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.