VICI Properties L.P entered into a definitive agreement to acquire MGM Growth Properties LLC (NYSE:MGP) from MGM Resorts International (NYSE:MGM) and other shareholders for $10.9 billion on August 4, 2021. VICI Properties L.P will also assume MGM Growth Properties LLC's debt of approximately $5.7 billion. VICI Properties L.P. will acquire 100% of the outstanding class A shares of MGM Growth. As consideration, MGM Growth Class A shareholders, holders of deferred restricted stock units, restricted stock units and performance stock units will receive 1.366 shares of newly issued shares of VICI Properties, parent of VICI Properties L.P in exchange for each Class A share of MGP. The fixed exchange ratio represents an agreed upon price of $43 per share of MGP Class A shares. On the closing date of the merger all of the limited partnership units of MGM Growth Properties Operating Partnership LP held by MGM Resorts International and certain of its subsidiaries will be converted into newly issued limited liability company units of VICI Properties OP LLC, which will serve as a new operating company for the Company and following such conversion, VICI Properties OP LLC will redeem a majority of the newly issued limited liability company units of VICI Properties OP LLC held by MGM Resorts International and/or certain of its subsidiaries for total cash consideration of approximately $4.4 billion. MGM Resorts will also retain approximately 12 million units on an exchange ratio of 1.366 amounting to 1% stake in VICI Properties OP LLC worth approximately $370 million. The MGP Class B share that is held by MGM Resorts will be cancelled and cease to exist. Upon completion of the merger, Vici will have an estimated enterprise value of $45 billion. VICI Properties has secured a $9.3 billion financing commitment from Morgan Stanley, J.P. Morgan and Citibank to fund the cash portion of the transaction. In connection with the entry into agreement, VICI received the Debt Commitment Letter from the Lenders, pursuant to which the Lenders have agreed to provide a 364-day first lien secured Bridge Facility in an aggregate principal amount of up to $9.250 billion, consisting of up to $5.008 billion in funding under Tranche 1 of the Bridge Facility, which can be used for the Redemption Consideration and to pay transaction costs, and up to $4.242 billion in funding under Tranche 2 of the Bridge Facility, which can be used to fund the Change of Control Offers. Following the contribution transaction, MGM will merge with and into Venus Sub LLC, with REIT Merger Sub surviving the merger. The combined company will retain the name VICI Properties Inc. and shares of VICI common stock, will continue to trade on the New York Stock Exchange under the symbol VICI. The termination fee paid by VICI or Parent, as applicable, would be the lesser of (i) $709 million, if paid by VICI and $421 million, if paid by the MGP.

MGM Growth's management team will remain unchanged and will continue to manage the company. The composition of Board of Directors of MGM Growth will remain unchanged. The transaction is subject to customary closing conditions, regulatory approvals and approval by the stockholders of VICI Properties and MGP, effectiveness of the Registration Statement, shares issued as part of the consideration should have been approved for issuance on the New York Stock Exchange, merger must qualify as a reorganization within the meaning of Section 368(a) of the Code, all requisite gaming approvals have been obtained, certain affiliates of MGM Growth and MGM Resorts will have delivered executed counterparts of the MGM Master Lease and other customary closing conditions. The transaction was approved unanimously by the Board of Directors of each of MGM Resorts, MGP and VICI Properties. MGM Resorts as the holder of a majority voting power of MGM Growth has approved the transaction. The conflicts committee of MGM Growth approved the transaction. VICI Board unanimously determined that the terms of the mergers, the partial redemption and the other transactions are advisable and in the best interests of VICI and its stockholders and authorized, approved and adopted the Master Transaction Agreement. As of October 29, 2021, VICI Properties stockholders approved the proposal to issue VICI common stock. As of November 1, 2021 article VICI shareholders have given a go-ahead for the acquisition. As of April 15, 2022, all conditions to the closing of the transaction have been satisfied or waived. The transaction is expected to be completed in the first half of 2022 and is expected to be immediately accretive to adjusting funds from operations per share. As of April 18, 2022, the transaction is expected to close on April 29, 2022. The proceeds from the transaction will enable MGM Resorts International to execute its goals of becoming the premier gaming entertainment company, returning value to shareholders and solidifying its balance sheet.

Morgan Stanley & Co LLC acted as lead strategic and financial advisor and provided fairness opinion to VICI Properties. Citigroup Global Markets Inc. acted as financial advisor to VICI Properties. David W. Bonser, Stacey P. McEvoy, Cristina Arumi, Bruce W. Gilchrist, George W. Ingham, Chuck Loughlin, Michele S. Harrington, Eve N. Howard, Evan Koster, Andrew S. Zahn, Nathan A. Cooper, Margaret (Meg) McIntyre, Lee E. Berner, Scott H. Reisch and Tifarah Allen of Hogan Lovells US LLP and Todd E. Lenson, Jordan M. Rosenbaum, Nathalia Bernardo, James P. Godman, Tzvi Rokeach, Andrew Charles, Josh S. Winefsky, Inge Hindriks, Stephen R. Senie, Richard E. Farley, Michael McKay, Edwin A. Bogert, Charles S. Warren, Toni L. Finger, Barry Herzog and Harry Rubin of Kramer Levin Naftalis & Frankel LLP acted as legal advisors to VICI Properties. Michael Swidler, Jennifer Wu, Steve Marcus, Josh Mandell, Connie Simmons Taylor, Robin Melman, Andrew Thomison, Danny Worrell, Christina Andersen, Michael Bodosky and Catherine S. Gallagher of Baker Botts LLP acted as legal advisors to MGM Growth Properties LLC. Evercore Group L.L.C. acted as financial advisor and fairness opinion provider and Mark Morton of Potter Anderson & Corroon LLP acted as legal advisor to the Conflicts Committee of the MGP Board of Directors. JPMorgan Chase & Co. (NYSE:JPM) acted as financial advisor and provided fairness opinion and Michael J. Aiello, Michael Bond, Nellie Camerik, Jannelle Seales, Leslie Smith, Joseph Pari, Dave Levy, Adam Arikat, Paul Wessel, Charan Sandhu, Annemargaret Connolly, Matthew Morton, Steven Newborn, Brianne Kucerik, Nicholas Pappas and Sachin Kohli of Weil, Gotshal & Manges LLP acted as legal advisors to MGM Resorts. Paul Choi, Bartholomew A. Sheehan, III of Sidley Austin LLP represented Morgan Stanley in the transaction. Georgeson LLC acted as proxy solicitor to VICI and VICI will pay to Georgeson approximately $20,000, plus out-of-pocket expenses. No portion of the amount that VICI has agreed to pay to Georgeson is contingent upon the closing. VICI agreed to pay Morgan Stanley an announcement fee of $5 million that became payable in connection with the delivery of the financial opinion by Morgan Stanley and an additional total transaction fee of up to $50 million payable upon the closing of the transactions (against which the announcement fee may be creditable). Evercore is entitled to receive a fee of up to $7 million if the transactions are consummated, of which $4.5 million was payable promptly upon the delivery of Evercore's fairness opinion and $2.5 million of which will become payable promptly upon the closing of the transactions. At conclusion of the transactions, the MGP Conflicts Committee, may determine in its sole and absolute discretion to have MGP pay an additional discretionary fee in an amount up to $5.0 million, which amount of any such discretionary payment will be determined by the MGP Conflicts Committee.

VICI Properties L.P completed the acquisition of MGM Growth Properties LLC (NYSE:MGP) from MGM Resorts International (NYSE:MGM) and other shareholders on April 29, 2022. MGM Growth notified The New York Stock Exchange to suspend trading of the class A common shares, which traded under the symbol “MGP”, effective April 29, 2022. Upon closing of the transaction, each of Paul Salem, Thomas Roberts, Corey Sanders, John McManus, Dan Taylor, Katie Coleman and Charles Irving, who were all of the members of the board of directors of MGM Growth, voluntarily resigned from his or her position as a member of the Company's board of directors and any committee thereof. Each of James C. Stewart, Chief Executive Officer, and Andy H. Chien, Chief Financial Officer, were terminated at the effective time of the Merger.