MGM MIRAGE today announced that it proposes to offer up to $845 million in aggregate principal amount of senior secured notes due 2020 in a private placement. The Company plans to use the net proceeds from the offering to repay a portion of the outstanding indebtedness under its senior credit facility and related fees and expenses.

The notes will be secured by a mortgage on MGM Grand Las Vegas and substantially all existing and future property of MGM Grand Hotel, LLC, and, upon receipt of the necessary gaming approvals, a pledge of the limited liability company interests in MGM Grand Hotel, LLC.

The notes will be general senior obligations of the Company, guaranteed by substantially all of the Company’s domestic subsidiaries, which also guarantee the Company’s other senior indebtedness, and equal in right of payment with, or senior to, all existing or future indebtedness of the Company and each guarantor.

The notes proposed to be offered will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities law and may not be offered or sold in the United States or to any U.S. persons absent registration under the Securities Act, or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The notes will be offered only to “qualified institutional buyers” under Rule 144A of the Securities Act or, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act.