Transaction Overview: Strategic Acquisition of MGM Growth Properties

S T R AT EG I C A C Q U I S I T I O N O F M G M G R O W T H P R O P E R T I E S

A U G U S T 2 0 2 1

DISCLAIMER

Forward-Looking Statements

Certain statements in this presentation are forward‐looking statements. Forward‐looking statements are based on VICI Properties Inc.'s ("VICI" or the "Company") current plans, expectations and projections about future events and are not guarantees of future performance. These statements can be identified by the fact that they do not relate strictly to historical facts and by the use of words such as "expects", "plans", "opportunities" and similar words and variations thereof. Although the Company believes that the expectations reflected in such forward‐looking statements are based on reasonable assumptions, its results, performance and achievements could differ materially from those expressed in or by the forward‐looking statements and may be affected by a variety of risks and other factors including, among others: the impact of changes in general economic conditions, including low consumer confidence, unemployment levels, and depressed real estate prices resulting from the severity and duration of any downturn in the U.S. or global economy (including stemming from the COVID-19 pandemic and changes in economic conditions as a result of the COVID-19 pandemic); risks that the pending acquisition of MGM Growth Properties LLC ("MGP") pursuant to the agreement entered into by the Company and MGP or other pending transactions (including the Company's pending acquisition of the Venetian Resort) may not be consummated on the terms or timeframe described herein, or at all; the ability of the parties to satisfy the conditions set forth in the definitive transaction documents for the pending transactions, including the ability to receive, or delays in receiving, the regulatory and other approvals and/or consents required to consummate the transactions; the terms on which the Company finances the pending transactions, including the source of funds used to finance such transactions; risks that the Company may not achieve the benefits contemplated by its pending acquisition of MGP and its pending and recently completed acquisitions of real estate assets and other pending transactions (including any expected accretion or the amount of any future rent payments); risks that not all potential risks and liabilities have been identified in the due diligence for our pending and recently completed transactions; the Company's dependence on affiliates of Caesars Entertainment, Inc. ("Caesars"), Penn National Gaming, Inc. ("Penn"), Seminole Hard Rock Entertainment, Inc. ("Hard Rock"), Century Casinos, Inc. ("Century") and JACK Ohio LLC ("JACK Entertainment") (and, following the completion of our pending transactions, Eastern Band of Cherokee Indians ("EBCI"), Apollo Global Management ("Apollo") and MGM Resorts ("MGM")) as tenants of all of its properties, and the consequences that any material adverse effect on their respective businesses could have on the Company; the Company's dependence on the gaming industry; the Company's ability to pursue its business and growth strategies may be limited by its substantial debt service requirements and by the requirement that the Company distribute 90% of its real estate investment trust ("REIT") taxable income in order to qualify for taxation as a REIT and that the Company distribute 100% of its REIT taxable income in order to avoid current entity level U.S. Federal income taxes; the impact of extensive regulation from gaming and other regulatory authorities; the ability of the Company's tenants to obtain and maintain regulatory approvals in connection with the operation of the Company's properties; the possibility that the Company's tenants may choose not to renew their lease agreements with the Company following the initial or subsequent terms of the leases; restrictions on the Company's ability to sell its properties subject to the lease agreements; the Company's indebtedness and ability to service and refinance such indebtedness; the Company's historical and pro forma financial information may not be reliable indicators of its future results of operations and financial condition; limits on the Company's operational and financial flexibility imposed by its debt agreements; and the possibility the Company's separation from Caesars Entertainment Operating Company, Inc. fails to qualify as a tax‐free spin‐off, which could subject the Company to significant tax liabilities.

Currently, one of the most significant factors that could cause actual outcomes to differ materially from our forward-looking statements is the impact of the COVID-19 pandemic on the financial condition, results of operations, cash flows and performance of the Company, its tenants and its pending transactions. The extent to which the COVID-19 pandemic continues to adversely impact the Company and its tenants will largely depend on future developments that are highly uncertain and cannot be predicted with confidence, including the availability, distribution, public acceptance and efficacy of one or more approved vaccines, new or mutated variants of COVID-19 (including vaccine-resistant variants) or a similar virus, the direct and indirect economic effects of the pandemic and containment measures on our tenants, the ability of our tenants to successfully operate their businesses, including the costs of complying with regulatory requirements necessary to keep their respective facilities open, such as reduced capacity requirements, and the effects of the negotiated capital expenditure reductions and other amendments to our lease agreements that we agreed to with certain of its tenants in response to the COVID-19 pandemic. Each of the foregoing could have a material adverse effect on our tenants' ability to satisfy their obligations under their leases with us, including their continued ability to pay rent in a timely manner, or at all, and/or to fund capital expenditures or make other payments required under their leases. In addition, changes and instability in global, national and regional economic activity and financial markets as a result of the COVID-19 pandemic could negatively impact consumer discretionary spending and travel, which could have a material adverse effect on our tenants' businesses

Additional important factors that may affect the Company's business, results of operations and financial position are described from time to time in the Company's Annual Report on Form 10‐K for the year ended December 31, 2020. The Company does not undertake any obligation to update or revise any forward‐looking statement, whether as a result of new information, future events, or otherwise, except as may be required by applicable law.

Additional Information about the Proposed Transaction and Where to Find It

In connection with the merger, the Company intends to file with the SEC a registration statement on Form S-4 that will include a proxy statement of VICI Properties and that also constitutes a prospectus of VICI Properties and an information statement of MGP. INVESTORS AND

SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS/INFORMATION STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE

PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents, when they become available, and other documents filed with the SEC at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by VICI Properties by contacting VICI Properties Investor Relations. Investors and security holders may obtain free copies of the documents filed with the SEC by MGP by contacting MGP Investor Relations.

Participants in the Solicitation

VICI Properties and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of the Company is available in VICI Properties' proxy statement for its 2021 Annual Meeting of Stockholders, which was filed with the SEC on March 15, 2021. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement/prospectus/information statement and other relevant materials filed with the SEC regarding the merger when they become available. Investors should read the definitive proxy statement/prospectus/information statement carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from VICI Properties using the sources indicated above.

No Offer or Solicitation

This communication and the information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Caesars, Penn, Hard Rock, Century, JACK Entertainment, MGM, MGP and Other Company Information

The Company makes no representation as to the accuracy or completeness of the information regarding Caesars, Penn, Hard Rock, Century, JACK Entertainment, MGM, MGP and other companies included in this presentation. The historical audited and unaudited financial statements of Caesars, as the parent and guarantor of CEOC, LLC, the Company's significant lessee, have been filed with the Securities and Exchange Commission ("SEC"). Certain financial and other information for Caesars, Penn, Hard Rock, Century, JACK Entertainment, MGM, MGP and other companies included in this presentation have been derived from their respective filings, if and as applicable, and other publicly available presentations and press releases. While we believe this information to be reliable, we have not independently investigated or verified such data.

Market and Industry Data

This presentation contains estimates and information concerning the Company's industry, including market position, rent growth and rent coverage of the Company's peers, that are based on industry publications, reports and peer company public filings. This information involves a number of assumptions and limitations, and you are cautioned not to rely on or give undue weight to this information. The Company has not independently verified the accuracy or completeness of the data contained in these industry publications, reports or filings. The industry in which the Company operates is subject to a high degree of uncertainty and risk due to variety of factors, including those described in the "Risk Factors" section of the Company's public filings with the SEC.

Non‐GAAP Financial Measures

This presentation includes non-GAAP financial measures. See the appendix hereto for a definition of the non-GAAP financial measures used herein and reconciliations to the most directly comparable financial measures calculated in accordance with GAAP.

Financial Data

Financial information provided herein is as of June 30, 2021 unless otherwise indicated.

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TRANSACTION SNAPSHOT

T R A N S A C T I O N

D E T A I L S

A F F O A C C R E T I O N

A P P R O V A L S A N D

T I M I N G

G O V E R N A N C E

• VICI Properties Inc. ("VICI") to acquire MGM Growth Properties LLC ("MGP")
• Total consideration of approximately $17.2Bn, including stock, cash distributed to MGM as described below, and $5.7Bn of debt (1)
• • All-stockconsideration for the 58% fully diluted MGP Class A shareholders, who will receive VICI stock at a fixed exchange ratio of 1.366x, which represents an agreed upon price of $43.00 per share based on VICI's trailing 5-day VWAP of $31.47 as of July 30, 2021
  • MGM Resorts International's ("MGM") MGP OP units to be redeemed for approximately $4.4Bn in cash consideration at a value of $43.00 per MGP OP unit, with MGM retaining an interest that will be converted into approximately 12MM VICI OP units at an exchange ratio of 1.366x
  • VICI will assume MGP's outstanding debt
• Pro forma for the transaction, MGP Class A shareholders will own approximately 215MM VICI shares and MGM will own approximately 12MM VICI OP units (25% and 1% of fully-diluted VICI shares outstanding (2), respectively)
• Prior to closing, VICI anticipates financing the cash portion of this acquisition with debt, following pre-closingde-leveraging transactions involving equity, and/or JVs and asset sales in accordance with long-term balance sheet objectives
• Expected to be immediately accretive to AFFO per share upon closing, with minimal need to increase VICI's standalone G&A as a result of this transaction
• Additional financing synergies attainable from ability to refinance MGP's outstanding debt - weighted average interest rate of 4.5% (1)
• VICI stockholder approval required
• MGM as the holder of a majority voting power of MGP has approved the transaction for MGP
• Expected to close 1H 2022, subject to customary closing conditions and regulatory approval
• VICI management team will continue to manage the company
• No changes to the composition of VICI's Board of Directors

Notes:

1. As of March 31, 2021; based on MGP public filings. Inclusive of MGM Grand / Mandalay Bay BREIT JV CMBS debt at 50.1% share.3

2. Inclusive of VICI shares issued via June 2020 and March 2021 forward offerings.

A COMPELLING TRANSACTION FOR VICI

Expected to be immediately accretive to earnings upon closing

Merges MGP's best-in-class portfolio into VICI's best-in-class management and governance platform

Diversifies VICI's tenant concentration and geographic scope with the New MGM Master Lease, while

providing long-term inflation protection and growth

Large-scale and high-quality real estate within the Triple Net REIT sector-acquired at a significant discount to

replacement cost and at an attractive cap rate

Gives both active and index equity market investors full access to ownership of a leading experiential real

estate portfolio, creating a compelling investment opportunity

Positions VICI for enhanced cost of debt and equity capital widening VICI's growth funnel into the future

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A LEADING EXPERIENTIAL PLATFORM WITH STRONG GROWTH PROSPECTS

Introducing You	Preeminent	Opportunity to
to America's	Lease Profile &	Invest in a
1 Leading	2 Asset Quality	3Transformational
Experiential Real		Business
Estate Company
✓ Largest Private Owner of	✓ 43.5 Year Weighted	✓ Enhances Overall Quality
Meeting and Convention	Average Lease Term (1)	and Credit Profile
Center Space in the U.S.		Through Increased Scale,
	✓ Contractual Annual Rent	Continued Tenant
✓ Largest Hotel Owner in	Escalation and CPI	Diversification with Iconic
the U.S. by Rooms	Protection	Operators, and Diverse
		Revenue Profile
✓ Owner of 3 of the 5	✓ Triple Net Lease
Largest Hotels in the U.S.	Structure Creates	✓ Investors will Benefit
	Predictability	from a COVID-Proven
✓ Owner of 730 Leading		Dividend Stream (100%
Restaurants / Bars	✓ Premier Assets Backed	Cash Rent Collected Since
	by Industry-Leading and	Inception) (2), the
✓ Owner of a Portfolio of	Well-Capitalized	Strength of Which is
the Most Widely	Operators	Likely to Further Benefit
Attended Entertainment		from Post-COVID
Venues in the World	✓ ~84% of Rent Roll with	Demand for Away-From-
	S&P 500 Tenants	Home Experiences
✓ Diversified Revenue
Streams Amongst the
Sector's Leading
Operators

Positions VICI to	Industry-
Improve Cost of	Leading
4 Capital Over	5Management &
Long-Term	Governance
	Structure
✓ Creates the Largest	✓ Since its Formation in
Triple Net Lease REIT	October 2017,
and a Top 5 REIT by Adj.	Following MGP
EBITDA	Acquisition, VICI Will
	Have Acquired 29
✓ Scale, Index Inclusion,	Properties and Issued
and Path to Investment	$15Bn+ in Equity (3)
Grade Position VICI to
Achieve Optimal Cost of	✓ One of America's Most
Capital for Future	Dynamically-Managed
Growth	and Best-Governed
	REIT Management
✓ Transaction is Expected	Platforms: #3 Ranked
to be Immediately	U.S. REIT by Green
Accretive to AFFO per	Street Advisors
Share with Material
Incremental Accretion	✓ Solidifies VICI as an
Through Enhanced Cost	Industry Leader and
of Capital	Real Estate Partner of
	Choice

Notes:

1. Reflective of weighted average lease term (inclusive of all renewal terms) for VICI current portfolio, pro forma for the pending acquisition of the Venetian Resort, MGM Master Lease and BREIT JV Lease; weighted by rent	5
contribution.

1. Refers to rent collected from existing tenants through July 2021, without giving effect to the pending acquisition of the Venetian Resort or the pending acquisition by the Eastern Band of Cherokee Indians of the operations of Caesars Southern Indiana from Caesars Entertainment.
2. Inclusive of pending Venetian Resort acquisition, as well as the pending MGP acquisition (including MGP's pending acquisition of MGM Springfield) and anticipated stock merger consideration in connection therewith.