Item 1.01 Entry into a Material Definitive Agreement.




Supplemental Indentures
On September 23, 2021, MGM Growth Properties Operating Partnership LP ("
MGP OP
") and MGP Finance
Co-Issuer,
Inc. (the "
Co-Issuer
" and, together with MGP OP, the "
Issuers
") entered into supplemental indentures (each, a "
Supplemental Indenture
" and collectively, the "
Supplemental Indentures
") to each of the indentures governing the Issuers' outstanding senior notes,
which comprise: (i) the indenture, by and among the Issuers, the subsidiary
guarantors party thereto (the "
Subsidiary Guarantors
") and U.S. Bank National Association, as Trustee (the "
Trustee
"), dated as of April 20, 2016, providing for the issuance of 5.625% Senior
Notes due 2024 (the "
2024 Notes
" and, such indenture, the "
2024 Notes Indenture
"); (ii) the indenture, by and among the Issuers, the Subsidiary Guarantors
party thereto and the Trustee, dated as of August 12, 2016, providing for the
issuance of 4.500% Senior Notes due 2026 (the "
2026 Notes
" and, such indenture, the "
2026 Notes Indenture
"); (iii) the indenture, by and among the Issuers, the Subsidiary Guarantors
party thereto and the Trustee, dated as of September 21, 2017, providing for the
issuance of 4.500% Senior Notes due 2028 (the "
2028 Notes
" and, such indenture, the "
2028 Notes Indenture
"); (iv) the indenture, by and among the Issuers, the Subsidiary Guarantors
party thereto and the Trustee, dated as of January 25, 2019 providing for the
issuance of 5.750% Senior Notes due 2027 (the "
2027 Notes
" and, such indenture, the "
2027 Notes Indenture
"); (v) the indenture, by and among the Issuers, the Subsidiary Guarantors party
thereto and the Trustee, dated as of June 5, 2020, providing for the issuance of
4.625% Senior Notes due 2025 (the "
2025 Notes
" and, such indenture, the "
2025 Notes Indenture
"); and (vi) the indenture, by and among the Issuers, the Subsidiary Guarantors
party thereto and the Trustee, dated as of November 19, 2020, providing for the
issuance of 3.875% Senior Notes due 2029 (the "
2029 Notes
" and, collectively, with the 2024 Notes, the 2026 Notes, the 2028 Notes, the
2027 Notes and the 2025 Notes, the "
Notes
," and, such indenture, the "
2029 Notes Indenture
" and the 2024 Notes Indenture, 2026 Notes Indenture, 2028 Notes Indenture, 2027
Notes Indenture, 2025 Notes Indenture and the 2029 Notes Indenture, in each case
as amended and supplemented as of the date hereof, each, an "
Indenture
" and collectively, the "
Indentures
").
Each Supplemental Indenture, when operative, will (i) eliminate substantially
all restrictive covenants in each Indenture and (ii) eliminate certain of the
event of default provisions in each Indenture (collectively, the "
Amendments
"). The Amendments will become operative upon the settlement date described in
the confidential Offering Memorandum, dated September 13, 2021 (the "
Offering Memorandum
"), relating to the offer to exchange the Notes issued by the Issuers for up to
$4.20 billion in aggregate principal amount of new notes to be issued by VICI
Properties L.P. and VICI Note Co. Inc., and the solicitation of consents to
amend the Indentures governing the Notes. Such settlement date is expected to
occur concurrently with, and is conditioned upon, the closing of the previously
announced merger transactions (the "
Transaction
") pursuant to the Master Transaction Agreement dated August 4, 2021 by and
among MGP OP, VICI Properties Inc., Venus Sub LLC, VICI Properties L.P., VICI
Properties OP LLC and MGM Resorts International, and is subject to the other
terms and conditions described in the Offering Memorandum.
Each Supplemental Indenture was executed upon receipt of consents from holders
of more than a majority of the aggregate principal amount of the applicable
series of Notes outstanding as of September 23, 2021, in accordance with
Section 9.02 of each Indenture.
The descriptions of the Amendments and the Supplemental Indentures set forth
above are qualified in their entirety by reference to the full text of each
applicable Supplemental Indenture, each of which is incorporated herein by
reference to Exhibits 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6 to this Current Report on
Form 8-K.

Item 3.03 Material Modification to Rights of Security Holders.




The disclosure set forth in Item 1.01 of this Current Report on
Form 8-K
is incorporated into this item by reference.
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
This Form
8-K
contains forward-looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995, including statements regarding the
completion of the Transaction. Forward-looking statements
--------------------------------------------------------------------------------
can be identified by the use of forward-looking terminology such as "believes,"
"expects," "could," "may," "will," "should," "seeks," "likely," "intends,"
"plans," "pro forma," "projects," "estimates" or "anticipates" or the negative
of these words and phrases or similar words or phrases that are predictions of
or indicate future events or trends and that do not relate solely to historical
matters.
Forward-looking statements depend on assumptions, data or methods that may be
incorrect or imprecise, and the Company may not be able to realize them. The
Company does not guarantee that the Transaction or other events described herein
will happen as described (or that they will happen at all). These
forward-looking statements involve a number of risks and uncertainties, and the
important factors that could cause actual results to differ materially from
those indicated in such forward-looking statements include risks related to the
Company's ability to complete the Transaction; the satisfaction of the closing
conditions, including the receipt of regulatory approvals, to which the
completion of the Transaction is subject, which could delay or prevent the
completion of the Transaction; and other factors described in the Company's
periodic reports filed with the Securities and Exchange Commission. In providing
forward-looking statements, the Company is not undertaking any duty or
obligation to update these statements publicly as a result of new information,
future events or otherwise, except as required by law. If the Company updates
one or more forward-looking statements, no inference should be drawn that it
will make additional updates with respect to those other forward-looking
statements.

Item 9.01 Financial Statements and Exhibits.




(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:

Exhibit
  No.                                     Description

4.1            Seventh Supplemental Indenture, dated as of September 23, 2021, to
             the Indenture dated as of April 20, 2016, by and 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.

4.2            Seventh Supplemental Indenture, dated as of September 23, 2021, to
             the Indenture dated as of August 12, 2016, by and 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.

4.3            Seventh Supplemental Indenture, dated as of September 23, 2021, to
             the Indenture dated as of September 21, 2017, by and 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.

4.4            Seventh Supplemental Indenture, dated as of September 23, 2021, to
             the Indenture dated as of January 25, 2019, by and 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.

4.5            First Supplemental Indenture, dated as of September 23, 2021, to the
             Indenture dated as of June 5, 2020, by and 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.

4.6            First Supplemental Indenture, dated as of September 23, 2021, to the
             Indenture dated as of November 19, 2020, by and 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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