VICI PROPERTIES INC. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 7.01. Regulation FD Disclosure.

On August 4, 2021, VICI Properties Inc., a Maryland corporation (the "Company"),
issued a press release announcing, among other things, the execution of a Master
Transaction Agreement (the "Master Transaction Agreement") dated August 4, 2021,
by and among the Company, MGM Growth Properties LLC, a Delaware limited
liability company ("MGP"), MGM Growth Properties Operating Partnership LP, a
Delaware limited partnership ("MGP OP"), VICI Properties LP, a Delaware limited
partnership ("Existing VICI OP"), Venus Sub LLC, a Delaware limited liability
company and a wholly owned subsidiary of Existing VICI OP ("REIT Merger Sub"),
VICI Properties OP LLC, a Delaware limited liability company and an indirect
wholly owned subsidiary of the Company ("New VICI Operating Company"), and MGM
Resorts International, a Delaware corporation ("MGM"), pursuant to which, among
other things, MGP will merge with and into REIT Merger Sub, with REIT Merger Sub
surviving the merger (the "REIT Merger"), and immediately thereafter REIT Merger
Sub will merge with and into MGP OP, with MGP OP surviving the merger (the
"Partnership Merger" and together with the REIT Merger, the "Mergers"). On the
closing date of the Mergers, (i) all of the limited partnership units of MGP OP
held by MGM and certain of its subsidiaries will be converted into newly issued
limited liability company units of New VICI Operating Company, which will serve
as a new operating company for the Company, and (ii) following such conversion,
New VICI Operating Company will redeem a majority of the newly issued limited
liability company units of New VICI Operating Company held by MGM and/or certain
of its subsidiaries for total cash consideration of approximately $4.4 billion.
MGM and/or such subsidiaries will retain approximately 12 million units in New
VICI Operating Company. A copy of the press release is furnished as Exhibit 99.1
hereto, and the full text of such press release is incorporated herein by
reference.
On August 4, 2021, the Company posted a transaction presentation to the
Company's website at https://investors.viciproperties.com related to the
transactions contemplated by the Master Transaction Agreement. The presentation
provides information on the Company, MGP and MGM and an overview of the
strategic rationale for the transaction. The presentation is attached hereto as
Exhibit 99.2.
The foregoing information in Item 7.01 hereto, including the press release
attached hereto as Exhibit 99.1 and the transaction presentation attached hereto
as Exhibit 99.2, is being furnished pursuant to Item 7.01 and shall not be
deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed to be incorporated by reference in any
filing under the Securities Act of 1933, as amended (the "Securities Act"), or
the Exchange Act regardless of any general incorporation language in such
filing.
Forward Looking Statements
This Current Report on Form 8-K, including the materials incorporated herein by
reference, contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act, and Section 21E of the Exchange Act, with
respect to the proposed transaction described herein, including statements
regarding the anticipated benefits of the transaction, the anticipated timing of
the transaction and the markets of each company. 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, MGP's 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 and financial
condition, 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)
potential litigation relating to the proposed transaction that could 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

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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
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 and MGP described in the "Risk
Factors" section of their respective Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and other documents filed by either of them 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 and MGP assume no obligation and do
not intend to update or revise these forward-looking statements, whether as a
result of new information, future events or otherwise. Neither the Company nor
MGP gives any assurance that either company will achieve its expectations.
Additional Information about the Proposed Transaction and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between the
Company and MGP. In connection with the Mergers, the Company intends to file
with the SEC a registration statement on Form S-4 that will include a proxy
statement of the Company and that also constitutes a prospectus of the Company
and information statement of MGP. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE PROXY STATEMENT/INFORMATION STATEMENT/PROSPECTUS 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 the Company by contacting VICI Properties Investor
Relations at [e-mail] or [phone]. Investors and
security holders may obtain free copies of the documents filed with the SEC by
MGP by contacting MGP Investor Relations at [e-mail] or (702)
669-1470.
Participants in the Solicitation
The Company 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 the Company's 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/information statement/prospectus and other relevant materials filed
with the SEC regarding the Mergers when they become available. Investors should
read the definitive proxy statement/information statement/prospectus carefully
when it becomes available before making any voting or investment decisions. You
may obtain free copies of these documents from the Company using the sources
indicated above.
No Offer or Solicitation
This Current Report on Form 8-K 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 Securities Act.

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Item 9.01. Financial Statements and Exhibits.

(d)   Exhibits
    Exhibit
      No.             Description
     99.1               Press Release, dated August 4, 2021

     99.2               Transaction Presentation, dated August 4, 2021

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

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