Item 1.01 Entry into a Material Definitive Agreement.




On November 19, 2020, MGM Growth Properties Operating Partnership LP (the
"Issuer" or "Operating Partnership") and MGP Finance
Co-Issuer,
Inc. (the
"Co-Issuer"
and together with the Issuer, the "Issuers"), consolidated subsidiaries of MGM
Growth Properties LLC, a Delaware limited liability company (the "Company"),
issued $750 million in aggregate principal amount of 3.875% senior notes due
2029 (the "notes") under an indenture dated as of November 19, 2020 (the
"Indenture"), among the Issuers, the subsidiary guarantors party thereto and
U.S. Bank National Association, as trustee. The notes were sold in the United
States only to accredited investors pursuant to an exemption from the Securities
Act of 1933, as amended (the "Securities Act"), and subsequently resold to
qualified institutional buyers pursuant to Rule 144A under the Securities Act
and to
non-U.S.
persons in accordance with Regulation S under the Securities Act.
The Issuers plan to use the net proceeds of the offering for general corporate
purposes, which may include the redemption of up to $700 million of the
Operating Partnership units held by MGM Resorts International ("MGM") should MGM
elect to exercise certain rights it holds to cause the redemption of such units
for cash.
The notes will mature on February 15, 2029. The Issuers will pay interest on the
notes on February 15 and August 15 of each year, commencing on August 15, 2021.
Interest on the notes will accrue at a rate of 3.875% per annum and be payable
in cash.
The notes will be fully and unconditionally guaranteed, jointly and severally,
by each of the Issuer's existing and future direct and indirect wholly owned
material domestic subsidiaries that guarantees the Issuer's senior credit
agreement or any other material capital markets indebtedness, other than certain
excluded subsidiaries. The notes will also not be guaranteed by or be the
obligations of the Company, MGM, MGM Growth Properties OP GP LLC, MGM's other
subsidiaries or, unless and until the Issuer obtains approval of the New York
State Gaming Commission, MGP Yonkers Realty Sub, LLC.
The Issuers may redeem all or part of the notes at a redemption price equal to
100% of the principal amount of the notes plus, to the extent the Issuers are
redeeming notes prior to the date that is three months prior to their maturity
date, an applicable make whole premium, plus, in each case, accrued and unpaid
interest.
The Indenture contains customary covenants that will limit the Issuers' ability
and, in certain instances, the ability of the Issuers' subsidiaries, to borrow
money, create liens on assets, make distributions and pay dividends on or redeem
or repurchase stock, make certain types of investments, sell stock in certain
subsidiaries, enter into agreements that restrict dividends or other payments
from subsidiaries, enter into transactions with affiliates, issue guarantees of
debt, and sell assets or merge with other companies. These limitations are
subject to a number of important exceptions and qualifications set forth in the
Indenture. A copy of the Indenture is filed herewith as Exhibit 4.1.
Events of default under the Indenture include, among others, the following with
respect to the notes: default for 30 days in the payment when due of interest on
the notes; default in payment when due of the principal of, or premium, if any,
on the notes; failure to comply with certain covenants in the Indenture for 60
days upon the receipt of notice from the trustee or holders of 25% in aggregate
principal amount of the notes of such series; acceleration or payment default of
debt of the Issuers or a significant subsidiary thereof in excess of a specified
amount that remains uncured for 30 days; certain events of bankruptcy or
insolvency; and the master lease or the guaranty related thereto terminating or
ceasing to be effective in certain circumstances. In the case of an event of
default arising from certain events of bankruptcy or insolvency with respect to
the Issuers, all notes then outstanding will become due and payable immediately
without further action or notice. If any other event of default occurs with
respect to the notes, the trustee or holders of 25% in aggregate principal
amount of the notes may declare all the notes to be due and payable immediately.
The description set forth above is qualified in its entirety by the full text of
the Indenture filed herewith as Exhibit 4.1. This Current Report on Form
8-K
does not constitute an offer to sell or the solicitation of an offer to buy the
notes.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance

Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 with respect to the Indenture is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.





(a) Not applicable.



(b) Not applicable.



(c) Not applicable.



(d) Exhibits:



Exhibit
  No.                                    Description

4.1           Indenture, dated as of November 19, 2020, among MGM Growth
            Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the
            subsidiary guarantors party thereto and U.S. Bank National
            Association, as trustee.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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