Item 1.01 Entry into a Material Definitive Agreement.

The disclosure under the Introductory Note is incorporated herein by reference.

Amended and Restated Master Lease

Pursuant to the terms and subject to the conditions and limitations set forth in the Transaction Agreement, on the Closing Date, a subsidiary of MGM (the "MGM Lessee") entered into an Amended and Restated Master Lease (the "Amended and Restated Master Lease") with a subsidiary of Parent (the "VICI Lessor"), pursuant to which properties owned by the VICI Lessor were leased to the MGM Lessee for an initial total annual rent of $860 million and an initial term of 25 years, with three 10-year renewal options. Rent under the Amended and Restated Master Lease will escalate at a rate of 2.0% per annum for the first 10 years and thereafter at the greater of 2.0% per annum or the consumer price index, subject to a 3.0% cap. Additionally, the Amended and Restated Master Lease provides the VICI Lessor with a right of first offer with respect to any portion of MGM's property on which it has constructed gaming facilities located adjacent to The Empire City Casino and Yonkers Raceway in Yonkers, New York, which the VICI Lessor has the right to exercise in the event MGM elects to sell the property. MGM provided a guarantee of the MGM Lessee's obligations under the Amended and Restated Master Lease. A copy of the Amended and Restated Master Lease is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Tax Protection Agreement

Pursuant to the terms and subject to the conditions and limitations set forth in the Transaction Agreement, on the Closing Date, MGM, certain of its affiliates that own New Parent OP Units immediately after the Partial Redemption and certain of their transferees (the "Protected Parties") entered into a Tax Protection Agreement (the "Tax Protection Agreement") with Parent and New Parent OP, pursuant to which New Parent OP will indemnify the Protected Parties for grossed-up tax amounts associated with the income or gain recognized as a result of certain full or partial accelerations of certain deferred tax liabilities for a period of 15 years (beginning on the Closing Date) incurred as a result of one or more actions described in the Tax Protection Agreement taken by New Parent OP or its affiliates. A copy of the Tax Protection Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

Existing MGP Credit Agreement

On the Closing Date, in connection with the Transaction, MGP repaid in full all outstanding borrowings under its senior secured credit facility, which totaled $90.0 million, plus accrued and unpaid interest thereon and fees related thereto, and terminated the related Credit Agreement, dated as of April 25, 2016, among MGP LP, Bank of America, N.A., as Administrative Agent, and the other financial institutions party thereto (as amended, the "Existing MGP Credit Agreement"). The material terms and conditions of the Existing MGP Credit Agreement, including amendments thereto, were described in MGP's Current Reports on Form 8-K filed on April 25, 2016, October 26, 2016, May 1, 2017, March 26, 2018, June 18, 2018 and February 18, 2020. MGP incurred no material early termination penalties in connection with the termination of the Existing MGP Credit Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure under the Introductory Note and Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(a) Not applicable.



(b) Not applicable.



(c) Not applicable.



(d) Exhibits:

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Exhibit
  No.                                     Description

 2.1*          Master Transaction Agreement, by and among the Company, MGP, MGP LP,
             Parent, REIT Merger Sub, Parent OP and New Parent OP, dated as of
             August 4, 2021 (incorporated by reference to Exhibit 2.1 to the
             Company's Current Report on Form 8-K, filed with the SEC on August 5,
             2021).

10.1           Amended and Restated Master Lease, by and between VICI Lessor and
             MGM Lessee, dated as of April 29, 2022.

10.2           Tax Protection Agreement, by and among Parent, New Parent OP, the
             Company and the other parties thereto, dated as of April 29, 2022.

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



* Previously filed.

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