Item 8.01 Other Events.




Underwriting Agreement
On March 15, 2021, MGM Growth Properties LLC (the "Company") completed an
offering of 21,850,000 Class A shares representing limited liability company
interests (the "Class A shares") in a registered public offering (the
"Offering"), including 2,850,000 Class A shares sold pursuant to the exercise in
full by the underwriters of their over-allotment option, for net proceeds of
approximately $675.7 million after deducting underwriting discounts and
commissions and estimated offering expenses.
The Offering was made pursuant to an effective registration statement on Form
S-3
(File No. 333-238453) (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), on May 18, 2020, a base prospectus dated May 18,
2020, a preliminary prospectus supplement dated March 10, 2021 filed with the
Commission pursuant to Rule 424(b)(5) under the Securities Act, and a prospectus
supplement dated March 10, 2021 (the "Prospectus Supplement") filed with the
Commission pursuant to Rule 424(b)(2) under the Securities Act.
On March 4, 2021, the Company received a notice of redemption from certain
subsidiaries of MGM Resorts International ("MGM") covering 37.1 million
operating partnership units of MGM Growth Properties Operating Partnership LP, a
consolidated subsidiary of the Company, held by such MGM subsidiaries. The
Company used the proceeds of the Offering, after deducting underwriting
discounts and commissions, to redeem 21.8 million of such operating partnership
units (inclusive of the underwriter's over-allotment option) to partially
satisfy its obligations under the redemption notice, with the remaining
15.3 million operating partnership units redeemed using cash on hand on
March 12, 2021.
In connection with the Offering, the Company entered into an underwriting
agreement (the "Underwriting Agreement") by and among (i) the Company, (ii) MGM
Growth Properties Operating Partnership LP (the "Operating Partnership") and
(iii) BofA Securities, Inc., J.P. Morgan Securities LLC, Barclays Capital Inc.
and Scotia Capital (USA) Inc., as representatives of the several underwriters
named therein (the "Underwriters"). Pursuant to the terms of the Underwriting
Agreement, the Company, its directors, executive officers and certain other
existing holders of operating partnership units agreed not to sell or transfer
any Class A shares held by them for 30 days after March 10, 2021 without first
obtaining the written consent of the Underwriters, subject to certain exceptions
as described in the Prospectus Supplement.
The foregoing description of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Underwriting Agreement, which is filed as Exhibit 1.1 hereto. The Underwriting
Agreement is also incorporated by reference into the Company's Registration
Statement.
The representations, warranties and covenants contained in the Underwriting
Agreement were made only for purposes of the Underwriting Agreement and as of
the specific date (or dates) set forth therein, and were solely for the benefit
of the parties to the Underwriting Agreement and are subject to certain
limitations as agreed upon by the contracting parties. In addition, the
representations, warranties and covenants contained in the Underwriting
Agreement may be subject to standards of materiality applicable to the
contracting parties that differ from those
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applicable to investors. Investors are not third-party beneficiaries of the
Underwriting Agreement and should not rely on the representations, warranties
and covenants contained therein, or any descriptions thereof, as
characterizations of the actual state of facts or conditions of the Company.
Moreover, information concerning the subject matter of the representations and
warranties may change after the date of the Underwriting Agreement, which
subsequent developments may not be fully reflected in the Company's public
disclosure.
Opinion
The legal opinion of Milbank LLP regarding the validity of the Class A shares
sold in the Offering is filed as Exhibit 5.1 to this Current Report on Form
8-K
and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




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

Exhibit
  No.                                    Description

1.1           Underwriting Agreement, dated March 10, 2021, by and among (i) MGM
            Growth Properties LLC, (ii) MGM Growth Properties Operating
            Partnership LP and (iii) BofA Securities, Inc., J.P. Morgan Securities
            LLC, Barclays Capital Inc. and Scotia Capital (USA) Inc., as
            representatives of the several underwriters named therein

5.1           Opinion of Milbank LLP

23.1          Consent of Milbank LLP (included in the opinion filed as Exhibit
            5.1)

104         Cover Page Interactive Data File (formatted as inline XBRL and
            contained in Exhibit 101)

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