Item 8.01. Other Events.

Results of Early Participation in Exchange Offers and Consent Solicitations and Extension of Exchange Offers On September 27, 2021, VICI Properties Inc. (the "Company") and its wholly owned subsidiaries, VICI Properties L.P., a Delaware limited partnership ("VICI LP"), and VICI Note Co. Inc., a Delaware corporation (the "VICI Co-Issuer" and, together with VICI LP, the "VICI Issuers"), announced the early participation results of the VICI Issuers' previously announced solicitations of consents (each, a "Consent Solicitation" and, collectively, the "Consent Solicitations") to adopt certain proposed amendments (the "Amendments") to (i) the indenture, dated as of April 20, 2016, as amended or supplemented as of the date hereof, among MGM Growth Properties Operating Partnership LP (the "MGP OP"), MGP Finance Co-Issuer, Inc. (the "MGP Co-Issuer" and, together with the MGP OP, the "MGP Issuers"), the subsidiary guarantors party thereto (the "MGP Subsidiary Guarantors") and U.S. Bank National Association, as trustee (the "MGP Trustee"), pursuant to which the MGP Issuers' 5.625% Senior Notes due 2024 (the "MGP 2024 Notes") were issued (the "MGP 2024 Notes Indenture"); (ii) the indenture, dated as of June 5, 2020, as amended or supplemented as of the date hereof, among the MGP Issuers, the MGP Subsidiary Guarantors and the MGP Trustee, pursuant to which the MGP Issuers' 4.625% Senior Notes due 2025 (the "MGP 2025 Notes") were issued (the "MGP 2025 Notes Indenture"); (iii) the indenture, dated as of August 12, 2016, as amended or supplemented as of the date hereof, among the MGP Issuers, the MGP Subsidiary Guarantors and the MGP Trustee, pursuant to which the MGP Issuers' 4.500% Senior Notes due 2026 (the "MGP 2026 Notes") were issued (the "MGP 2026 Notes Indenture"); (iv) the indenture, dated as of January 25, 2019, as amended or supplemented as of the date hereof, among the MGP Issuers, the MGP Subsidiary Guarantors and the MGP Trustee, pursuant to which the MGP Issuers' 5.750% Senior Notes due 2027 (the "MGP 2027 Notes") were issued (the "MGP 2027 Notes Indenture"); (v) the indenture, dated as of September 21, 2017, as amended or supplemented as of the date hereof, among the MGP Issuers, the MGP Subsidiary Guarantors and the MGP Trustee, pursuant to which the MGP Issuers' 4.500% Senior Notes due 2028 (the "MGP 2028 Notes") were issued (the "MGP 2028 Notes Indenture"); and (vi) the indenture, dated as of November 19, 2020, as amended or supplemented as of the date hereof, among the MGP Issuers, the MGP Subsidiary Guarantors and the MGP Trustee, pursuant to which the MGP Issuers' 3.875% Senior Notes due 2029 (the "MGP 2029 Notes" and, collectively with the MGP 2024 Notes, the MGP 2025 Notes, the MGP 2026 Notes, the MGP 2027 Notes and the MGP 2028 Notes, the "MGP Notes") were issued (the "MGP 2029 Notes Indenture" and, collectively with the MGP 2024 Notes Indenture, the MGP 2025 Notes Indenture, the MGP 2026 Notes Indenture, the MGP 2027 Notes Indenture and the MGP 2028 Notes Indenture, the "MGP Indentures").

Also on September 27, 2021, the VICI Issuers announced the early tender results of their previously announced private offers to certain eligible holders of the MGP Notes to exchange (the "Exchange Offers") any and all outstanding MGP Notes for up to an aggregate principal amount of $4.20 billion of new notes issued by the VICI Issuers, as well as the extension of the expiration date of the Exchange Offers from 5:00 p.m., New York City time, on October 12, 2021, to 5:00 p.m., New York City time, on December 31, 2021 (such date and time, as the same may be further extended, the "Expiration Date"). The settlement date for the Exchange Offers and the Consent Solicitations is expected to occur promptly after the Expiration Date (the "Settlement Date") and is expected to occur on or about the closing date of the previously announced Mergers (as defined herein), which are currently expected to close in the first half of 2022. To the extent the consummation of the Mergers is not anticipated to occur on or before the then-anticipated Settlement Date, for any reason, the VICI Issuers anticipate continuing to extend the Expiration Date until such time that the Mergers may be consummated on or before the Settlement Date. As of 5:00 p.m., New York City time, on September 24, 2021 (the "Early Tender Date"), the VICI Issuers have received consents from holders representing 96.98% in principal amount of the MGP 2024 Notes, 99.87% in principal amount of the MGP 2025 Notes, 93.16% in principal amount of the MGP 2026 Notes, 99.25% in principal amount of the MGP 2027 Notes, 99.33% in principal amount of the MGP 2028 Notes and 99.55% in principal amount of the MGP 2029 Notes. On September 23, 2021, the MGP Issuers executed (i) a Seventh Supplemental Indenture to the MGP 2024 Notes Indenture (the "MGP 2024 Notes Seventh Supplemental Indenture"); (ii) a First Supplemental Indenture to the MGP 2025 Notes Indenture (the "MGP 2025 Notes First Supplemental Indenture"); (iii) a Seventh Supplemental Indenture to the MGP 2026 Notes Indenture (the "MGP 2026 Notes Seventh Supplemental Indenture"); (iv) a Seventh Supplemental Indenture to the MGP 2027 Notes Indenture (the "MGP 2027 Notes Seventh Supplemental Indenture"); (v) a Seventh Supplemental Indenture to the MGP 2028 Notes Indenture (the "MGP 2028 Notes Seventh Supplemental Indenture"); and (vi) a First Supplemental Indenture to the MGP 2029 Notes Indenture (the "MGP 2029 Notes First Supplemental Indenture" and, collectively with the MGP 2024 Notes Seventh Supplemental Indenture, the MGP 2025 Notes First Supplemental Indenture, the MGP 2026 Notes Seventh Supplemental Indenture, the MGP 2027 Notes Seventh Supplemental Indenture and the MGP 2028 Notes Seventh Supplemental Indenture, the "MGP Supplemental Indentures") in order to effect the Amendments, which, among other things, eliminate or modify certain of the covenants, restrictions, provisions and events of default in each of the MGP Indentures. The MGP Supplemental Indentures will become operative upon the settlement of the Exchange Offers and the Consent Solicitations, which is expected to occur promptly after the Expiration Date.

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The Exchange Offers and Consent Solicitations are being conducted in connection
with the previously announced Mergers, which are currently expected to close in
the first half of 2022, subject to customary closing conditions, regulatory
approvals and approval by the stockholders of the Company. Pursuant to the
Master Transaction Agreement, dated as of August 4, 2021, prior to or on the
closing date under the Master Transaction Agreement, the Company will contribute
its interest in VICI LP to VICI Properties OP LLC, a Delaware limited liability
company and an indirect wholly owned subsidiary of the Company ("New VICI
Operating Company"), which will serve as a new operating company for the
Company. Following the contribution transaction, MGP will merge with and into
Venus Sub LLC, a Delaware limited liability company and a wholly owned
subsidiary of VICI LP ("REIT Merger Sub"), with REIT Merger Sub surviving the
merger (the "REIT Merger"). Immediately following consummation of the REIT
Merger, REIT Merger Sub will distribute the interests of the general partner of
the MGP OP to VICI LP and, immediately following such distribution, REIT Merger
Sub will merge with and into the MGP OP, with the MGP OP surviving the merger
(together with the REIT Merger, the "Mergers").
As a result of the execution of the MGP Supplemental Indentures and the
elimination of the Change of Control covenants in connection therewith, $4.242
billion in committed financing representing Tranche 2 of the Bridge Facility (as
defined in the Debt Commitment Letter (as defined herein)) was terminated in
accordance with the terms of the debt commitment letter dated as of August 4,
2021, by and among Morgan Stanley Senior Funding, Inc., JPMorgan Chase Bank,
N.A. and Citigroup Global Markets Inc. and any other lenders party thereto (the
"Debt Commitment Letter").
The Exchange Offers and Consent Solicitations are being made solely pursuant to
the terms and conditions set forth in the confidential offering memorandum,
dated September 13, 2021, in a private offering exempt from, or not subject to,
registration under the Securities Act of 1933, as amended (the "Securities
Act"), and are subject to the satisfaction of certain conditions, including the
consummation of the Mergers.
A copy of the press release issued by the Company is attached hereto as Exhibit
99.1.
Forward Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended, with respect to the Exchange Offers
and Consent Solicitations and the Mergers described herein, including statements
regarding the anticipated timing of such transactions. These forward-looking
statements generally are identified by the words "anticipates," "assumes,"
"believes," "estimates," "expects," "guidance," "intends," "plans," "projects,"
"strategy," "future," "opportunity," "plan," "may," "should," "will," "would"
and similar expressions. Forward-looking statements are predictions, projections
and other statements about future events that are based on current expectations
and assumptions and, as a result, are subject to risks and uncertainties.
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 Company's, MGM Growth Properties LLC's ("MGP") and each
company's respective tenants' financial condition, results of operations, cash
flows and performance. The extent to which the COVID-19 pandemic continues to
adversely affect each company's tenants, and ultimately impacts each company's
business, financial condition, results of operations, cash flows and performance
depends on future developments which cannot be predicted with confidence. Many
additional factors could cause actual future events and results to differ
materially from the forward-looking statements, including but not limited to:
(i) the possibility that the Company stockholders do not approve the proposed
transaction or that other conditions to the closing of the proposed transaction
are not satisfied or waived at all or on the anticipated timeline, (ii) failure
to realize the anticipated benefits of the proposed transaction, including as a
result of delay in completing the proposed transaction, (iii) the risk that
MGP's business will not be integrated successfully or that such integration may
be more difficult, time-consuming or costly than expected, (iv) unexpected costs
or liabilities relating to the proposed transaction, (v) litigation relating to
the proposed transaction that has been and may in the future be instituted
against the Company or MGP or their respective directors or officers and the
resulting expense or delay, (vi) the risk that disruptions caused by or relating
to the proposed transaction will harm the Company's or MGP's business, including
current plans and operations, (vii) the ability of the Company or MGP to retain
and hire key personnel, (viii) potential adverse reactions by tenants or other
business partners or changes to business relationships, including joint
ventures, resulting from the announcement or completion of the proposed
transaction, (ix) risks relating to the market value of the Company's common
stock to be issued in the proposed transaction, (x) risks associated with
third-party contracts containing consent and/or other provisions that may be
triggered by the proposed transaction, (xi) the impact of public health crises,
such as pandemics (including the COVID-19 pandemic) and epidemics and any
related company or government policies and actions intended to protect the
health and safety of individuals or government policies or actions intended to
maintain the functioning of national or global economies and markets, (xii)
general economic and market developments and conditions, (xiii) restrictions
during the pendency of the proposed transaction or thereafter that may impact
the Company's or MGP's ability to pursue certain business opportunities or
strategic transactions, (xiv) either company's ability to maintain its status as
a real estate investment trust for U.S. federal income tax purposes, and (xv)
the occurrence of any event, change or other circumstances that could give rise
to the termination of the Master Transaction Agreement relating to the proposed

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transaction. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of the Company described in the "Risk Factors" section of its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Investors are cautioned to interpret many of the risks identified in the "Risk Factors" section of these filings as being heightened as a result of the ongoing and numerous adverse impacts of the COVID-19 pandemic. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. The Company gives no assurance that it will achieve its expectations. Item 9.01. Financial Statements and Exhibits.




(d)   Exhibits
    Exhibit
      No.             Description
                        Press release, dated September 2    7    , 2021, related to the Exchange
     99.1             Offers and Consent Solicitations

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

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