MGM Growth Properties 10-Q 3 Jun 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	Jun. 03, 2016
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q1
Trading Symbol	MGP
Entity Registrant Name	MGM Growth Properties LLC
Entity Central Index Key	1,656,936
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Class A Shares [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		57,500,000
Class B Share [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		1

Balance Sheets

Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
ASSETS
Cash	$ 5
Total assets	5
Liabilities:
Payable to MGM Resorts International	5
Total liabilities	$ 5
Commitments and contingencies (Note 5)
Net Parent company equity:
Class A shares, 100 shares authorized, 100 shares issued and outstanding	$ 0	$ 0
Total shareholder's equity	0	0
Total liabilities and shareholder's equity	5
Propco [Member]
ASSETS
Property and equipment, net	7,852,529	7,793,639
Total assets	7,852,529	7,793,639
Liabilities:
Deferred income taxes, net	1,749,374	1,734,680
Total liabilities	$ 1,749,374	$ 1,734,680
Commitments and contingencies (Note 5)
Net Parent company equity:
Net Parent investment	$ 6,103,155	$ 6,058,959
Total shareholder's equity	6,103,155	6,058,959
Total liabilities and shareholder's equity	$ 7,852,529	$ 7,793,639

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - Class A Shares [Member] - shares	Mar. 31, 2016	Dec. 31, 2015
Common stock shares, authorized	100	100
Common stock shares, issued	100	100
Common stock shares, outstanding	100	100

Statements of Operations and Co

Statements of Operations and Comprehensive Loss - Propco [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Operating expenses
Depreciation	$ 51,476	$ 45,427
Property transactions, net	874
Property taxes	13,236	12,562
Property insurance	2,384	2,764
Loss before income taxes	(67,970)	(60,753)
Provision for income taxes	0	0
Net loss	(67,970)	(60,753)
Comprehensive loss	$ (67,970)	$ (60,753)

Statements of Cash Flows

Statements of Cash Flows - Propco [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash flows from operating activities
Net loss	$ (67,970)	$ (60,753)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation	51,476	45,427
Property transactions, net	874
Net cash used in operating activities	(15,620)	(15,326)
Cash flows from investing activities
Capital expenditures for property and equipment	(111,241)	(11,165)
Net cash used in investing activities	(111,241)	(11,165)
Cash flows from financing activities
Net cash transfers from Parent	126,861	26,491
Net cash provided by financing activities	126,861	26,491
Cash and cash equivalents
Net change for the period	0	0
Balance, beginning of period	0	0
Balance, end of period	0	0
Supplemental non-cash financing disclosure
Allocation of tax attributes (to) from Parent	$ (14,695)	$ 4,443

Business

Business	3 Months Ended
	Mar. 31, 2016
Business	NOTE 1 — BUSINESS Organization. MGP submitted a Registration Statement on Form S-11 with the Securities and Exchange Commission with respect to an initial public offering of its Class A shares. Prior to the completion of MGP’s initial public offering, MGP was a subsidiary of MGM Resorts International (“MGM”). Upon completion of its initial public offering, MGM owned MGP’s outstanding Class B share, representing a majority of the voting power of MGP’s shares. As a result, MGP continued to be controlled by MGM through its majority voting rights, and continued to be a subsidiary of MGM, following the initial public offering. A wholly owned subsidiary of MGP is the general partner and has operating control over the Operating Partnership following the initial public offering. As a result, MGP consolidates the Operating Partnership following the initial public offering. Following the initial public offering, MGP is a publicly traded, controlled REIT primarily engaged in the real property business, which consists of owning, acquiring, and leasing large scale destination entertainment and leisure resorts including casino gaming, hotel, convention, dining, entertainment, and retail offerings, through its investment in the Operating Partnership. The Operating Partnership’s portfolio initially consists of the real estate assets of Mandalay Bay, The Mirage, Luxor, Excalibur, New York-New York, Monte Carlo, and The Park, all based in Las Vegas, Nevada, as well as MGM Grand Detroit, based in Detroit, Michigan, and Gold Strike Tunica and Beau Rivage, both of which are located in Mississippi (collectively, the “Properties”). A subsidiary of the Operating Partnership leases all of the Properties back to a wholly owned subsidiary of MGM under a master lease agreement (the “Master Lease”).
Propco [Member]
Business	NOTE 1 — BUSINESS AND FORMATION MGM Resorts International (“MGM”) (the “Parent”) is a Delaware corporation that acts largely as a holding company and, through wholly owned subsidiaries, owns and operates casino resorts. MGM has engaged in a series of transactions in which subsidiaries of MGM transferred the real estate assets of The Mirage, Mandalay Bay, Luxor, New York-New York, Monte Carlo, Excalibur, The Park, Gold Strike Tunica, MGM Grand Detroit, and Beau Rivage (collectively, the “Properties”) to a newly formed property company subsidiary that is controlled by MGM Growth Properties LLC (“MGP”), a newly formed, publicly traded real estate investment trust (“REIT”). The Properties were contributed pursuant to a master contribution agreement (the “MCA”). The Properties are combined in these financial statements (the “Propco”). In connection with the transactions described above (the “Formation Transactions”), each MGM subsidiary contributing property initially transferred such real estate to newly formed subsidiaries and subsequently transferred 100% ownership interest in such subsidiaries to MGM Growth Properties Operating Partnership LP (the “Operating Partnership”) in exchange for operating partnership units. All of the proceeds from MGP’s initial public offering were used to purchase operating partnership units in the Operating Partnership. Following the Formation Transactions, a wholly owned subsidiary of MGP became the general partner of the Operating Partnership, and operates and controls all of its business affairs.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2016
Summary of Significant Accounting Policies	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation. MGP generally is not subject to U.S. federal income taxes on its taxable income to the extent that it annually distributes at least 90% of its taxable income to shareholders and maintains its intended qualification as a REIT. Reportable segment. Offering and issuance costs. Concentrations of credit risk. Geographical risk. Recently issued accounting standards. Amendments to the Consolidation Analysis In April 2015, the FASB issued Accounting Standard Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements: Amendments to SEC Paragraph Pursuant to Staff Announcement at June 18, 2015 EITF Meeting In August 2015, the FASB issued Accounting Standards Update No. 2015-14, Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date Revenue From Contracts With Customers In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) Leases In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting
Propco [Member]
Summary of Significant Accounting Policies	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation. The accompanying balance sheets include only certain assets and liabilities directly related to MGM that were transferred pursuant to the MCA, which was executed between the Propco and MGM on April 25, 2016 (the “Closing Date”). MGM retained all assets and liabilities that are not real property of the Properties. Accordingly, the assets and liabilities retained by MGM have been excluded from the balance sheets. The accompanying statements of operations include all costs directly attributable to owning the real estate assets and liabilities transferred. The statements of operations exclude all other costs that are not directly related to the Properties. The Propco classifies transactions related to long-lived assets, such as normal losses on the disposition of assets, within “Property transactions, net” in the accompanying statements of operations. All significant transactions between MGM and the Propco are included within “Net Parent investment” in the accompanying financial statements. Transactions among the Properties have been eliminated in the presentation of the financial statements. Use of estimates. Property and equipment. Property and equipment are depreciated on a straight-line basis over the following estimated useful lives: Buildings and building improvements 20 to 40 years Land improvements 10 to 20 years Fixtures and equipment 3 to 20 years Impairment of long-lived assets. Geographical risk. Income taxes. The Propco accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Propco determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Propco recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Propco considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Propco determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Propco would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. Uncertain tax positions are recorded in accordance with Accounting Standards Codification Topic 740, Income Taxes Recently issued accounting standards. Amendments to the Consolidation Analysis

Shareholder's Equity

Shareholder's Equity	3 Months Ended
	Mar. 31, 2016
Shareholder's Equity	NOTE 3 — SHAREHOLDER’S EQUITY MGP was initially capitalized with the issuance of 100 Class A shares, initially owned by MGM, and one Class B share, owned by MGM, which holds no economic rights. MGP was subsequently capitalized in connection with its initial public offering, as described further in Note 6. MGP’s Class B shareholder is entitled to an amount of votes representing a majority of the total voting power of MGP’s shares. If the holder of the Class B share and its controlled affiliates’ (excluding MGP and its subsidiaries) aggregate beneficial ownership of the combined economic interests in MGP and the Operating Partnership falls below 30%, the Class B share is no longer entitled to any voting rights. To the extent that the Class B share is entitled to majority voting power pursuant to MGP’s operating agreement, MGM may only transfer the Class B share (other than transfers to us and MGM’s controlled affiliates) if and to the extent that such transfer is approved by special approval by an independent conflicts committee, not to be unreasonably withheld. When determining whether to grant such approval, the conflicts committee must take into account the interests of MGP’s Class A shareholders and MGP ahead of the interests of the holder of the Class B share.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2016
Income Taxes	NOTE 4 — INCOME TAXES MGP will elect to be taxed as a REIT as defined under Section 856(a) of the Internal Revenue Code, commencing with its taxable year ending December 31, 2016. To qualify as a REIT, MGP must meet certain organizational, income, asset, and distribution tests. Accordingly, MGP will generally not be subject to corporate U.S. federal or state income tax to the extent that it makes qualifying distributions to its shareholders and provided it satisfies on a continuing basis, through actual investment and operating results, the REIT requirements, including certain asset, income, distribution, and share ownership tests. MGP currently intends to comply with these requirements and maintain REIT status. However, MGP may still be subject to federal excise tax, as well as certain state and local income and franchise taxes.
Propco [Member]
Income Taxes	NOTE 4 — INCOME TAXES Taxable losses generated by the Propco have been included in the consolidated or unitary income tax returns of MGM. Income taxes in the accompanying financial statements are presented as if the Propco were held in a separate corporation that filed separate income tax returns. MGM believes the assumptions underlying its allocation of income taxes to the Propco on a separate return basis are reasonable. However, the amounts allocated for income taxes in the accompanying financial statements are not necessarily indicative of the actual amount of income taxes that would have been recorded had the Propco been a separate stand-alone entity. The provision for income taxes attributable to the loss before income taxes is as follows: Three Months Ended March 31, 2016 2015 (in thousands) Federal: Current $ — $ — Deferred — — Provision for federal income taxes $ — $ — State: Current $ — $ — Deferred — — Provision for state income taxes $ — $ — The Propco has no provision for income taxes as it has a full valuation allowance on its losses. A reconciliation of the federal income tax statutory rate and the Propco’s effective tax rate is as follows: Three Months Ended March 31, 2016 2015 Federal income tax statutory rate 35 % 35 % Federal valuation allowance (1) (35 ) (35 ) Effective tax rate — % — % (1) Management assesses all available positive and negative evidence to estimate whether sufficient future taxable income will be generated to use the existing deferred tax assets. Due to significant historical losses, a full valuation allowance of $23.8 million and $21.3 million has been recorded on deferred tax assets attributable to losses incurred in the three months ended March 31, 2016 and 2015, respectively. The Propco intends to maintain the valuation allowance until sufficient positive evidence exists to support the reversal of the valuation allowance. The major tax-effected components of the Propco’s net deferred tax liability were as follows: March 31, December 31, 2016 2015 (in thousands) Deferred tax liability—federal and state: Property and equipment $ 1,749,374 $ 1,734,680 Total deferred tax liability $ 1,749,374 $ 1,734,680 The net operating losses generated by the Propco have been utilized by MGM and are not available to reduce future taxable income of the Propco. Therefore, the deferred tax assets presented above do not include the net operating losses generated by the Propco as it will not obtain a future economic benefit for these amounts. The Propco has adopted the accounting policy that interest and penalties will be classified as a component of income tax expense. No interest or penalties were recorded for the three-month periods ended March 31, 2016 or 2015. The operating results of the Properties comprising the Propco are included in the consolidated federal income tax return of which MGM is the Parent. As of March 31, 2016, MGM and its subsidiaries are no longer subject to examination of their U.S. federal income tax returns filed for years ended prior to 2011.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2016
Commitments and Contingencies	NOTE 5 — COMMITMENTS AND CONTINGENCIES In the ordinary course of business, from time to time, MGP expects to be subject to legal claims and administrative proceedings, none of which are currently outstanding, which MGP believes could have, individually or in the aggregate, a material adverse effect on its business, financial condition, or results of operations, liquidity, or cash flows.
Propco [Member]
Commitments and Contingencies	NOTE 5 — COMMITMENTS AND CONTINGENCIES Liabilities for loss contingencies arising from claims, tax assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Legal costs incurred with respect to these items are expensed as incurred. There were no loss contingencies as of March 31, 2016.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2016
Subsequent Events	NOTE 6 — SUBSEQUENT EVENTS On the Closing Date, MGP completed the initial public offering of 57,500,000 of its Class A shares representing limited liability company interests (inclusive of the full exercise by the underwriters of their option to purchase 7,500,000 Class A shares) at an initial offering price of $21.00 per share. MGP used the proceeds from its initial public offering to purchase approximately 26.7% of the operating partnership units in the Operating Partnership and pay expenses, including reimbursement to MGM of approximately $10 million in expenses attributable to the debt issuance and initial public offering. In connection with the initial public offering, MGM, MGP and the Operating Partnership entered into a series of transactions and executed several agreements that, among other things, set forth the terms and conditions of the initial public offering and provide a framework for MGP’s and the Operating Partnership’s relationship with MGM. Subsequent to the initial public offering, MGM owned approximately 73.3% of the operating partnership units of the Operating Partnership. The ownership units of the Operating Partnership are exchangeable into Class A shares of MGP on a one-to-one basis, or cash at the fair value of a Class A share, at the option of MGP. MGM’s ownership of operating partnership units in the Operating Partnership will be recognized as non-controlling interests in MGP’s financial statements. Pursuant to the master contribution agreement (the “MCA”) by and between MGM, MGP and the Operating Partnership, MGM contributed the Properties to newly formed subsidiaries and subsequently transferred 100% ownership interest in such subsidiaries to the Operating Partnership in exchange for operating partnership units in the Operating Partnership on the Closing Date. Pursuant to the Master Lease entered into on the Closing Date by and between a subsidiary of MGM (the “Tenant”) and a subsidiary of the Operating Partnership (the “Landlord”), the Tenant has leased the Properties from the Landlord. The Master Lease has an initial lease term of ten years with the potential to extend the term for four additional five-year terms thereafter at the option of the Tenant. The Master Lease provides that any extension of its term must apply to all of the real estate under the Master Lease at the time of the extension. The Master Lease has a triple-net structure, which requires the Tenant to pay substantially all costs associated with the lease, including real estate taxes, insurance, utilities and routine maintenance, in addition to the base rent and percentage rent. Additionally, the Master Lease provides MGP with a right of first offer with respect to MGM’s development properties located in National Harbor, Maryland and Springfield, Massachusetts (the “ROFO Properties”), which MGP may exercise should MGM elect to sell these properties in the future. The annual rent payments due under the Master Lease are initially $550 million. Rent under the Master Lease consists of a “base rent” component and a “percentage rent” component. For the first year, the base rent represents 90% of the initial total rent payments due under the Master Lease, or $495 million, and the percentage rent represents 10% of the initial total rent payments due under the Master Lease, or $55 million. The base rent includes a fixed annual rent escalator of 2.0% for the second through the sixth lease years (as defined in the Master Lease). Thereafter, the annual escalator of 2.0% will be subject to the Tenant and, without duplication, the operating subsidiary sublessees of the Tenant, collectively meeting an adjusted net revenue to rent ratio of 6.25:1.00 based on their net revenue from the leased properties subject to the Master Lease (as determined in accordance with U.S. GAAP, adjusted to exclude net revenue attributable to certain scheduled subleases and, at MGM’s option, reimbursed cost revenue). The percentage rent will initially be a fixed amount for approximately the first six years and will then be adjusted every five years based on the average actual annual net revenues of the Tenant and, without duplication, the operating subsidiary sublessees of the Tenant, from the leased properties subject to the Master Lease at such time for the trailing five calendar-year period (calculated by multiplying the average annual net revenues, excluding net revenue attributable to certain scheduled subleases and, at MGM’s option, reimbursed cost revenue, for the trailing five calendar-year period by 1.4%). Pursuant to a corporate services agreement entered into on the Closing Date (the “Corporate Services Agreement”), MGM provides MGP and its subsidiaries with financial, administrative and operational support services, including accounting and finance support, human resources support, legal and regulatory compliance support, insurance advisory services, internal audit services, governmental affairs monitoring and reporting services, information technology support, construction services, and various other support services (the “Corporate Services”). MGM will be reimbursed for all costs it incurs directly related to providing the services thereunder. The following debt financing transactions were entered into on the Closing Date in connection with the closing of the initial public offering: Bridge Facilities. MGP Operating Partnership Credit Agreement. The credit agreement contains customary covenants that, among other things, limit the ability of the Operating Partnership and its restricted subsidiaries to: (i) incur additional indebtedness; (ii) merge with a third party or engage in other fundamental changes; (iii) make restricted payments; (iv) enter into, create, incur or assume any liens; (v) make certain sales and other dispositions of assets; (vi) enter into certain transactions with affiliates; (vii) make certain payments on certain other indebtedness; (viii) make certain investments; and (ix) incur restrictions on the ability of restricted subsidiaries to make certain distributions, loans or transfers of assets to the Operating Partnership or any restricted subsidiary. These covenants are subject to a number of important exceptions and qualifications, including, with respect to the restricted payments covenant, the ability to make unlimited restricted payments to maintain the REIT status of MGP. The Revolving Credit Facility and Term Loan A Facility also require the Operating Partnership to maintain a maximum secured net debt to adjusted total asset ratio, a maximum total net debt to adjusted asset ratio and a minimum interest coverage ratio, all of which may restrict the Operating Partnership’s ability to incur additional debt to fund its obligations in the near term. The credit agreement also provides for customary events of default, including, without limitation, (i) payment defaults, (ii) inaccuracies of representations and warranties, (iii) covenant defaults, (iv) cross-defaults to certain other indebtedness in excess of specified amounts, (v) certain events of bankruptcy and insolvency, (vi) judgment defaults in excess of specified amounts, (vii) actual or asserted invalidity or impairment of any loan documentation, (viii) the security documents cease to create a valid and perfected first priority lien on any material portion of the collateral, (ix) ERISA defaults, (x) termination of the Master Lease and (xi) change of control. The term loan facilities are subject to amortization of principal in equal quarterly installments, with 5.0% of the initial aggregate principal amount of the Term Loan A Facility and 1.0% of the initial aggregate principal amount of the Term Loan B Facility to be payable each year. The Revolving Credit Facility and the Term Loan Facilities are both guaranteed by each of the Operating Partnership’s existing and subsequently acquired direct and indirect wholly owned material domestic restricted subsidiaries, and secured by a first priority lien security interest on substantially all of the Operating Partnership’s and such restricted subsidiaries’ material assets, including mortgages on its real estate, subject to customary exclusions. MGP Operating Partnership Senior Notes. The indenture governing the Senior Notes contains customary covenants that limit the Operating Partnership’s ability and, in certain instances, the ability of its subsidiaries, to borrow money, create liens on assets, make distributions and pay dividends on or redeem or repurchase operating partnership units, make certain types of investments, sell stock in certain subsidiaries, enter into agreements that restrict dividends or other payments from subsidiaries, enter into transactions with affiliates, issue guarantees of debt, and sell assets or merge with other companies. These limitations are subject to a number of important exceptions and qualifications set forth in the indenture governing the Senior Notes, including, with respect to the restricted payments covenant, the ability to make unlimited restricted payments to maintain the REIT status of MGP. 2016 MGP Omnibus Incentive Plan. Borgata Transaction On May 31, 2016, MGM announced that it has entered into a definitive agreement to acquire Boyd Gaming Corporation’s ownership interest in Borgata Hotel Casino and Spa (“Borgata”). Further, MGM, MGP, the Operating Partnership, the Landlord and the Tenant entered into a master transaction agreement (the “Master Transaction Agreement”), which provides for, among other things (subject to and following the acquisition by MGM of Boyd Gaming Corporation’s interest in Borgata), the transfer of the real estate assets related to the Borgata located at Renaissance Pointe in Atlantic City, New Jersey from a subsidiary of MGM to the Landlord. A subsidiary of MGM will operate Borgata. Upon the terms and subject to the conditions set forth in the Master Transaction Agreement, MGP will purchase from MGM all of the real estate assets for total consideration of $1.175 billion, which will consist of the assumption by the Landlord of certain indebtedness from a subsidiary of MGM (such amount, to be determined by MGM prior to the closing of the acquisition, between $525 million and the greater of (i) $570 million and (ii) an amount that would result in the Pro Forma Total Net Leverage Ratio (as defined in the Master Transaction Agreement) not exceeding 5.5x) with the remainder paid in Operating Partnership units based on a price per unit of $23.03 (the closing price of MGP’s Class A shares on the trading day prior to announcement). The transaction is expected to close in the third quarter of 2016, subject to regulatory approvals and other customary closing conditions (including the acquisition by MGM of Boyd Gaming Corporation’s interest in Borgata). The real estate assets will be leased by the Landlord to the Tenant via an amendment to the existing Master Lease. Following the consummation of the transaction, the initial rent under the Master Lease will be increased by $100 million, $90 million of which relates to the base rent for the initial term and the remaining $10 million relates to the percentage rent. As a result of the foregoing, following the closing of the acquisition, the base rent under the Master Lease will be $585 million for the initial term and the percentage rent will be $65 million. Events subsequent to March 31, 2016 were evaluated through June 3, 2016, the date these Unaudited Balance Sheets were available to be issued, and no further events were identified requiring further disclosure in these Unaudited Balance Sheets.
Propco [Member]
Subsequent Events	NOTE 7 — SUBSEQUENT EVENTS On the Closing Date, MGM completed the Formation Transactions in which subsidiaries of MGM transferred the real estate assets comprising the Propco to newly formed property company subsidiaries and subsequently transferred 100% ownership interest in such subsidiaries to the Operating Partnership in exchange for partnership units pursuant to the MCA. Events subsequent to March 31, 2016 were evaluated through June 3, 2016, the date these Unaudited Financial Statements were available to be issued, and no further events were identified requiring further disclosure in these Unaudited Financial Statements.

Property and Equipment

Property and Equipment	3 Months Ended
	Mar. 31, 2016
Propco [Member]
Property and Equipment	NOTE 3 — PROPERTY AND EQUIPMENT Property and equipment, net of accumulated depreciation, consists of the following: March 31, December 31, 2016 2015 (in thousands) Land $ 4,107,945 $ 4,107,953 Buildings, building improvements and land improvements 5,968,244 5,857,232 10,076,189 9,965,185 Less: Accumulated depreciation (2,223,660 ) (2,171,546 ) $ 7,852,529 $ 7,793,639 Depreciation expense related to property and equipment was $51.5 million and $45.4 million for the three months ended March 31, 2016 and 2015, respectively.

Related-Party Transactions and

Related-Party Transactions and Parent Company Equity	3 Months Ended
	Mar. 31, 2016
Propco [Member]
Related-Party Transactions and Parent Company Equity	NOTE 6 — RELATED-PARTY TRANSACTIONS AND PARENT COMPANY EQUITY Prior to the Closing Date, the Operating Partnership and MGP entered into a corporate services agreement that covers financial, administrative and operational support services, including accounting and finance support, human resources support, legal and regulatory compliance support, insurance advisory services, internal audit services, governmental affairs monitoring and reporting services, information technology support, construction services and various other support services. Allocation of expenses. Parent company equity. Net transfers from Parent are included within net Parent investment on the statements of Parent company equity. The following table presents the Propco’s changes in Parent company equity for the three months ended March 31, 2016: Net Parent Company Equity (in thousands) Balance at December 31, 2015 $ 6,058,959 Net loss (67,970 ) Net transfers from Parent 112,166 Balance at March 31, 2016 $ 6,103,155

Summary of Significant Accoun14

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2016
Basis of presentation	Basis of presentation. MGP generally is not subject to U.S. federal income taxes on its taxable income to the extent that it annually distributes at least 90% of its taxable income to shareholders and maintains its intended qualification as a REIT.
Reportable segment	Reportable segment.
Offering and issuance costs	Offering and issuance costs.
Concentrations of credit risk	Concentrations of credit risk.
Geographical risk	Geographical risk.
Recently issued accounting standards	Recently issued accounting standards. Amendments to the Consolidation Analysis In April 2015, the FASB issued Accounting Standard Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements: Amendments to SEC Paragraph Pursuant to Staff Announcement at June 18, 2015 EITF Meeting In August 2015, the FASB issued Accounting Standards Update No. 2015-14, Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date Revenue From Contracts With Customers In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) Leases In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting
Propco [Member]
Basis of presentation	Basis of presentation. The accompanying balance sheets include only certain assets and liabilities directly related to MGM that were transferred pursuant to the MCA, which was executed between the Propco and MGM on April 25, 2016 (the “Closing Date”). MGM retained all assets and liabilities that are not real property of the Properties. Accordingly, the assets and liabilities retained by MGM have been excluded from the balance sheets. The accompanying statements of operations include all costs directly attributable to owning the real estate assets and liabilities transferred. The statements of operations exclude all other costs that are not directly related to the Properties. The Propco classifies transactions related to long-lived assets, such as normal losses on the disposition of assets, within “Property transactions, net” in the accompanying statements of operations. All significant transactions between MGM and the Propco are included within “Net Parent investment” in the accompanying financial statements. Transactions among the Properties have been eliminated in the presentation of the financial statements.
Geographical risk	Geographical risk.
Recently issued accounting standards	Recently issued accounting standards. Amendments to the Consolidation Analysis
Use of estimates	Use of estimates.
Property and equipment	Property and equipment. Property and equipment are depreciated on a straight-line basis over the following estimated useful lives: Buildings and building improvements 20 to 40 years Land improvements 10 to 20 years Fixtures and equipment 3 to 20 years
Impairment of long-lived assets	Impairment of long-lived assets.
Income taxes	Income taxes. The Propco accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Propco determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Propco recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Propco considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Propco determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Propco would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. Uncertain tax positions are recorded in accordance with Accounting Standards Codification Topic 740, Income Taxes

Summary of Significant Accoun15

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2016
Propco [Member]
Estimated Useful Lives of Property and Equipment	Property and equipment are depreciated on a straight-line basis over the following estimated useful lives: Buildings and building improvements 20 to 40 years Land improvements 10 to 20 years Fixtures and equipment 3 to 20 years

Property and Equipment (Tables)

Property and Equipment (Tables)	3 Months Ended
	Mar. 31, 2016
Propco [Member]
Summary of Property and Equipment, Net of Accumulated Depreciation	Property and equipment, net of accumulated depreciation, consists of the following: March 31, December 31, 2016 2015 (in thousands) Land $ 4,107,945 $ 4,107,953 Buildings, building improvements and land improvements 5,968,244 5,857,232 10,076,189 9,965,185 Less: Accumulated depreciation (2,223,660 ) (2,171,546 ) $ 7,852,529 $ 7,793,639

Income Taxes (Tables)

Income Taxes (Tables) - Propco [Member]	3 Months Ended
	Mar. 31, 2016
Schedule of Provision for Income Taxes Attributable to Loss Before Income Taxes	The provision for income taxes attributable to the loss before income taxes is as follows: Three Months Ended March 31, 2016 2015 (in thousands) Federal: Current $ — $ — Deferred — — Provision for federal income taxes $ — $ — State: Current $ — $ — Deferred — — Provision for state income taxes $ — $ —
Reconciliation of Federal Income Tax Statutory Rate and Effective Tax Rate	A reconciliation of the federal income tax statutory rate and the Propco’s effective tax rate is as follows: Three Months Ended March 31, 2016 2015 Federal income tax statutory rate 35 % 35 % Federal valuation allowance (1) (35 ) (35 ) Effective tax rate — % — % (1) Management assesses all available positive and negative evidence to estimate whether sufficient future taxable income will be generated to use the existing deferred tax assets. Due to significant historical losses, a full valuation allowance of $23.8 million and $21.3 million has been recorded on deferred tax assets attributable to losses incurred in the three months ended March 31, 2016 and 2015, respectively. The Propco intends to maintain the valuation allowance until sufficient positive evidence exists to support the reversal of the valuation allowance.
Schedule of Major Tax-Effected Components of Net Deferred Tax Liability	The major tax-effected components of the Propco’s net deferred tax liability were as follows: March 31, December 31, 2016 2015 (in thousands) Deferred tax liability—federal and state: Property and equipment $ 1,749,374 $ 1,734,680 Total deferred tax liability $ 1,749,374 $ 1,734,680

Related-Party Transactions an18

Related-Party Transactions and Parent Company Equity (Tables)	3 Months Ended
	Mar. 31, 2016
Propco [Member]
Schedule of Changes in Parent Company Equity	The following table presents the Propco’s changes in Parent company equity for the three months ended March 31, 2016: Net Parent Company Equity (in thousands) Balance at December 31, 2015 $ 6,058,959 Net loss (67,970 ) Net transfers from Parent 112,166 Balance at March 31, 2016 $ 6,103,155

Summary of Significant Accoun19

Summary of Significant Accounting Policies - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2016USD ($)Segments	Mar. 31, 2015USD ($)
Summary Of Significant Accounting Policies [Line Items]
Minimum percentage of taxable income distributed to shareholders	90.00%
Number of reportable segments | Segments	1
Debt issuance and initial public offering costs	$ 10,000,000
Propco [Member]
Summary Of Significant Accounting Policies [Line Items]
Impairment charges	$ 0	$ 0

Shareholder's Equity - Addition

Shareholder's Equity - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2016shares
Class A Shares [Member]
Class of Stock [Line Items]
Shares issued	100
Class B Share [Member]
Class of Stock [Line Items]
Shares issued	1
Percentage of ownership, below which Class B not entitled to voting rights	30.00%

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail)	Apr. 25, 2016USD ($)Terms$ / sharesshares	Apr. 20, 2016USD ($)	Apr. 19, 2016	May. 31, 2016USD ($)$ / shares	Mar. 31, 2016USD ($)	Jun. 03, 2016USD ($)
Subsequent Event [Line Items]
Debt issuance and initial public offering costs					$ 10,000,000
Common stock, conversion basis					The ownership units of the Operating Partnership are exchangeable into Class A shares of MGP on a one-to-one basis, or cash at the fair value of a Class A share, at the option of MGP.
Leasing arrangement description of rent					The base rent includes a fixed annual rent escalator of 2.0% for the second through the sixth lease years (as defined in the master lease). Thereafter, the annual escalator of 2.0% will be subject to the Tenant and, without duplication, the operating subsidiary sublessees of the Tenant, collectively meeting an adjusted net revenue to rent ratio of 6.251.00 based on their net revenue from the leased properties subject to the master lease (as determined in accordance with U.S. GAAP, adjusted to exclude net revenue attributable to certain scheduled subleases and, at MGM's option, reimbursed cost revenue). The percentage rent will initially be a fixed amount for approximately the first six years and will then be adjusted every five years based on the average actual annual net revenues of the Tenant and, without duplication, the operating subsidiary sublessees of the Tenant, from the leased properties subject to the master lease at such time for the trailing five calendar-year period (calculated by multiplying the average annual net revenues, excluding net revenue attributable to certain scheduled subleases and, at MGP's option, reimbursed cost revenue, for the trailing five calendar-year period by 1.4%).
Bridge Facilities [Member]
Subsequent Event [Line Items]
Credit facility amount					$ 4,000,000,000
Scenario, Forecast [Member] | MGP Operating Partnership Credit Agreement [Member] | Revolving Credit Facility [Member]
Subsequent Event [Line Items]
Amount drawn under credit facility						$ 0
Subsequent Events [Member]
Subsequent Event [Line Items]
Ownership interest in operating partnership	73.30%
Ownership interest transferred	100.00%
Master lease, initial lease term	10 years
Additional period of extension in lease contract	5 years
Number of times lease term, extended | Terms	4
Annual rent payments due under master lease	$ 550,000,000
Subsequent Events [Member] | Borgata Hotel Casino and Spa [Member]
Subsequent Event [Line Items]
Business combination, total consideration				$ 1,175,000,000
Business combination, price per share | $ / shares				$ 23.03
Pro forma net leverage ratio				550.00%
Increase in lease rent expenses				$ 100,000,000
Subsequent Events [Member] | 2016 MGP Omnibus Incentive Plan [Member]
Subsequent Event [Line Items]
Stock incentive plan expiration period			10 years
Subsequent Events [Member] | Base Rent [Member]
Subsequent Event [Line Items]
Percentage of initial total rent payments due under the master lease	90.00%
Total revised annual rent payments due under master lease	$ 495,000,000
Fixed annual rent escalator, percentage	2.00%
Lease contractual term	6 years
Adjusted net revenue to rent ratio	625.00%
Subsequent Events [Member] | Base Rent [Member] | Borgata Hotel Casino and Spa [Member]
Subsequent Event [Line Items]
Total revised annual rent payments due under master lease				585,000,000
Increase in lease rent expenses				90,000,000
Subsequent Events [Member] | Percentage Rent [Member]
Subsequent Event [Line Items]
Percentage of initial total rent payments due under the master lease	10.00%
Total revised annual rent payments due under master lease	$ 55,000,000
Lease fixed amount adjustment multiplier	1.40%
Subsequent Events [Member] | Percentage Rent [Member] | Borgata Hotel Casino and Spa [Member]
Subsequent Event [Line Items]
Total revised annual rent payments due under master lease				65,000,000
Increase in lease rent expenses				10,000,000
Subsequent Events [Member] | Propco [Member]
Subsequent Event [Line Items]
Ownership interest transferred	100.00%
Subsequent Events [Member] | Minimum [Member] | Borgata Hotel Casino and Spa [Member]
Subsequent Event [Line Items]
Business combination, liabilities assumed				525,000,000
Subsequent Events [Member] | Maximum [Member] | Borgata Hotel Casino and Spa [Member]
Subsequent Event [Line Items]
Business combination, liabilities assumed				$ 570,000,000
Subsequent Events [Member] | MGP Operating Partnership Credit Agreement [Member] | Revolving Credit Facility [Member]
Subsequent Event [Line Items]
Credit facility amount	$ 600,000,000
Variable interest rate base	LIBOR
Subsequent Events [Member] | MGP Operating Partnership Credit Agreement [Member] | Term Loan A [Member]
Subsequent Event [Line Items]
Credit facility amount	$ 300,000,000
Credit facility, maturity date	2,021
Variable interest rate base	LIBOR
Term loan repayment percentage of initial aggregate principal amount	5.00%
Subsequent Events [Member] | MGP Operating Partnership Credit Agreement [Member] | Term Loan B [Member]
Subsequent Event [Line Items]
Credit facility amount	$ 1,850,000,000
Percentage of credit facility issued to lenders	99.75%
LIBOR floor rate	0.75%
Credit facility, maturity date	2,023
Variable interest rate base	LIBOR
Term loan repayment percentage of initial aggregate principal amount	1.00%
Subsequent Events [Member] | MGP Operating Partnership Credit Agreement [Member] | LIBOR [Member] | Term Loan A [Member] | First Six Months [Member]
Subsequent Event [Line Items]
Variable margin	2.75%
Subsequent Events [Member] | MGP Operating Partnership Credit Agreement [Member] | LIBOR [Member] | Term Loan A [Member] | Minimum [Member] | After Six Months [Member]
Subsequent Event [Line Items]
Variable margin	2.25%
Subsequent Events [Member] | MGP Operating Partnership Credit Agreement [Member] | LIBOR [Member] | Term Loan A [Member] | Maximum [Member] | Amended and Restated Senior Credit Facility [Member] | After Six Months [Member]
Subsequent Event [Line Items]
Variable margin	2.75%
Subsequent Events [Member] | MGP Operating Partnership Credit Agreement [Member] | LIBOR [Member] | Term Loan B [Member]
Subsequent Event [Line Items]
Variable margin	3.25%
Subsequent Events [Member] | MGP Operating Partnership Senior Notes [Member] | 5.625% Senior Notes due 2024 [Member]
Subsequent Event [Line Items]
Aggregate principal amount of senior notes		$ 1,050,000,000
Interest rate on senior notes		5.625%
Maturity date of senior notes		May 1, 2024
Interest on notes payable commencement date		Nov. 1, 2016
Debt instrument redemption price percentage		100.00%
Subsequent Events [Member] | IPO [Member]
Subsequent Event [Line Items]
Initial offering price per share | $ / shares	$ 21
Ownership percentage acquired	26.70%
Debt issuance and initial public offering costs	$ 10,000,000
Subsequent Events [Member] | IPO [Member] | Class A Shares [Member]
Subsequent Event [Line Items]
Shares issued under initial public offering | shares	57,500,000
Shares offered to underwriters under initial public offering | shares	7,500,000

Business and Formation - Additi

Business and Formation - Additional Information (Detail)	Mar. 31, 2016
Propco [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Ownership interest in subsidiary	100.00%

Summary of Significant Accoun23

Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Detail) - Propco [Member]	3 Months Ended
	Mar. 31, 2016
Minimum [Member] | Buildings and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, estimated useful lives	20 years
Minimum [Member] | Land Improvements [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, estimated useful lives	10 years
Minimum [Member] | Fixtures and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, estimated useful lives	3 years
Maximum [Member] | Buildings and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, estimated useful lives	40 years
Maximum [Member] | Land Improvements [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, estimated useful lives	20 years
Maximum [Member] | Fixtures and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, estimated useful lives	20 years

Property and Equipment - Summar

Property and Equipment - Summary of Property and Equipment, Net of Accumulated Depreciation (Detail) - Propco [Member] - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 10,076,189	$ 9,965,185
Less: Accumulated depreciation	(2,223,660)	(2,171,546)
Property and equipment, net	7,852,529	7,793,639
Land [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	4,107,945	4,107,953
Buildings, Building Improvements and Land Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 5,968,244	$ 5,857,232

Property and Equipment - Additi

Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Propco [Member]
Property, Plant and Equipment [Line Items]
Depreciation expense related to property and equipment	$ 51,476	$ 45,427

Income Taxes - Schedule of Prov

Income Taxes - Schedule of Provision for Income Taxes Attributable to Loss Before Income Taxes (Detail) - Propco [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Federal:
Current	$ 0	$ 0
Deferred	0	0
Provision for federal income taxes	0	0
State:
Current	0	0
Deferred	0	0
Provision for state income taxes	$ 0	$ 0

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail) - Propco [Member] - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Income Tax Disclosure [Line Items]
Provision for income taxes	$ 0	$ 0
Income tax expense, interest or penalties	$ 0	$ 0

Income Taxes - Reconciliation o

Income Taxes - Reconciliation of Federal Income Tax Statutory Rate and Effective Tax Rate (Detail) - Propco [Member]	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Schedule Of Effective Income Tax Rate Reconciliation [Line Items]
Federal income tax statutory rate	35.00%	35.00%
Federal valuation allowance	(35.00%)	(35.00%)
Effective tax rate	0.00%	0.00%

Income Taxes - Reconciliation29

Income Taxes - Reconciliation of Federal Income Tax Statutory Rate and Effective Tax Rate (Parenthetical) (Detail) - USD ($) $ in Millions	Mar. 31, 2016	Mar. 31, 2015
Propco [Member]
Schedule Of Effective Income Tax Rate Reconciliation [Line Items]
Valuation allowance, amount	$ 23.8	$ 21.3

Income Taxes - Schedule of Majo

Income Taxes - Schedule of Major Tax-Effected Components of Net Deferred Tax Liability (Detail) - Propco [Member] - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Deferred tax liability-federal and state:
Property and equipment	$ 1,749,374	$ 1,734,680
Total deferred tax liability	$ 1,749,374	$ 1,734,680

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail)	Mar. 31, 2016USD ($)
Propco [Member]
Loss Contingencies [Line Items]
Loss contingencies	$ 0

Related Party Transactions and

Related Party Transactions and Parent Company Equity - Schedule of Changes in Parent Company Equity (Detail) - Propco [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Beginning Balance at January 1, 2016	$ 6,058,959
Net loss	(67,970)	$ (60,753)
Net transfers from Parent	112,166
Ending Balance as of March 31, 2016	$ 6,103,155