						Executive Vice President of Finance
Daniel J. D’Arrigo						(Principal Financial Officer and Principal Accounting Officer)
*						Director
William J. Hornbuckle
*
Corey Sanders						Director
*
James J. Murren						Director
*By:		/s/    Andrew Hagopian III
		Andrew Hagopian III
		Attorney-in-fact

 

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. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

GALLEON, INC.
By:		*
		Daniel J. D’Arrigo
		Executive Vice President of Finance
		(Principal Financial Officer and
		Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President and Director
Corey Sanders						(Principal Executive Officer)
*						Executive Vice President of Finance (Principal Financial Officer and
Daniel J. D’Arrigo						Principal Accounting Officer)
*						Director
William J. Hornbuckle
*						Director
John M. McManus
*By:		/s/    Andrew Hagopian III
		Andrew Hagopian III
		Attorney-in-fact

 

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. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

GRAND LAUNDRY, INC.
By:		*
		Daniel J. D’Arrigo
		Executive Vice President of Finance
		(Principal Financial Officer and
		Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President
Scott Sibella						(Principal Executive Officer)
*						Executive Vice President of Finance
Daniel J. D’Arrigo						(Principal Financial Officer and Principal Accounting Officer)
*						Director
William J. Hornbuckle
*						Director
Corey Sanders
*						Director
James J. Murren
*By:		/s/    Andrew Hagopian III
		Andrew Hagopian III
		Attorney-in-fact

 

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. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

MANDALAY CORP.
By:		*
		Doug Sandoval
		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. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President and Chief Operating Officer
Chuck Bowling						(Principal Executive Officer)
						Senior Vice President
*						and Chief Financial Officer
Doug Sandoval						(Principal Financial Officer and
						Principal Accounting Officer)
*						Director
William J. Hornbuckle
*						Director
Corey Sanders
*						Director
James J. Murren
*By:		/s/    Andrew Hagopian III
		Andrew Hagopian III
		Attorney-in-fact

 

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 have duly caused this Post-Effective Amendment No. 1 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 August 15, 2016.

 

MGM RESORTS ADVERTISING, INC. VIDIAD
By:		*
		Daniel J. D’Arrigo
		Executive Vice President of Finance
		(Principal Financial Officer and
		Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President and Director
William J. Hornbuckle						(Principal Executive Officer)
*						Executive Vice President of Finance
Daniel J. D’Arrigo						(Principal Financial Officer and Principal Accounting Officer)
*						Director
Corey Sanders
*						Director
James J. Murren
*By:		/s/    Andrew Hagopian III
		Andrew Hagopian III
		Attorney-in-fact

 

II-16

---

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. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

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. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
/s/    William J. Hornbuckle						President and Chief Operating Officer and
William J. Hornbuckle						Director
						(Principal Executive Officer)
*						Vice President and Chief Financial Officer
Blair Stanert						(Principal Financial Officer and Principal
						Accounting Officer)
*						Director
Corey Sanders
*						Director
James J. Murren
*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 Operations, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

MGM RESORTS INTERNATIONAL OPERATIONS, INC.
By:		*
		Daniel J. D’Arrigo
		Executive Vice President of Finance 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. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President and Director
William J. Hornbuckle						(Principal Executive Officer)
*						Executive Vice President of Finance and Chief Financial Officer
Daniel J. D’Arrigo						(Principal Financial Officer and Principal Accounting Officer)
*						Director
Corey Sanders
*						Director
James J. Murren
*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, 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. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

MGM RESORTS RETAIL
By:		*
		Daniel J. D’Arrigo
		Executive Vice President of Finance
		(Principal Financial Officer and
		Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President, Chief Operating Officer and
Corey Sanders						Director (Principal Executive Officer)
*						Executive Vice President of Finance (Principal Financial Officer and
Daniel J. D’Arrigo						Principal Accounting Officer)
*						Director
William J. Hornbuckle
*						Director
James J. Murren
*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, 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. 1 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 August 15, 2016.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
/s/    Corey Sanders						President and Chief Operating Officer and Director
Corey Sanders						(Principal Executive Officer)
						Vice President and Chief Financial Officer
						of Ramparts, Inc.
*						(Principal Financial Officer and
Peter LaVoie						Principal Accounting Officer)
						Vice President and Chief Financial Officer
						of New Castle Corp.
*						(Principal Financial Officer and
Sheri Cherubino						Principal Accounting Officer)
*						Director
William J. Hornbuckle
*						Director
James J. Murren
*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 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. 1 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 August 15, 2016.

 

550 LEASING COMPANY I, LLC
MANDALAY EMPLOYMENT, LLC
By:		Mandalay Resort Group
Its:		Member
By:		*
		Daniel J. D’Arrigo
		Executive Vice President of Finance 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. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President and Director of Mandalay Resort Group
James J. Murren						(Principal Executive Officer)
*						Executive Vice President of Finance of Mandalay Resort Group
Daniel J. D’Arrigo						(Principal Financial Officer and
						Principal Accounting Officer)
*						Director of Mandalay Resort Group
William J. Hornbuckle
*						Director of Mandalay Resort Group
Corey Sanders
*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, 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. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

NEVADA LANDING PARTNERSHIP
By:		M.S.E. Investments, Incorporated
Its:		General Partner
By:		Diamond Gold, Inc.
Its:		General Partner
By:		*
		Daniel J. D’Arrigo
		Executive Vice President of Finance 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. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President and Director of each General Partner of Nevada Landing Partnership
James J. Murren						(Principal Executive Officer)
						Executive Vice President of Finance of each
						General Partner of Nevada Landing Partnership
*						(Principal Financial Officer and
Daniel J. D’Arrigo						Principal Accounting Officer)
*						Director of each General Partner of
William J. Hornbuckle						Nevada Landing Partnership
*						Director of each General Partner of
Corey Sanders						Nevada Landing Partnership
*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 have duly caused this Post-Effective Amendment No. 1 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 August 15, 2016.

 

METROPOLITAN MARKETING, LLC
MGM RESORTS LAND HOLDINGS, LLC
PRMA, LLC
VINTAGE LAND HOLDINGS, LLC
VINTAGE LAND HOLDINGS II, LLC
By:		*
		Daniel J. D’Arrigo
		Executive Vice President of Finance
		(Principal Financial Officer and
		Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President and Manager (Principal Executive Officer)
James J. Murren
*						Executive Vice President of Finance (Principal Financial Officer and Principal
Daniel J. D’Arrigo						Accounting Officer)
*						Manager
Corey Sanders
*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, 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. 1 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 August 15, 2016.

 

350 LEASING COMPANY I, LLC
350 LEASING COMPANY II, LLC
450 LEASING COMPANY I, LLC
550 LEASING COMPANY II, LLC
MGM RESORTS AIRCRAFT HOLDINGS, LLC
By:		*
		Daniel J. D’Arrigo
		Executive Vice President of Finance (Principal
		Financial Officer and
		Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
/s/    Robert H. Baldwin						President and Chief Operating Officer (Principal Executive Officer)
Robert H. Baldwin
*						Executive Vice President of Finance (Principal Financial Officer and Principal
Daniel J. D’Arrigo						Accounting Officer)
*						Manager
Corey Sanders
*						Manager
James J. Murren
*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, MGM Resorts Interactive, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

MGM RESORTS INTERACTIVE, LLC
By:		*
		Daniel J. D’Arrigo
		Executive Vice President of Finance
		(Principal Financial Officer and
		Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President and Chief Operating Officer (Principal Executive Officer)
Tom Mikulich
*						Executive Vice President of Finance (Principal Financial Officer and Principal
Daniel J. D’Arrigo						Accounting Officer)
*						Manager
Corey Sanders
*						Manager
James J. Murren
*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, MGM Resorts International Global Gaming Development, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

MGM RESORTS INTERNATIONAL GLOBAL GAMING DEVELOPMENT, LLC
By:		*
		James J. Murren
		Chief Executive Officer and Manager
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						Chief Executive Officer and Manager
James J. Murren						(Principal Executive Officer)
*						Executive Vice President of Finance
Daniel J. D’Arrigo						(Principal Financial Officer and Principal Accounting Officer)
*						Manager
Corey Sanders
*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, 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. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President and Chief Operating Officer (Principal Executive Officer)
Robert H. Baldwin
/s/    Carlos Castro						Senior Vice President and Chief Financial Officer (Principal
Carlos Castro						Financial Officer and Principal Accounting Officer)
*						Manager
Corey Sanders
*						Manager
James J. Murren
*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, 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. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

MRGS, LLC
By:		*
		David Tsai
		Senior 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. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
/s/    Corey Sanders						President and Chief Operating Officer and
Corey Sanders						Manager (Principal Executive Officer)
*						Senior Vice President—Chief Financial
David Tsai						Officer (Principal Financial Officer and Principal Accounting Officer)
*						Manager
James J. Murren
*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, MGM Resorts Mississippi, 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. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
/s/    Anton Nikodemus						President and Director
Anton Nikodemus						(Principal Executive Officer)
/s/    Kent Hanan						Vice President and Chief Financial Officer (Principal Financial Officer and Principal
Kent Hanan						Accounting Officer)
*						Director
Corey Sanders
*						Director
James J. Murren
*						Director
William J. Hornbuckle
*By:		/s/    Andrew Hagopian III
		Andrew Hagopian III
		Attorney-in-fact

 

II-29

---

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. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President and Chief Operating Officer
Randy Morton						(Principal Executive Officer)
/s/    Edgar Domingo						Senior Vice President and Chief Financial
Edgar Domingo						Officer (Principal Financial Officer and Principal Accounting Officer)
*						Manager
Corey Sanders
*						Manager
James J. Murren
*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, 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. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

CITYCENTER FACILITIES MANAGEMENT, LLC
By:		*
		Robert H. Baldwin
		President
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President
Robert H. Baldwin						(Principal Executive Officer)
*						Executive Vice President of Finance
Daniel J. D’Arrigo						(Principal Financial Officer and Principal Accounting Officer)
*						Manager
Corey Sanders
*						Manager
James J. Murren
*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 MGM Resorts Development, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

MGM RESORTS DEVELOPMENT, LLC
By:		*
		Daniel J. D’Arrigo
		Executive Vice President of Finance
		(Principal Financial Officer and
		Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President and Chief Operating Officer
Kenneth A. Rosevear						(Principal Executive Officer)
*						Executive Vice President of Finance
Daniel J. D’Arrigo						(Principal Financial Officer and Principal Accounting Officer)
*						Manager
Corey Sanders
*						Manager
James J. Murren
*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. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

MGM SPRINGFIELD, LLC
By:		*
		Daniel J. D’Arrigo
		Executive Vice President of Finance
		(Principal Financial Officer and
		Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President and Chief Operating Officer
William J. Hornbuckle						(Principal Executive Officer)
*						Executive Vice President of Finance
Daniel J. D’Arrigo						(Principal Financial Officer and Principal Accounting Officer)
*						Manager
Corey Sanders
*						Manager
James J. Murren
*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 have duly caused this Post-Effective Amendment No. 1 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 August 15, 2016.

 

MGM GRAND CONDOMINIUMS, LLC
MGM GRAND CONDOMINIUMS II, LLC
MGM GRAND CONDOMINIUMS III, LLC
By:		*
		Daniel J. D’Arrigo
		Executive Vice President of Finance
		(Principal Financial Officer and
		Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE				TITLE
/s/    Scott Sibella				President and Manager
Scott Sibella				(Principal Executive Officer)
*				Executive Vice President of Finance
Daniel J. D’Arrigo				(Principal Financial Officer and Principal Accounting Officer)
*				Manager
Corey Sanders

 

*By:		/s/    Andrew Hagopian III
		Andrew Hagopian III
		Attorney-in-fact

 

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. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

MGM GRAND HOTEL, LLC
By:		*
		Scott Sibella
		President and Chief Operating Officer
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE				TITLE
*				President and Chief Operating Officer
Scott Sibella				(Principal Executive Officer)
/s/    Daniel J. D’Arrigo				Executive Vice President of Finance
Daniel J. D’Arrigo				(Principal Financial Officer and Principal Accounting Officer)
*				Manager
Corey Sanders
*				Manager
James J. Murren

 

*By:		/s/    Andrew Hagopian III
		Andrew Hagopian III
		Attorney-in-fact

 

II-35

---

Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Hospitality, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

MGM HOSPITALITY, LLC
By:		*
		William J. Hornbuckle
		President
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE				TITLE
*				President
William J. Hornbuckle				(Principal Executive Officer)
*				Senior Vice President and Chief Accounting
Michele Ensign				Officer (Principal Financial Officer and Principal Accounting Officer)
*				Manager
Corey Sanders
*				Manager
James J. Murren

 

*By:		/s/    Andrew Hagopian III
		Andrew Hagopian III
		Attorney-in-fact

 

II-36

---

Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts Management and Technical Services, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

MGM RESORTS MANAGEMENT AND TECHNICAL SERVICES, LLC
By:		*
		William J. Hornbuckle
		President and Chief Operating Officer
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE				TITLE
*				President and Chief Operating Officer
William J. Hornbuckle				(Principal Executive Officer)
*				Executive Vice President of Finance
Daniel J. D’Arrigo				(Principal Financial Officer and Principal Accounting Officer)
*				Manager
Corey Sanders
*				Manager
James J. Murren

 

*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, 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. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

MGM INTERNATIONAL, LLC
By:		*
		Daniel J. D’Arrigo
		Executive Vice President of Finance
		(Principal Financial Officer and
		Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE				TITLE
*				President and Chief Operating Officer
Albert Faccinto, Jr.				(Principal Executive Officer)
*				Executive Vice President of Finance
Daniel J. D’Arrigo				(Principal Financial Officer and Principal Accounting Officer)
*				Manager
Corey Sanders
*				Manager
James J. Murren

 

*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, 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. 1 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 August 15, 2016.

 

NEW YORK-NEW YORK HOTEL & CASINO, LLC
NEW YORK-NEW YORK TOWER, LLC
By:		*
		Courtney Wenleder
		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. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE				TITLE
*				President and Chief Operating Officer
Cynthia Kiser Murphey				(Principal Executive Officer)
*				Vice President and Chief Financial Officer
Courtney Wenleder				(Principal Financial Officer and Principal Accounting Officer)
*				Manager
Corey Sanders
*				Manager
James J. Murren

 

*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, 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. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

OE PUB, LLC
By:		*
		Daniel J. D’Arrigo
		Executive Vice President of Finance
		(Principal Financial Officer and
		Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President, Chief Operating Officer and Manager
Corey Sanders						(Principal Executive Officer)
*						Executive Vice President of Finance
Daniel J. D’Arrigo						(Principal Financial Officer and Principal Accounting Officer)
*						Manager
James J. Murren
*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, 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. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

THE CRYSTALS AT CITYCENTER MANAGEMENT, LLC
By:		*
		Robert H. Baldwin
		President and Chief Executive Officer
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President and Chief Executive Officer
Robert H. Baldwin						(Principal Executive Officer)
*						Executive Vice President and
Chris Nordling						Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
*						Manager
Corey Sanders
*						Manager
James J. Murren
*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, 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. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

MIRAGE RESORTS, INCORPORATED
By:		*
		Daniel J. D’Arrigo
		Executive Vice President of Finance
		(Principal Financial Officer and
		Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President and Director
James J. Murren						(Principal Executive Officer)
*						Executive Vice President of Finance
Daniel J. D’Arrigo						(Principal Financial Officer and Principal Accounting Officer)
*						Director
John M. McManus
/s/    Corey Sanders						Director
Corey Sanders
*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, 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. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

MAC, CORP.
By:		*
		Daniel J. D’Arrigo
		Executive Vice President of Finance
		(Principal Financial Officer and
		Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President, Chief Operating Officer
William J. Hornbuckle						and Director (Principal Executive Officer)
*						Executive Vice President of
Daniel J. D’Arrigo						Finance (Principal Financial Officer and Principal Accounting Officer)
*						Director
James J. Murren
*By:		/s/    Andrew Hagopian III
		Andrew Hagopian III
		Attorney-in-fact

 

II-43

---

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. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

VICTORIA PARTNERS
By:		MGM Resorts International
Its:		Managing Partner
By:		*
		Daniel J. D’Arrigo
		Executive Vice President and
		Chief Financial Officer of
		MGM Resorts International
		(Principal Financial Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
* James J. Murren						Chairman of the Board and Chief Executive Officer of MGM Resorts International
						(Principal Executive Officer)
*						Chief Customer Development
Robert H. Baldwin						Officer and Director of MGM Resorts International
*						Executive Vice President and Chief Financial Officer of MGM Resorts International
Daniel J. D’Arrigo						(Principal Financial Officer)
*						Executive Vice President and Chief Accounting Officer of MGM Resorts
Robert C. Selwood						International (Principal Accounting Officer)
*						Director of MGM Resorts International
William A. Bible
*						Director of MGM Resorts International
Alexis M. Herman
*						Director of MGM Resorts International
Roland Hernandez
*						Director of MGM Resorts International
William Grounds

 

II-44

---

*						Director of MGM Resorts International
Anthony Mandekic
*						Director of MGM Resorts International
Rose McKinney-James
*						Director of MGM Resorts International
Daniel J. Taylor
*						Director of MGM Resorts International
Greg Spierkel
*						Director of MGM Resorts International
Mary Chris Gay
*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, Project CC, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

PROJECT CC, LLC
By:		*
		Robert H. Baldwin
		President and Chief Executive Officer
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President and Chief Executive Officer
Robert H. Baldwin						(Principal Executive Officer)
* Chris Nordling						Executive Vice President and Chief Financial Officer (Principal Financial Officer and
						Principal Accounting Officer)
*						Manager
Corey Sanders
*						Manager
James J. Murren
*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, Vdara Condo Hotel, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

VDARA CONDO HOTEL, LLC
By:		*
		Robert H. Baldwin
		President and Chief Executive Officer
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President and Chief Executive Officer
Robert H. Baldwin						(Principal Executive Officer)
* Daniel J. D’Arrigo						Executive Vice President of Finance (Principal Financial Officer and Principal
						Accounting Officer)
*						Manager
Corey Sanders
*						Manager
James J. Murren
*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, 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. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

GOLD STRIKE L.V.
By:		M.S.E Investments, Incorporated
Its:		Partner
By:		Diamond Gold, Inc.
Its:		Partner
By:		*
		Daniel J. D’Arrigo
		Executive Vice President of Finance 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. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
						President and Director of each General
*						Partner of Gold Strike L.V. (Principal
James J. Murren						Executive Officer)
						Executive Vice President of Finance
*						of each General Partner of Gold Strike
Daniel J. D’Arrigo						L.V. (Principal Financial Officer and
						Principal Accounting Officer)
*						Director of each General Partner of
William J. Hornbuckle						Gold Strike L.V.
						Director of each General Partner of
*						Gold Strike L.V.
Corey Sanders
*By:		/s/    Andrew Hagopian III
		Andrew Hagopian III
		Attorney-in-fact

 

II-48

---

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. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

VENDIDO, LLC
By:		The Signature Condominiums, LLC
Its:		Sole Member
By:		*
		Daniel J. D’Arrigo
		Executive Vice President of Finance 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. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
						President of The Signature Condominiums,
*						LLC (Principal Executive Officer)
Scott Sibella
						Executive Vice President of Finance of The
*						Signature Condominiums, LLC (Principal
Daniel J. D’Arrigo						Financial Officer and Principal Accounting
						Officer)
*						Manager of The Signature Condominiums,
Corey Sanders						LLC
*						Manager of The Signature Condominiums,
James J. Murren						LLC
*By:		/s/    Andrew Hagopian III
		Andrew Hagopian III
		Attorney-in-fact

 

II-49

---

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. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

MGM RESORTS MACAO, LLC
By:		*
		Daniel J. D’Arrigo
		Executive Vice President of Finance
		(Principal Financial Officer and
		Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President and Manager
James J. Murren						(Principal Executive Officer)
*						Executive Vice President of Finance
Daniel J. D’Arrigo						(Principal Financial Officer and Principal
						Accounting Officer)
*
Corey Sanders						Manager
*By:		/s/    Andrew Hagopian III
		Andrew Hagopian III
		Attorney-in-fact

 

II-50

---

Pursuant to the requirements of the Securities Act of 1933, as amended, Park District Holdings, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

PARK DISTRICT HOLDINGS, LLC
By:		*
		Donald Thrasher
		President
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President
Donald Thrasher						(Principal Executive Officer)
*						Executive Vice President of Finance
Daniel J. D’Arrigo						(Principal Financial Officer and
						Principal Accounting Officer)
*
Corey Sanders						Manager
*
James J. Murren						Manager
*By:		/s/    Andrew Hagopian III
		Andrew Hagopian III
		Attorney-in-fact

 

II-51

---

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. 1 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 August 15, 2016.

 

MGM RESORTS FESTIVAL GROUNDS, LLC
MGM RESORTS FESTIVAL GROUNDS II, LLC
By:		*
		William J. Hornbuckle
		President and Chief Operating Officer
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President and Chief Operating Officer
William J. Hornbuckle						(Principal Executive Officer)
*						Executive Vice President of Finance
Daniel J. D’Arrigo						(Principal Financial Officer and Principal
						Accounting Officer)
*						Manager
Corey Sanders
*						Manager
James J. Murren
*By:		/s/    Andrew Hagopian III
		Andrew Hagopian III
		Attorney-in-fact

 

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 have duly caused this Post-Effective Amendment No. 1 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 August 15, 2016.

 

MGM RESORTS ARENA HOLDINGS, LLC
ARENA LAND HOLDINGS, LLC
LAS VEGAS ARENA MANGEMENT, LLC
By:		*
		William J. Hornbuckle
		President
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President
William J. Hornbuckle						(Principal Executive Officer)
*						Executive Vice President of Finance of
Daniel J. D’Arrigo						Arena Land Holdings, LLC
						(Principal Financial Officer and
						Principal Accounting Officer)
						Senior Vice President and Chief Accounting Officer of
/s/    Michele Ensign						MGM Resorts Arena Holdings, LLC and
Michele Ensign						Las Vegas Arena Management, LLC
						(Principal Financial Officer and
						Principal Accounting Officer)
*						Manager
Corey Sanders
*						Manager
James J. Murren
*By:		/s/    Andrew Hagopian III
		Andrew Hagopian III
		Attorney-in-fact

 

II-53

---

Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts Regional Operations, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

MGM RESORTS REGIONAL OPERATIONS, LLC
By:		*
		Anton Nikodemus
		President and Chief Operating Officer
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President and Chief Operating Officer
Anton Nikodemus						(Principal Executive Officer)
*						Senior Vice President and Chief Financial Officer
Jorge Perez						(Principal Financial Officer and Principal Accounting Officer)
*						Manager
William J. Hornbuckle
*						Manager
Corey Sanders
*						Manager
James J. Murren
*By:		/s/    Andrew Hagopian III
		Andrew Hagopian III
		Attorney-in-fact

 

II-54

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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. 1 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 August 15, 2016.

 

MGM RESORTS SUB 1, LLC
MGM RESORTS SUB 2, LLC
MGM RESORTS SUB 3, LLC
GRAND GARDEN ARENA MANAGEMENT, LLC
MGM RESORTS VENUE MANAGEMENT, LLC
By:		*
		William J. Hornbuckle
		President
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President
William J. Hornbuckle						(Principal Executive Officer)
*						Executive Vice President of Finance
Daniel J. D’Arrigo						(Principal Financial Officer and Principal
						Accounting Officer)
*						Manager
James J. Murren
*						Manager
Corey Sanders
*By:		/s/    Andrew Hagopian III
		Andrew Hagopian III
		Attorney-in-fact

 

II-55

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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. 1 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 August 15, 2016.

 

THE SIGNATURE CONDOMINIUMS, LLC
SIGNATURE TOWER I, LLC
SIGNATURE TOWER 2, LLC
SIGNATURE TOWER 3, LLC
TOWER B, LLC
TOWER C, LLC
By:		*
		Daniel J. D’Arrigo
		Executive Vice President of Finance
		(Principal Financial Officer and
		Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE						TITLE
*						President (Principal Executive Officer)
Scott Sibella
* Daniel J. D’Arrigo						Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer)
*
Corey Sanders						Manager
*
James J. Murren						Manager
*By:		/s/    Andrew Hagopian III
		Andrew Hagopian III
		Attorney-in-fact

 

II-56

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Pursuant to the requirements of the Securities Act of 1933, as amended, MGM CC, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

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. 1 to the 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. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE				TITLE
/s/    Corey Sanders         Corey Sanders				President and Chief Operating Officer and Manager (Principal Executive Officer)
/s/    Daniel J. D’Arrigo         Daniel J. D’Arrigo				Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer)

 

II-57

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Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Elgin Sub, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

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. 1 to the 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. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE				TITLE
/s/    Anton Nikodemus         Anton Nikodemus				President and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
/s/    Corey Sanders				Director
Corey Sanders

 

II-58

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Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Lessee, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

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. 1 to the 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. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 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				Executive Vice President of Finance
Daniel J. D’Arrigo				(Principal Financial Officer and Principal Accounting Officer)
/s/    Corey Sanders				Manager
Corey Sanders
/s/    James J. Murren				Manager
James J. Murren

 

II-59

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Pursuant to the requirements of the Securities Act of 1933, as amended, Marina District Development Holding Co., LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

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. 1 to the 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. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE				TITLE
/s/    William J. Hornbuckle         William J. Hornbuckle				President and Chief Operating Officer and Director of MAC, Corp. (Principal Executive Officer)
/s/    Daniel J. D’Arrigo         Daniel J. D’Arrigo				Executive Vice President of Finance of MAC, Corp. (Principal Financial Officer and Principal Accounting Officer)
/s/    James J. Murren				Director of MAC, Corp.
James J. Murren

 

II-60

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Pursuant to the requirements of the Securities Act of 1933, as amended, Marina District Development Company, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

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. 1 to the 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. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE				TITLE
/s/    Thomas J. Ballance				President and Chief Operating Officer
Thomas J. Ballance				(Principal Executive Officer)
/s/    Hugh Turner         Hugh Turner				Vice President of Finance (Principal Financial Officer and Principal Accounting Officer)
/s/    James J. Murren				Director of MAC, Corp., as Managing Member of Marina District Development Holding Co., LLC,
James J. Murren				as Sole Member of Marina District Development Company, LLC
/s/    William J. Hornbuckle				Director of MAC, Corp., as Managing Member of Marina District Development Holding Co., LLC,
William J. Hornbuckle				as Sole Member of Marina District Development Company, LLC

 

II-61

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Pursuant to the requirements of the Securities Act of 1933, as amended, Mandalay Place, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

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. 1 to the 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. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE				TITLE
/s/    James J. Murren				President and Manager
James J. Murren				(Principal Executive Officer)
/s/    Daniel J. D’Arrigo				Executive Vice President of Finance
Daniel J. D’Arrigo				(Principal Financial Officer and Principal Accounting Officer)
/s/    Corey Sanders				Manager
Corey Sanders

 

II-62

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Pursuant to the requirements of the Securities Act of 1933, as amended, Beau Rivage Resorts, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

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. 1 to the 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. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE				TITLE
/s/    Anton Nikodemus				President
Anton Nikodemus				(Principal Executive Officer)
/s/    Paul Heard         Paul Heard				Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
/s/    Corey Sanders				Manager
Corey Sanders

 

II-63

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Pursuant to the requirements of the Securities Act of 1933, as amended, The Mirage Casino-Hotel, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.

 

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. 1 to the 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. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.

 

SIGNATURE				TITLE
/s/    Trevor Scherrer				President and Chief Operating Officer
Trevor Scherrer				(Principal Executive Officer)
/s/    Janice Fitzpatrick				Senior Vice President- Chief Financial Officer
Janice Fitzpatrick				(Principal Financial Officer and Principal Accounting Officer)
/s/    Corey Sanders				Manager
Corey Sanders

 

II-64