MGM Growth Properties Operating Partnership (MGP) 8-K Certain Operational Andnon-u.s. Gaap Financial Measures of MGM and the Operating Partnership

Exhibit 99.1

Excerpts from the Preliminary Offering Memorandum of MGM Growth Properties Operating Partnership LP and MGP Finance Co-Issuer, Inc., dated January 22, 2019

CERTAIN OPERATIONAL ANDNON-U.S. GAAP FINANCIAL MEASURES OF MGM AND THE OPERATING PARTNERSHIP

Funds From Operations (“FFO”) and pro forma FFO are financial measures that are not prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and are considered a supplement to U.S. GAAP measures for the real estate industry. We define FFO as net income (computed in accordance with U.S. GAAP), excluding gains and losses from sales or disposals of property (presented as property transactions, net), plus real estate depreciation, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”). We prepare pro forma FFO by adjusting FFO to give effect to the net income associated with recent acquisitions, dispositions and related financing transactions as if those acquisitions, dispositions and related financing transactions had occurred on January 1, 2017 (and only to the extent not reflected in historical financial results), including: the MGM National Harbor Transaction (as defined below), the MGM National Harbor Financing Transactions (as defined below), the Northfield Acquisition (as defined below), the Northfield OpCo Disposition (as defined below), the Empire City Transaction (as defined below) and the Park MGM Lease Transaction (as defined below) (collectively, the “Pro Forma Transactions”). For a reconciliation of FFO and pro forma FFO to the most directly comparable U.S. GAAP measure, see “Summary—Summary Historical Condensed Consolidated and Pro Forma Financial Data—Reconciliation of Net Income to FFO, AFFO and Adjusted EBITDA and of Pro Forma Net Income to Pro Forma FFO, Pro Forma AFFO and Pro Forma Adjusted EBITDA.” Additional information with respect to the calculation of “pro forma FFO” is presented under “Unaudited Pro Forma Condensed Consolidated Financial Data.”

We define Adjusted Funds From Operations (“AFFO”) as FFO as adjusted for amortization of financing costs and cash flow hedges, amortization of the above market lease, net,non-cash compensation expense, acquisition-related expenses, othernon-operating expenses, provision for income taxes related to the real estate investment trust (“REIT”), other depreciation and amortization, and the net effect of straight-line rent and amortization of deferred revenue and lease incentives. We prepare pro forma AFFO by adjusting AFFO to give effect to the amortization of certain costs and expenses associated with the Pro Forma Transactions as if the Pro Forma Transactions had occurred on January 1, 2017 (and only to the extent not reflected in historical financial results). For a reconciliation of AFFO and pro forma AFFO to the most directly comparable U.S. GAAP measure, see “Summary—Summary Historical Condensed Consolidated and Pro Forma Financial Data—Reconciliation of Net Income to FFO, AFFO and Adjusted EBITDA and of Pro Forma Net Income to Pro Forma FFO, Pro Forma AFFO and Pro Forma Adjusted EBITDA.” Additional information with respect to the calculation of “pro forma AFFO” is presented under “Unaudited Pro Forma Condensed Consolidated Financial Data.”

We define Adjusted EBITDA as net income (computed in accordance with U.S. GAAP) as adjusted for gains and losses from sales or disposals of property (presented as property transactions, net), real estate depreciation, other depreciation and amortization, interest income, interest expense (including amortization of financing costs and cash flow hedges), amortization of the above market lease, net,non-cash compensation expense, acquisition-related expenses, othernon-operating expenses, provision for income taxes and the net effect of straight-line rent and amortization of deferred revenue and lease incentives. We prepare pro forma Adjusted EBITDA by adjusting Adjusted EBITDA to give effect to the net income associated with the Pro Forma Transactions as if the Pro Forma Transactions had occurred on January 1, 2017 (and only to the extent not reflected in historical financial results). For a reconciliation of Adjusted EBITDA and pro forma Adjusted EBITDA to the most directly comparable U.S. GAAP measure, see “Summary—Summary Historical Condensed Consolidated and Pro Forma Financial Data—Reconciliation of Net Income to FFO, AFFO and Adjusted EBITDA and of Pro Forma Net Income to Pro Forma FFO, Pro Forma AFFO and Pro Forma Adjusted EBITDA.” Additional information with respect to the calculation of “pro forma Adjusted EBITDA” is presented under “Unaudited Pro Forma Condensed Consolidated Financial Data.”

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FFO, AFFO, Adjusted EBITDA, pro forma FFO, pro forma AFFO and pro forma Adjusted EBITDA are supplemental performance measures that have not been prepared in conformity with U.S. GAAP that management believes are useful to investors in comparing operating and financial results between periods. Management believes that this is especially true since these measures exclude real estate depreciation and amortization expense and management believes that real estate values fluctuate based on market conditions rather than depreciating in value ratably on a straight-line basis over time. The Company believes such a presentation also provides investors with a meaningful measure of the Company’s operating results in comparison to the operating results of other REITs. Adjusted EBITDA and pro forma Adjusted EBITDA are useful to investors to further supplement FFO, AFFO, pro forma FFO, pro forma AFFO and to provide investors a performance metric which excludes interest expense. In addition tonon-cash items, the Company adjusts AFFO, Adjusted EBITDA, pro forma AFFO and pro forma Adjusted EBITDA for acquisition-related expenses. While we do not label these expenses asnon-recurring, infrequent or unusual, management believes that it is helpful to adjust for these expenses when they do occur to allow for comparability of results between periods because each acquisition is (and will be) of varying size and complexity and may involve different types of expenses depending on the type of property being acquired and from whom.

FFO, AFFO, Adjusted EBITDA, pro forma FFO, pro forma AFFO and pro forma Adjusted EBITDA do not represent cash flow from operations as defined by U.S. GAAP, should not be considered as an alternative to net income as defined by U.S. GAAP and are not indicative of cash available to fund all cash flow needs. Investors are also cautioned that FFO, AFFO, Adjusted EBITDA, pro forma FFO, pro forma AFFO and pro forma Adjusted EBITDA as presented may not be comparable to similarly titled measures reported by other REITs due to the fact that not all real estate companies use the same definitions.

Please see “Summary—Summary Historical Condensed Consolidated and Pro Forma Financial Data—Reconciliation of Net Income to FFO, AFFO and Adjusted EBITDA and of Pro Forma Net Income to Pro Forma FFO, Pro Forma AFFO and Pro Forma Adjusted EBITDA” for a reconciliation of our net income to FFO, AFFO and Adjusted EBITDA and pro forma net income to Pro Forma FFO, Pro Forma AFFO and Pro Forma Adjusted EBITDA.

A subsidiary (the “Tenant”) of MGM Resorts International (“MGM”) is currently the sole lessee under our master lease agreement (the “Master Lease”), and MGM guarantees the Tenant’s performance and payments under the Master Lease. In order to evaluate the business results of casino resorts, MGM monitors their net revenues and Adjusted Property EBITDA. MGM uses Adjusted Property EBITDA as the primary performance measure for its reportable segments. Adjusted EBITDA is a measure defined as earnings before interest and othernon-operating income (expense), taxes, depreciation and amortization, preopening andstart-up expenses, NV Energy exit expense and property transactions, net. Adjusted Property EBITDA is a measure defined as Adjusted EBITDA before corporate expense and stock compensation expense, which are not allocated to each property. Adjusted EBITDA or Adjusted Property EBITDA should not be construed as an alternative to operating income or net income as an indicator of MGM’s performance; an alternative to cash flows from operating activities, a measure of liquidity; or as any other measure determined in accordance with U.S. GAAP. MGM has significant uses of cash flows, including capital expenditures, interest payments, taxes and debt principal repayments, which are not reflected in Adjusted EBITDA or Adjusted Property EBITDA. Also, other companies in the gaming and hospitality industries that report Adjusted EBITDA or Adjusted Property EBITDA information may calculate Adjusted EBITDA or Adjusted Property EBITDA in a different manner.

Please see Annex I of this offering memorandum for a reconciliation of MGM’s Adjusted EBITDA and Adjusted Property EBITDA to net income (loss) and MGM’s operating income (loss) to Adjusted Property EBITDA and Adjusted EBITDA, all as reported by MGM.

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SUMMARY

Northfield Park

On July 6, 2018, a subsidiary of MGM Growth Properties LLC (“MGP”) completed its previously announced acquisition of the membership interests of Northfield Park Associates, LLC, an Ohio limited liability company that owns the real estate assets and operations of the Hard Rock Rocksino Northfield Park (the “Northfield Acquisition”) from Milstein Entertainment LLC. As of July 2018, the property held 52.8% share of the Cleveland area video lottery terminal and slot machine market.

SUMMARY HISTORICAL CONDENSED CONSOLIDATED AND PRO FORMA FINANCIAL DATA

The summary historical condensed consolidated financial data at December 31, 2015, 2016 and 2017 and for the years ended December 31, 2015, 2016 and 2017 have been derived from MGP’s audited consolidated financial statements incorporated by reference in the offering memorandum. The summary historical condensed consolidated financial data at September 30, 2017 and 2018 and for the nine months ended September 30, 2017 and 2018 have been derived from MGP’s unaudited condensed consolidated financial statements incorporated by reference in the offering memorandum, and include, in the opinion of management, all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation of such information. The financial data presented for the interim periods are not necessarily indicative of the results for the full fiscal year. The summary historical financial data set forth below should be read in conjunction with: (i) the sections entitled “Use of Proceeds” and “Capitalization,” each of which are contained elsewhere in this offering memorandum, (ii) our audited financial statements and the notes thereto for the respective periods, each of which are filed with the Commission and incorporated by reference in this offering memorandum and (iii) our unaudited condensed consolidated financial statements and the notes thereto for the respective periods, each of which are filed with the Commission and incorporated by reference in this offering memorandum.

The following tables also set forth (i) certain summary pro forma condensed consolidated financial data at September 30, 2018 and (ii) certain summary pro forma condensed consolidated financial data for the twelve months ended September 30, 2018, which were calculated by subtracting the pro forma condensed consolidated financial data for the nine months ended September 30, 2017 from the pro forma condensed consolidated financial data for the year ended December 31, 2017, adding the pro forma condensed consolidated financial data for the nine months ended September 30, 2018, in each case reflecting certain pro forma adjustments that are described below in summary and more fully in the section entitled “Unaudited Pro Forma Condensed Consolidated Financial Data,” which is contained elsewhere in this offering memorandum.

The data below should be read together with MGP’s audited consolidated financial statements and the accompanying notes thereto and other financial data incorporated by reference in this offering memorandum. MGP’s results for the nine months ended September 30, 2018 presented below are not necessarily indicative of the results to be expected for the entire year and our historical results presented below are not necessarily indicative of the results to be expected for any future period.

The unaudited summary pro forma balance sheet data give effect to MGP’s sale of the operations of Northfield (the “NorthfieldOpCo”) to a subsidiary of MGM (the “Northfield OpCo Disposition”), the acquisition by MGP of the real property associated with Empire City from MGM upon MGM’s acquisition of Empire City (the “Empire City Transaction”), and MGP’s entry into a definitive agreement with MGM to pay MGM consideration for renovations undertaken by MGM regarding the Park MGM and NoMad Las Vegas property (the “Park MGM Lease Transaction”) as if they had occurred on September 30, 2018, and is not necessarily indicative of what MGP’s financial position would have been if such transactions had actually been completed on September 30, 2018 and is not intended to project such information for any future date. The unaudited summary pro forma statement of operations data give effect to the Pro Forma Transactions, as if they had occurred on January 1, 2017, and is not necessarily indicative of what MGP’s operating results and other data would have been if such transactions had actually been completed on

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January 1, 2017 and is not intended to project such information for any future period. This offering is not conditioned upon the completion of the Northfield OpCo Disposition, the Empire City Transaction, the Park MGM Lease Transaction or any other transaction.

	(Historical)															(Pro forma)(1)
	For the year ended December 31,									For the nine months ended September 30,						For the twelve months ended September 30,
(in thousands)	2015			2016			2017			2017			2018			2018
										(unaudited)						(unaudited)
Statement of Operations Data:
Revenues
Rental revenue	$	—		$	419,239		$	675,089		$	489,532		$	559,690		$	885,466
Tenant reimbursements and other		—			48,309			90,606			61,621			93,198			129,925
Gaming, food, beverage and other		—			—			—			—			65,562			—
Total revenues		—			467,548			765,695			551,153			718,450			1,015,391
Expenses
Gaming, food, beverage and other		—			—			—			—			43,331			—
Depreciation		196,816			220,667			260,455			190,573			203,043			293,523
Property transactions, net		6,665			4,684			34,022			19,104			18,851			33,769
Reimbursable expenses		58,473			68,063			88,254			60,112			90,435			126,335
Amortization of above-market lease, net		—			286			686			515			514			685
Acquisition-related expenses		—			10,178			17,304			1,059			7,095			—
General and administrative		—			9,896			12,189			8,223			10,085			14,051
Total expenses		261,954			313,774			412,910			279,586			373,354			468,363
Operating income (loss).		(261,954	)		153,774			352,785			271,567			345,096			547,028
Non-operating income (expense)
Interest income		—			774			3,907			3,039			2,473			3,341
Interest expense		—			(116,212	)		(184,175	)		(134,998	)		(157,249	)		(260,594	)
Othernon-operating		—			(726	)		(1,621	)		(1,438	)		(6,409	)		(6,592	)
Totalnon-operating expense		—			(116,164	)		(181,889	)		(133,397	)		(161,185	)		(263,845	)
Income (loss) before income taxes		(261,954	)		37,610			170,896			138,170			183,911			283,183
Provision for income taxes		—			(2,264	)		(4,906	)		(3,903	)		(7,760	)		(6,674	)
Net income (loss)	$	(261,954	)	$	35,346		$	165,990		$	134,267		$	176,151		$	276,509

(1) The unaudited pro forma condensed consolidated financial data presented has been prepared to reflect the effects of the Pro Forma Transactions on the Operating Partnership’s financial statements.

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	(Historical)										(Pro forma)(1)
	December 31,						September 30,				September 30,
(in thousands)	2015		2016		2017		2017		2018		2018
							(unaudited)				(unaudited)
Balance Sheet Data:
Assets
Real estate investments, net	$	7,793,639	$	9,079,678	$	10,021,938	$	8,911,648	$	9,803,410	$	11,212,761
Property and equipment, used in operations, net		—		—		—		—		789,039		—
Cash and cash equivalents		—		360,492		259,722		1,138,801		49,500		8,051
Tenant and other receivables, net		—		9,503		6,385		6,104		12,447		5,835
Lease incentive asset		—		—		—		—		—		541,245
Prepaid expenses and other assets		—		10,906		18,487		8,890		56,395		53,797
Above market lease, asset		—		46,161		44,588		44,981		43,407		43,407
Goodwill		—		—		—		—		17,915		—
Other intangible assets, net		—		—		—		—		252,107		—
Total assets	$	7,793,639	$	9,506,740	$	10,351,120	$	10,110,424	$	11,024,220	$	11,865,096
Liabilities
Debt, net	$	—	$	3,621,942	$	3,934,628	$	3,940,803	$	4,684,717	$	5,272,931
Due to MGM Resorts International and affiliates		—		166		962		524		402		402
Accounts payable, accrued expenses and other liabilities		—		10,478		10,240		12,281		39,588		20,912
Above market lease, liability		—		47,957		47,069		47,291		46,403		46,403
Accrued interest		—		26,137		22,565		27,393		32,395		32,395
Dividend payable		—		94,109		111,733		101,222		116,395		116,395
Deferred revenue		—		72,322		127,640		115,195		157,725		61,452
Deferred income taxes, net		1,734,680		25,368		28,544		25,368		31,392		29,303
Total liabilities		1,734,680		3,898,479		4,283,381		4,270,077		5,109,017		5,580,193
Partners’ capital
General partner		—		—		—		—		—		—
Limited partners		—		5,608,261		6,067,739		5,840,347		5,915,203		6,284,903
Predecessor net Parent investment		6,058,959		—		—		—		—		—
Total partners’ capital		6,058,959		5,608,261		6,067,739		5,840,347		5,915,203		6,284,903
Total liabilities and partners’ capital	$	7,793,639	$	9,506,740	$	10,351,120	$	10,110,424	$	11,024,220	$	11,865,096

(1) The unaudited pro forma condensed consolidated financial data presented has been prepared to reflect the effects of the Northfield OpCo Disposition, the Empire City Transaction and the Park MGM Lease Transaction on the Operating Partnership’s financial statements.

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RECONCILIATION OF NET INCOME TO FFO, AFFO AND ADJUSTED EBITDA AND OF PRO FORMA NET INCOME TO PRO FORMA FFO, PRO FORMA AFFO AND PRO FORMA ADJUSTED EBITDA

FFO and pro forma FFO are financial measures that are not prepared in conformity with U.S. GAAP and are considered a supplement to U.S. GAAP measures for the real estate industry. We define FFO as net income (computed in accordance with U.S. GAAP), excluding gains and losses from sales or disposals of real property (presented as property transactions, net), plus real estate depreciation, as defined by NAREIT. We prepare pro forma FFO by adjusting FFO to give effect to the net income associated with the Pro Forma Transactions as if the Pro Forma Transactions had occurred on January 1, 2017 (and only to the extent not reflected in historical financial results). Additional information with respect to the calculation of “pro forma FFO” is presented under “Unaudited Pro Forma Condensed Consolidated Financial Data.”

We define AFFO as FFO as adjusted for amortization of financing costs and cash flow hedges, amortization of the above market lease, net,non-cash compensation expense, acquisition-related expenses, othernon-operating expenses, provision for income taxes related to the REIT, other depreciation and amortization, and the net effect of straight-line rent and amortization of deferred revenue and lease incentives. We prepare pro forma AFFO by adjusting AFFO to give effect to the amortization of certain costs and expenses associated with the Pro Forma Transactions as if the Pro Forma Transactions had occurred on January 1, 2017 (and only to the extent not reflected in historical financial results). Additional information with respect to the calculation of “pro forma AFFO” is presented under “Unaudited Pro Forma Condensed Consolidated Financial Data.”

We define Adjusted EBITDA as net income (computed in accordance with U.S. GAAP) as adjusted for gains and losses from sales or disposals of property (presented as property transactions, net), real estate depreciation, other depreciation and amortization, interest income, interest expense (including amortization of financing costs and cash flow hedges), amortization of the above market lease, net,non-cash compensation expense, acquisition-related expenses, othernon-operating expenses, provision for income taxes and the net effect of straight-line rent and amortization of deferred revenue and lease incentives. We prepare pro forma Adjusted EBITDA by adjusting Adjusted EBITDA to give effect to the net income associated with the Pro Forma Transactions as if the Pro Forma Transactions had occurred on January 1, 2017 (and only to the extent not reflected in historical financial results). Additional information with respect to the calculation of “pro forma Adjusted EBITDA” is presented under “Unaudited Pro Forma Condensed Consolidated Financial Data.”

FFO, AFFO, Adjusted EBITDA, pro forma FFO, pro forma AFFO and pro forma Adjusted EBITDA are supplemental performance measures that have not been prepared in conformity with U.S. GAAP that management believes are useful to investors in comparing operating and financial results between periods. Management believes that this is especially true since these measures exclude real estate depreciation and amortization expense and management believes that real estate values fluctuate based on market conditions rather than depreciating in value ratably on a straight-line basis over time. The Company believes such a presentation also provides investors with a meaningful measure of the Company’s operating results in comparison to the operating results of other REITs. Adjusted EBITDA and pro forma Adjusted EBITDA are useful to investors to further supplement FFO, AFFO, pro forma FFO, pro forma AFFO and to provide investors a performance metric which excludes interest expense. In addition tonon-cash items, the Company adjusts AFFO, Adjusted EBITDA, pro forma AFFO and pro forma Adjusted EBITDA for acquisition-related expenses. While we do not label these expenses asnon-recurring, infrequent or unusual, management believes that it is helpful to adjust for these expenses when they do occur to allow for comparability of results between periods because each acquisition is (and will be) of varying size and complexity and may involve different types of expenses depending on the type of property being acquired and from whom.

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FFO, AFFO, Adjusted EBITDA, pro forma FFO, pro forma AFFO and pro forma Adjusted EBITDA do not represent cash flow from operations as defined by U.S. GAAP, should not be considered as an alternative to net income as defined by U.S. GAAP and are not indicative of cash available to fund all cash flow needs. Investors are also cautioned that FFO, AFFO, Adjusted EBITDA, pro forma FFO, pro forma AFFO and pro forma Adjusted EBITDA as presented may not be comparable to similarly titled measures reported by other REITs due to the fact that not all real estate companies use the same definitions.

The following reconciles FFO, AFFO and Adjusted EBITDA to net income, and pro forma FFO, pro forma AFFO and pro forma Adjusted EBITDA to pro forma net income (in thousands):

	Historical						Pro forma(1)
	For the year ended December 31, 2017			For the nine months ended September 30, 2018			For the year ended December 31, 2017			For the nine months ended September 30, 2018
	(unaudited)						(unaudited)
Net income	$	165,990		$	176,151		$	264,922		$	214,921
Real estate depreciation		260,455			197,683			315,938			216,854
Property transactions, net		34,022			18,851			34,022			18,851
FFO	$	460,467		$	392,685		$	614,882		$	450,626
Amortization of financing costs and cash flow hedges		11,713			9,796			14,702			13,957
Non-cash compensation expense		1,336			1,516			1,336			1,516
Net effect of straight-line rent and amortization of deferred revenue and lease incentives		4,063			11,895			26,302			31,143
Other depreciation and other amortization		—			5,360			—			—
Acquisition-related expenses		17,304			7,095			—			—
Amortization of above market lease, net		686			514			686			514
Othernon-operating expenses		1,621			6,409			1,621			6,409
Provision for income taxes—REIT		4,906			5,671			4,906			5,671
AFFO	$	502,096		$	440,941		$	664,435		$	509,836
Interest income		(3,907	)		(2,473	)		(3,907	)		(2,473	)
Interest expense		184,175			157,249			257,535			196,002
Amortization of financing costs and cash flow hedges		(11,713	)		(9,796	)		(14,702	)		(13,957	)
Provision for income taxes—TRS		—			2,089			—			—
Adjusted EBITDA	$	670,651		$	588,010		$	903,361		$	689,408

(1) Reflects adjustments for the Pro Forma Transactions.

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RISK FACTORS

Risks Related to Recent and Proposed Transactions

We may be unable to complete the Northfield OpCo Disposition, the Empire City Transaction or the Park MGM Lease Transaction or may not consummate such transactions on the terms described in the offering memorandum.

On May 28, 2018, MGP entered into an agreement to acquire the real property associated with Empire City from MGM. On September 18, 2018, MGP entered into an agreement to sell Northfield OpCo to a subsidiary of MGM. In addition, on December 20, 2018, MGP entered into a definitive agreement with MGM whereby MGP will pay MGM consideration of $637.5 million for renovations undertaken by MGM regarding Park MGM and the annual rent under the Master Lease will be increased by $50.0 million. Although the Northfield OpCo Disposition, the Empire City Transaction and the Park MGM Lease Transaction are expected to close in the first half of 2019, the consummation of each transaction is subject to certain customary regulatory and other closing conditions, which makes its completion and timing uncertain. Accordingly, there can be no assurance that the Northfield OpCo Disposition, the Empire City Transaction or the Park MGM Lease Transaction will be consummated on the anticipated schedule or at all.

If we are unable to complete the Northfield OpCo Disposition, we may be required to identify a new purchaser and renegotiate the sale of the Northfield OpCo, and any such new sale would also be subject to new regulatory and other conditions. Such renegotiation and conditions and the process of obtaining regulatory approvals could have the effect of delaying or impeding consummation of the sale of Northfield OpCo or imposing additional costs or limitations on us following completion of the sale of Northfield OpCo.

A delay or failure to sell Northfield OpCo to MGM or any other potential purchaser or to consummate the Empire City Transaction or the Park MGM Lease Transaction could have a material adverse effect on our business, financial position or results of operations.

The unaudited pro forma condensed consolidated financial data contained in this offering memorandum is presented for illustrative purposes only and is not necessarily indicative of what our financial position, operating results and other data would have been if the Pro Forma Transactions had actually been completed on the dates indicated and is not intended to project such information for any future date or for any future period, as applicable.

The unaudited pro forma condensed consolidated financial data included in this offeringmemorandum was prepared on the basis of assumptions and estimates underlying the adjustments described in theaccompanying notes, which are based on available information that we believe to be reasonable. In addition, suchunaudited pro forma condensed consolidated financial data does not reflect adjustments forother developments with our business or any acquired or disposed business after September 30, 2018. However, theseassumptions may change or may be incorrect, and actual results may differ, perhaps significantly. Therefore, theunaudited pro forma condensed consolidated financial data does not purport to representwhat our financial position, operating results and other data would have been if the Pro Forma Transactions had actually been completed on the dates indicated and is not intended to project such information for any future date or for any future period, as applicable. The unaudited pro forma condensed consolidated financial data does not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve, the costs necessary to achieve these cost savings, operating synergies and revenue enhancements, or the integration related costs of MGP and the Operating Partnership. For additional information about the basis of presentation of the financial data included in this offering memorandum, see “Unaudited Pro Forma Condensed Consolidated Financial Data” and the financial statements included or incorporated by reference elsewhere in this offering memorandum.

Risks Related to Our Business and Operations

MGM’s corporate rent net of Operating Partnership distributions coverage ratio described in this offering memorandum may not be a reliable indicator of its future results.

While the information regarding MGM’s corporate rent net of Operating Partnership distributions coverage ratio was prepared on the basis of assumptions and information that we believe to be reasonable, MGM’s actual results and, as a result our corporate rent net of Operating Partnership distributions coverage ratio, in the future may differ from the historical numbers presented, perhaps significantly, due to numerous factors, including the condition of the gaming markets in the regions in which MGM operates and the amounts of dividends and distributions received by MGM from CityCenter and MGM China.

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Management presents a coverage ratio that includes dividends and distributions received by MGM from its joint ventures based on MGM’s ownership in such entities because it believes that this presentation more accurately reflects the cash available to MGM to satisfy its obligations under the Master Lease. Dividends and distributions are made at the discretion of each relevant entity’s board of directors or similar body, and depend on several factors, including financial position, results of operations, cash flows, capital requirements, debt covenants and other contractual restrictions, and applicable laws in the respective jurisdiction of each entity’s organization, among others. Accordingly, historical dividends and distributions may not be indicative of future dividends or distributions and should not be relied upon as an indicator of MGM’s corporate rent net of Operating Partnership distributions coverage ratio for future periods.

In addition, in calculating this ratio, management is deducting from rent the distributions received by MGM from MGM’s ownership of Operating Partnership units; however, MGM may use any cash received from these distributions for any lawful purpose, which may not include the payment of rent to the Landlord. As a result, while management believes this presentation will be useful to investors to evaluate the financial strength of MGM, which is MGP’s sole tenant, investors should not put undue reliance on this measure as an indicator of the tenant’s ability to pay rent under the Master Lease.

Further, MGM, its subsidiaries (including MGM China) and CityCenter have a significant amount of outstanding indebtedness, and the cash flow required to service such indebtedness, which is not accounted for in the calculation of MGM’s corporate rent net of Operating Partnership distributions coverage ratio, may impact the amount of actual cash MGM has available to satisfy its obligations under the Master Lease.

9

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

On October 5, 2017, the Operating Partnership completed the MGM National Harbor Transaction pursuant to which MGM National Harbor, LLC, a subsidiary of MGM, assigned its real estate assets to the Operating Partnership in exchange for a combination of cash, the assumption of certain debt from MGM National Harbor and the issuance of Operating Partnership units by the Operating Partnership to MGM National Harbor. The Operating Partnership funded the MGM National Harbor Transaction, in part, with proceeds from the issuance and sale of Operating Partnership units to MGP of approximately $387.5 million on September 11, 2017, as well as the net proceeds of $345.6 million from the issuance of the Operating Partnership’s 2028 Senior Notes on September 21, 2017 (the “MGM National Harbor Financing Transactions”).

On July 6, 2018, the TRS completed the Northfield Acquisition for $1.1 billion. The Operating Partnership funded the Northfield Acquisition with a combination of cash on hand and borrowings under the Operating Partnership’s Senior Secured Credit Facility, including a $200.0 million draw on the Operating Partnership’s Term Loan A Facility and a $655.0 million draw under its Revolving Credit Facility.

In 2018, the Operating Partnership entered into agreements for the Northfield OpCo Disposition, the Empire City Transaction and the Park MGM Lease Transaction. This offering is not conditioned upon the completion of the Northfield OpCo Disposition, the Empire City Transaction, the Park MGM Lease Transaction or any other transaction.

The unaudited pro forma condensed consolidated financial data was based on, and should be read in conjunction with:

• the accompanying notes to the unaudited pro forma condensed consolidated financial data;

• the separate condensed consolidated financial statements and the accompanying notes of the Operating Partnership as of and for the nine months ended September 30, 2018, as contained in MGP’s and the Operating Partnership’s Combined Quarterly Report on Form10-Q for the quarter ended September 30, 2018, incorporated by reference in this offering memorandum;

• the separate consolidated financial statements and the accompanying notes of the Operating Partnership as of and for the year ended December 31, 2017, as contained in MGP’s and the Operating Partnership’s Combined Annual Report on Form10-K for the year ended December 31, 2017, incorporated by reference in this offering memorandum;

• the separate condensed consolidated financial statements and the accompanying notes of Northfield as of and for the six months ended June 30, 2018, as attached to MGP’s and the Operating Partnership’s Combined Current Report on Form8-K, incorporated by reference in this offering memorandum; and

• the separate consolidated financial statements and the accompanying notes of Northfield as of and for the year ended December 31, 2017, as attached to MGP’s and the Operating Partnership’s Combined Current Report on Form8-K, incorporated by reference in this offering memorandum.

10

MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2018

(IN THOUSANDS)

	Historical																	Pro forma
	As of September 30, 2018		Northfield OpCo Disposition adjustments					Empire City Transaction adjustments					Park MGM Lease Transaction adjustments					As of September 30, 2018
	Operating Partnership																	Operating Partnership (adjusted)
			Note 3					Note 4					Note 5
Assets
Real estate investments, net	$	9,803,410	$	772,451		3	(a)	$	636,900		4	(a)	$	—				$	11,212,761
Property and equipment, used in operations, net		789,039		(789,039	)	3	(a)		—					—					—
Cash and cash equivalents		49,500		(41,449	)	3	(a)		—					—					8,051
Tenant and other receivables, net		12,447		(6,612	)	3	(a)		—					—					5,835
Lease incentive asset		—		—					—					541,245		5	(a)		541,245
Prepaid expenses and other assets		56,395		(2,598	)	3	(a)		—					—					53,797
Above market lease, asset		43,407		—					—					—					43,407
Goodwill		17,915		(17,915	)	3	(a)		—					—					—
Other intangible assets, net		252,107		(252,107	)	3	(a)		—					—					—
Total assets	$	11,024,220	$	(337,269	)			$	636,900				$	541,245				$	11,865,096
Liabilities
Debt, net	$	4,684,717	$	(295,236	)	3	(c)	$	245,950		4	(a)	$	637,500		5	(a)	$	5,272,931
Due to MGM Resorts International and affiliates		402		—					—					—					402
Accounts payable, accrued expenses and other liabilities		39,588		(28,315	)	3	(a)		8,639		4	(b)		—					20,912
				1,000		3	(b)
Above market lease, liability		46,403		—					—					—					46,403
Accrued interest		32,395		—					—					—					32,395
Dividend and distribution payable		116,395		—					—					—					116,395
Deferred revenue		157,725		(18	)	3	(a)		—					(96,255	)	5	(a)		61,452
Deferred income taxes, net		31,392		(2,089	)	3	(a)		—					—					29,303
Total liabilities		5,109,017		(324,658	)				254,589					541,245					5,580,193
Commitments and contingencies
Partners’ capital
General partner		—		—					—					—					—
Limited partners		5,915,203		(11,611	)	3	(d)		390,950		4	(c)		—					6,284,903
				(1,000	)	3	(b)		(8,639	)	4	(b)
Total partners’ capital		5,915,203		(12,611	)				382,311					—					6,284,903
Total liabilities and partners’ capital	$	11,024,220	$	(337,269	)			$	636,900				$	541,245				$	11,865,096

See accompanying notes to unaudited pro forma condensed consolidated financial data.

11

MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2017

(IN THOUSANDS)

	Historical							Historical																								Pro forma
	Year ended December 31, 2017							Year ended December 31, 2017																								Year ended December 31, 2017
	Operating Partnership		MGM National Harbor Transaction and MGM National Harbor Financing Transactions adjustments					Northfield			Northfield reclassification adjustments			Northfield Acquisition adjustments				Northfield OpCo Disposition adjustments					Empire City Transaction adjustments				Park MGM Lease Transaction adjustments					Operating Partnership (adjusted)
			Note 6								Note 2(aa)			Note 2				Note 3					Note 4				Note 5
Revenues
Rental revenue	$	675,089	$	72,397		6	(aa)	$	—		$	—		$	—			$	60,257		3	(aa)	$	50,356	4	(aa)	$	50,356		5	(aa)	$	886,660
																												(21,795	)	5	(bb)
Tenant reimbursements and other		90,606		10,660		6	(bb)		—			—			—				1,567		3	(bb)		6,235	4	(bb)		—					119,822
				10,754		6	(cc)
Gaming, food, beverage and other		—		—					—			250,345			—				(250,345	)	3	(cc)		—				—					—
Rocksino gaming		—		—					238,850			(238,850	)		—				—					—				—					—
Food and beverage		—		—					26,466			(26,466	)		—				—					—				—					—
Pari-mutuel gaming related		—		—					16,938			(16,938	)		—				—					—				—					—
Other		—		—					14,959			(14,959	)		—				—					—				—					—
Total revenues		765,695		93,811					297,213			(46,868	)		—				(188,521	)				56,591				28,561					1,006,482
Less promotional allowances		—		—					(16,148	)		16,148			—				—					—				—					—
Net revenues		765,695		93,811					281,065			(30,720	)		—				(188,521	)				56,591				28,561					1,006,482
Operating expenses
Gaming, food, beverage and other		—		—					—			167,549			—				(165,982	)	3	(cc)		—				—					—
																			(1,567	)	3	(bb)		—				—
Gaming taxes and related revenue sharing		—		—					102,596			(102,596	)		—				—					—				—					—
Food and beverage		—		—					20,878			(20,878	)		—				—					—				—					—
Purses		—		—					6,112			(6,112	)		—				—					—				—					—
Other racetrack operating expenses		—		—					10,220			(10,220	)		—				—					—				—					—
Simulcast fees		—		—					1,898			(1,898	)		—				—					—				—					—
Other Rocksino gaming		—		—					13,558			(13,558	)		—				—					—				—					—
Depreciation and amortization		260,455		30,080		6	(dd)		14,935			—			6,123	2	(bb)		(10,129	)	3	(cc)		14,474	4	(cc)		—					315,938
Property transactions, net		34,022		—					—			367			—				(367	)	3	(cc)		—				—					34,022
Reimbursable expenses		88,254		10,660		6	(bb)		—			—			—				1,567		3	(bb)		6,235	4	(bb)		—					118,570
				11,854		6	(cc)
Amortization of above market lease, net		686		—					—			—			—				—					—				—					686
Acquisition-related expenses		17,304		(17,304	)	6	(ee)		—			—			—				—					—				—					—

12

	Historical								Historical																										Pro forma
	Year ended December 31, 2017								Year ended December 31, 2017																										Year ended December 31, 2017
	Operating Partnership			MGM National Harbor Transaction and MGM National Harbor Financing Transactions adjustments					Northfield			Northfield reclassification adjustments			Northfield Acquisition adjustments					Northfield OpCo Disposition adjustments					Empire City Transaction adjustments					Park MGM Lease Transaction adjustments					Operating Partnership (adjusted)
				Note 6								Note 2(aa)			Note 2					Note 3					Note 4					Note 5
General and administrative		12,189			—					38,750			(38,750	)		—					—					—					—					12,189
Management fees		—			—					4,257			(4,257	)		—					—					—					—					—
		412,910			35,290					213,204			(30,353	)		6,123					(176,478	)				20,709					—					481,405
Operating income		352,785			58,521					67,861			(367	)		(6,123	)				(12,043	)				35,882					28,561					525,077
Non-operating income (expense)
Interest income		3,907			—					—			—			—					—					—					—					3,907
Interest expense		(184,175	)		(11,591	)	6	(ff)		(4,505	)		—			(35,144	)	2	(dd)		11,103		3	(dd)		(9,249	)	4	(ee)		(23,974	)	5	(cc)		(257,535	)
Othernon-operating		(1,621	)		—					—			55			(55	)	2	(ee)		—					—					—					(1,621	)
Loss on sale of asset		—			—					(367	)		367			—					—					—					—					—
Unrealized gain on interest rate swap		—			—					55			(55	)		—					—					—					—					—
		(181,889	)		(11,591	)				(4,817	)		367			(35,199	)				11,103					(9,249	)				(23,974	)				(255,249	)
Income before income taxes		170,896			46,930					63,044			—			(41,322	)				(940	)				26,633					4,587					269,828
Provision for income taxes		(4,906	)		—					—			—			(13,870	)	2	(ff)		13,870		3	(cc)		—					—					(4,906	)
Net income	$	165,990		$	46,930				$	63,044		$	—		$	(55,192	)			$	12,930				$	26,633				$	4,587				$	264,922

See accompanying notes to unaudited pro forma condensed consolidated financial data.

13

MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

(IN THOUSANDS)

	Historical																													Pro forma
	Nine months ended September 30, 2018			Period from January 1, 2018 to July 5, 2018																										Nine months ended September 30, 2018
	Operating Partnership			Northfield			Northfield reclassification adjustments			Northfield Acquisition adjustments					Northfield OpCo Disposition adjustments					Empire City Transaction adjustments					Park MGM Lease Transaction adjustments					Operating Partnership (adjusted)
							Note 2(aa)			Note 2					Note 3					Note 4					Note 5
Revenues
Rental revenue	$	559,690		$	—		$	—		$	—				$	45,193		3	(aa)	$	37,767		4	(aa)	$	37,767		5	(aa)	$	664,071
																										(16,346	)	5	(bb)
Tenant reimbursements and other		93,198			—			—			—					827		3	(bb)		4,686		4	(bb)		—					98,711
Gaming, food, beverage and other		65,562			—			139,601			—					(205,163	)	3	(cc)		—					—					—
Rocksino gaming		—			130,521			(130,521	)		—					—					—					—					—
Food and beverage		—			13,923			(13,923	)		—					—					—					—					—
Pari-mutuel gaming related		—			8,275			(8,275	)		—					—					—					—					—
Other		—			11,516			(11,516	)		—					—					—					—					—
Total revenues		718,450			164,235			(24,634	)		—					(159,143	)				42,453					21,421					762,782
Less promotional allowances		—			(8,439	)		8,439			—					—					—					—					—
Net revenues		718,450			155,796			(16,195	)		—					(159,143	)				42,453					21,421					762,782
Operating expenses
Gaming, food, beverage and other		43,331			—			93,723			—					(136,227	)	3	(cc)		—					—					—
																(827	)	3	(bb)												—
Gaming taxes and related revenue sharing		—			56,100			(56,100	)		—					—					—					—					—
Food and beverage		—			10,791			(10,791	)		—					—					—					—					—
Purses		—			3,070			(3,070	)		—					—					—					—					—
Other racetrack operating expenses		—			4,896			(4,896	)		—					—					—					—					—
Simulcast fees		—			986			(986	)		—					—					—					—					—
Other Rocksino gaming		—			6,922			(6,922	)		—					—					—					—					—
Depreciation and amortization		203,043			7,948			—			2,375		2	(bb)		(7,367	)	3	(cc)		10,855		4	(cc)		—					216,854
Property transactions, net		18,851			—			199			—					(199	)	3	(cc)		—					—					18,851
Reimbursable expenses		90,435			—			—			—					827		3	(bb)		4,686		4	(bb)		—					95,948
Amortization of unfavorable and favorable lease, net		514			—			—			—					—					—					—					514
Acquisition-related expenses		7,095			10,426			—			(15,773	)	2	(cc)		—					(1,748	)	4	(dd)		—					—
General and administrative		10,085			24,992			(24,992	)		—					—					—					—					10,085
Management fees		—			2,161			(2,161	)		—					—					—					—					—
		373,354			128,292			(15,996	)		(13,398	)				(143,793	)				13,793					—					342,252
Operating income		345,096			27,504			(199	)		13,398					(15,350	)				28,660					21,421					420,530
Non-operating income (expense)
Interest income		2,473			—			—			—					—					—					—					2,473
Interest expense		(157,249	)		(3,736	)		—			(18,427	)	2	(dd)		8,327		3	(dd)		(6,937	)	4	(ee)		(17,980	)	5	(cc)		(196,002	)
Othernon-operating		(6,409	)		—			(287	)		287		2	(ee)		—					—					—					(6,409	)
Loss on sale of asset		—			(199	)		199			—					—					—					—					—
Unrealized loss on interest rate swap		—			(287	)		287			—					—					—					—					—
		(161,185	)		(4,222	)		199			(18,140	)				8,327					(6,937	)				(17,980	)				(199,938	)
Income before income taxes		183,911			23,282			—			(4,742	)				(7,023	)				21,723					3,441					220,592
Provision for income taxes		(7,760	)		—			—			(5,086	)	2	(ff)		7,175		3	(cc)		—					—					(5,671	)
Net income	$	176,151		$	23,282		$	—		$	(9,828	)			$	152				$	21,723				$	3,441				$	214,921

See accompanying notes to unaudited pro forma condensed consolidated financial data.

14

MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

(IN THOUSANDS)

	Historical						Historical																								Pro forma
	Nine months ended September 30, 2017						Nine months ended September 30, 2017																								Nine months ended September 30, 2017
	Operating Partnership		MGM National Harbor Transaction and MGM National Harbor Financing Transactions adjustments				Northfield			Northfield reclassification adjustments			Northfield Acquisition adjustments				Northfield OpCo Disposition adjustments					Empire City Transaction adjustments				Park MGM Lease Transaction adjustments					Operating Partnership (adjusted)
			Note 6							Note 2(aa)			Note 2				Note 3					Note 4				Note 5
Revenues
Rental revenue	$	489,532	$	71,352	6	(aa)	$	—		$	—		$	—			$	45,193		3	(aa)	$	37,767	4	(aa)	$	37,767		5	(aa)	$	665,265
																											(16,346	)	5	(bb)
Tenant reimbursements and other		61,621		10,501	6	(bb)		—			—			—				1,210		3	(bb)		4,677	4	(bb)		—					88,608
				10,599	6	(cc)
Gaming, food, beverage and other		—		—				—			189,291			—				(189,291	)	3	(cc)		—				—					—
Rocksino gaming		—		—				181,799			(181,799	)		—				—					—				—					—
Food and beverage		—		—				19,881			(19,881	)		—				—					—				—					—
Pari-mutuel gaming related		—		—				12,666			(12,666	)		—				—					—				—					—
Other		—		—				10,453			(10,453	)		—				—					—				—					—
Total revenues		551,153		92,452				224,799			(35,508	)		—				(142,888	)				42,444				21,421					753,873
Less promotional allowances		—		—				(12,184	)		12,184			—				—					—				—					—
Net revenues		551,153		92,452				212,615			(23,324	)		—				(142,888	)				42,444				21,421					753,873
Operating expenses
Gaming, food, beverage and other		—		—				—			125,206			—				(123,996	)	3	(cc)		—				—					—
																		(1,210	)	3	(bb)		—				—
Gaming taxes and related revenue sharing		—		—				78,111			(78,111	)		—				—					—				—					—
Food and beverage		—		—				15,783			(15,783	)		—				—					—				—					—
Purses		—		—				4,562			(4,562	)		—				—					—				—					—
Other racetrack operating expenses		—		—				7,511			(7,511	)		—				—					—				—					—
Simulcast fees		—		—				1,459			(1,459	)		—				—					—				—					—
Other Rocksino gaming		—		—				10,092			(10,092	)		—				—					—				—					—
Depreciation and amortization		190,573		29,645	6	(dd)		11,075			—			4,719	2	(bb)		(7,598	)	3	(cc)		10,855	4	(cc)		—					239,269

15

	Historical								Historical																										Pro forma
	Nine months ended September 30, 2017								Nine months ended September 30, 2017																										Nine months ended September 30, 2017
	Operating Partnership			MGM National Harbor Transaction and MGM National Harbor Financing Transactions adjustments					Northfield			Northfield reclassification adjustments			Northfield Acquisition adjustments					Northfield OpCo Disposition adjustments					Empire City Transaction adjustments					Park MGM Lease Transaction adjustments					Operating Partnership (adjusted)
				Note 6								Note 2(aa)			Note 2					Note 3					Note 4					Note 5
Property transactions, net		19,104			—					—			167			—					(167	)	3	(cc)		—					—					19,104
Reimbursable expenses		60,112			10,501		6	(bb)		—			—			—					1,210		3	(bb)		4,677		4	(bb)		—					88,183
					11,683		6	(cc)
Amortization of unfavorable and favorable lease, net		515			—					—			—			—					—					—					—					515
Acquisition-related expenses		1,059			(1,059	)	6	(ee)		—			—			—					—					—					—					—
General and administrative		8,223			—					27,932			(27,932	)		—					—					—					—					8,223
Management fees		—			—					3,080			(3,080	)		—					—					—					—					—
		279,586			50,770					159,605			(23,157	)		4,719					(131,761	)				15,532					—					355,294
Operating income		271,567			41,682					53,010			(167	)		(4,719	)				(11,127	)				26,912					21,421					398,579
Non-operating income (expense)
Interest income		3,039			—					—			—			—					—					—					—					3,039
Interest expense		(134,998	)		(11,622	)	6	(ff)		(2,972	)		—			(26,761	)	2	(dd)		8,327		3	(dd)		(6,937	)	4	(ee)		(17,980	)	5	(cc)		(192,943	)
Othernon-operating		(1,438	)		—					—			—			—					—					—					—					(1,438	)
Loss on sale of asset		—			—					(167	)		167			—					—					—					—					—
Unrealized loss on interest rate swap		—			—					—			—			—					—					—					—					—
		(133,397	)		(11,622	)				(3,139	)		167			(26,761	)				8,327					(6,937	)				(17,980	)				(191,342	)
Income before income taxes		138,170			30,060					49,871			—			(31,480	)				(2,800	)				19,975					3,441					207,237
Provision for income taxes		(3,903	)		—					—			—			(11,137	)	2	(ff)		11,137		3	(cc)		—					—					(3,903	)
Net income	$	134,267		$	30,060				$	49,871		$	—		$	(42,617	)			$	8,337				$	19,975				$	3,441				$	203,334

See accompanying notes to unaudited pro forma condensed consolidated financial data.

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

1. Basis of Presentation

The unaudited pro forma condensed consolidated balance sheet as of September 30, 2018 gives effect to the Northfield OpCo Disposition, the Empire City Transaction and the Park MGM Lease Transaction as if they had occurred on September 30, 2018. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2017 and nine months ended September 30, 2017 give effect to the Pro Forma Transactions as if they had occurred on January 1, 2017. The unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2018 gives effect to the Northfield Acquisition, the Northfield OpCo Disposition, the Empire City Transaction and the Park MGM Lease Transaction as if they had occurred on January 1, 2017. The unaudited pro forma condensed consolidated financial data gives effect to events that are (i) directly attributable to these transactions, (ii) factually supportable and (iii) with respect to the statements of operations, are expected to have a continuing impact on the Operating Partnership’s consolidated results. This offering is not conditioned upon the completion of the Northfield OpCo Disposition, the Empire City Transaction, the Park MGM Lease Transaction or any other transaction.

The Northfield Acquisition has been accounted for using the acquisition method of accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805,Business Combinations(“ASC 805”), with the TRS as the accounting acquirer and based on the historical consolidated financial statements of the Operating Partnership and Northfield.

The Northfield OpCo Disposition and Empire City Transaction are considered to be transactions between legal entities under common control and have been accounted for under the common control subsections of ASC 805. Under the common control subsections of ASC 805, the recognized assets and liabilities transferred to MGM in connection with the Northfield OpCo Disposition shall be disposed by MGP on the same basis as that established by the Operating Partnership and the recognized assets and liabilities transferred to MGP in connection with the Empire City Transaction shall be recorded by the Operating Partnership on the same basis as that established by MGM. Any difference between the purchase consideration paid and the basis of the net assets sold or purchased is recorded as an adjustment to partners’ capital.

The pro forma adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that the Operating Partnership believe are reasonable.

The unaudited pro forma condensed consolidated financial data presented is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Pro Forma Transactions had been completed on the dates indicated, nor is it indicative of the future operating results or financial position of the Operating Partnership. The unaudited pro forma condensed consolidated financial data does not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve, the costs necessary to achieve these cost savings, operating synergies and revenue enhancements, or the integration related costs of the Operating Partnership.

2. Northfield Acquisition Adjustments

Unaudited pro forma condensed consolidated statements of operations

(aa) Reflects the impact of conforming Northfield’s financial statement presentation with that of the Operating Partnership, including the conformance of accounting policies. The Operating Partnership adopted Accounting Standards Codification Topic 606,Revenue from Contracts with Customers (“ASC 606”) on January 1, 2018 with no material impact. The historical financial statements of Northfield do not reflect the adoption of ASC 606. The reclassification adjustments reflect such adoption by Northfield in the unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2017 and nine months ended September 30, 2018 and 2017.

(bb) Reflects incremental depreciation and amortization expense based on the fair value of the property and equipment used in operations and other intangible assets acquired in connection with the Northfield Acquisition.

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(cc) Reflects the elimination of nonrecurring acquisition-related expenses incurred that are directly related to the Northfield Acquisition and included in the historical results of the Operating Partnership and Northfield, respectively, as such expenses do not have a continuing effect on the combined company.

(dd) Reflects incremental interest expense of $39.6 million for the year ended December 31, 2017, $22.2 million for the nine months ended September 30, 2018 and $29.7 million for the nine months ended September 30, 2017 related to the borrowings under the Senior Secured Credit Facility used to fund the Northfield Acquisition, including the amortization of the related discount and debt issuance costs, offset by the elimination of the historical interest expense of Northfield of $4.5 million for the year ended December 31, 2017, $3.7 million for the nine months ended September 30, 2018 and $2.9 million for the nine months ended September 30, 2017 related to its historical indebtedness that was repaid in connection with the Northfield Acquisition.

(ee) Reflects the elimination of Northfield’s historical unrealized gains and losses on interest rate swaps in connection with the elimination of the historical indebtedness of Northfield in the Northfield Acquisition.

(ff) Reflects the income tax effect of the historical income of Northfield as a result of its acquisition by the TRS, as well as the income tax effect of the foregoing pro forma adjustments, based on applicable statutory rates.

3. Northfield OpCo Disposition Adjustments

Unaudited pro forma condensed consolidated balance sheet

(a) Reflects the sale of Northfield’s operating assets and liabilities, along with the reclassification of Northfield’s real property assets to real estate investments, net, in connection with the Northfield OpCo Disposition.

(b) Reflects acquisition-related expenses related to the Northfield OpCo Disposition that have been reflected as a pro forma adjustment reducing partners’ capital in the unaudited pro forma condensed consolidated balance sheet of the Operating Partnership. None of these expenses were previously recognized and accrued in the historical condensed consolidated balance sheet of the Operating Partnership as of September 30, 2018 and none of these acquisition-related expenses are reflected in the unaudited pro forma condensed consolidated statements of operations because they do not have a continuing effect on the combined company.

(c) Reflects the use of the proceeds received for the sale of the operations of Northfield of approximately $295.2 million to reduce the borrowings outstanding on the Operating Partnership’s Senior Secured Credit Facility.

(d) Reflects the difference between purchase price and the Operating Partnership’s carrying amounts of the net assets sold in connection with the Northfield OpCo Disposition in accordance with the common control subsection of ASC 805.

Unaudited pro forma condensed consolidated statements of operations

(aa) Reflects rental income associated with rent from the Master Lease attributable to Northfield. For pro forma purposes, the Master Lease amendment related to the Northfield OpCo Disposition is reflected as if it were effective beginning on January 1, 2017 at the beginning of the tenth month in the initial lease year and subject to the fixed annual rent escalator of 2.0% for the second through the sixth lease years (as defined in the Master Lease).

(bb) Reflects revenue for the property taxes paid by the Tenant under the Master Lease with a corresponding offsetting expense, as the Landlord is deemed the primary obligor, reclassified to reimbursable expenses.

(cc) Reflects the elimination of the revenue and expenses of Northfield’s operations.

(dd) Reflects interest expense reduction related to the paydown of the Senior Secured Credit Facility with the proceeds received from the Northfield OpCo Disposition.

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4. Empire City Transaction Adjustments

Unaudited pro forma condensed consolidated balance sheet

(a) Reflects the acquired assets and assumed liabilities of Empire City accounted for under the common control subsections of ASC 805, whereby the Operating Partnership was assigned land and buildings and site improvements with a weighted average useful life of 38 years. The preliminary purchase price allocation is based upon all information currently available to us, and is based upon management’s preliminary estimates of fair value using valuation techniques including income, cost, and market approaches. The purchase price allocation is preliminary pending final determination of the fair values of the assets acquired and liabilities assumed, which we expect will occur within one year of the closing date of the Empire City Transaction. Any reallocation of the fair values of assets acquired and liabilities assumed prior to completion of the final purchase price allocation could have a material impact on our depreciation and amortization expenses and future results of operations. Concurrent with the Empire City Transaction close, borrowings outstanding on the Operating Partnership’s Senior Secured Credit Facility would be drawn to payoff the debt assumed.

(b) Reflects acquisition-related expenses related to the Empire City Transaction that have been reflected as a pro forma adjustment reducing partners’ capital in the unaudited pro forma condensed consolidated balance sheet of the Operating Partnership. None of these expenses were previously recognized and accrued in the historical condensed consolidated balance sheet of the Operating Partnership as of September 30, 2018 and none of these acquisition-related expenses are reflected in the unaudited pro forma condensed consolidated statements of operations because they do not have a continuing effect on the combined company.

(c) Reflects the issuance of 12,901,634 Operating Partnership units to MGM to fund a portion of the Empire City Transaction of $379.1 million, along with the difference between purchase price and MGM’s carrying amounts of the net assets purchased in connection with the Empire City Transaction of $11.9 million.

Unaudited pro forma condensed consolidated statements of operations

(aa) Reflects rental income associated with rent from the Master Lease attributable to Empire City. For pro forma purposes, the Master Lease amendment related to the Empire City Transaction is reflected as if it were effective beginning on January 1, 2017 at the beginning of the tenth month in the initial lease year and subject to the fixed annual rent escalator of 2.0% for the second through the sixth lease years (as defined in the Master Lease).

(bb) Reflects revenue for the property taxes paid by the Tenant under the Master Lease with a corresponding offsetting expense, as the Landlord is deemed the primary obligor.

(cc) Reflects depreciation expense of the real property of Empire City. These assets will be recorded at MGM’s carrying value in accordance with the common control subsections of ASC 805.

(dd) Reflects the elimination of nonrecurring acquisition-related expenses incurred that are directly related to the Empire City Transaction and included in the historical results of the Operating Partnership, as such expenses do not have a continuing effect on the combined company.

(ee) Reflects the interest expense increase related to the incremental borrowings in the amount of the debt assumed and settled in connection with the Empire City Transaction.

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5. Park MGM Lease Transaction Adjustments

Unaudited pro forma condensed consolidated balance sheet

(a) Reflects the use of borrowings on the Operating Partnership’s Senior Secured Credit Facility to pay cash consideration for the Park MGM Lease Transaction of approximately $637.5 million. The Park MGM Lease Transaction will be accounted for as a lease modification and, accordingly, the consideration is reflected as a lease incentive asset, net of the Park MGM deferred revenue balance of $96.3 million as of September 30, 2018.

Unaudited pro forma condensed consolidated statements of operations

(aa) Reflects rental income associated with rent from the Master Lease attributable to Park MGM. For pro forma purposes, the Master Lease amendment related to the Park MGM Lease Transaction is reflected as if it were effective beginning on January 1, 2017 at the beginning of the tenth month in the initial lease year and subject to the fixed annual rent escalator of 2.0% for the second through the sixth lease years (as defined in the Master Lease).

(bb) Reflects a reduction to rental income recognized related to the straight-line amortization expense for the lease incentive asset recorded in connection with the Park MGM Lease Transaction. For pro forma purposes, both the lease incentive asset which will be amortized over the remaining term of Master Lease and the Master Lease amendment related to the Park MGM Lease Transaction are reflected as if they were effective beginning on January 1, 2017 at the beginning of the tenth month in the initial lease year.

(cc) Reflects interest expense increase related to the incremental borrowings in the amount of the cash consideration paid in connection with the Park MGM Lease Transaction.

6. MGM National Harbor Transaction and MGM National Harbor Financing Transactions Adjustments

Unaudited pro forma condensed consolidated statements of operations

(aa) Reflects rental income associated with the rent from the Master Lease.

(bb) Reflects revenue for the property taxes paid by the Tenant under the Master Lease with a corresponding offsetting expense, as the Landlord is the primary obligor.

(cc) Reflects straight-line revenue for ground lease payments paid by the Tenant over the Master Lease term, with a corresponding straight-line expense of such payment over the ground lease term, as the Landlord is the primary obligor.

(dd) Reflects depreciation expense directly associated with the assignment of the MGM National Harbor assets to the Operating Partnership. These assets were recorded at MGM’s historical cost as the MGM National Harbor Transaction did not result in a change in control.

(ee) Reflects the elimination of nonrecurring acquisition-related expenses incurred during the period presented that were directly related to the MGM National Harbor Transaction and included in the historical results of the Operating Partnership.

(ff) Reflects incremental interest expense related to the 2028 Senior Notes that would have been incurred by the Operating Partnership in connection with the MGM National Harbor Transaction if the 2028 Senior Notes were outstanding for the entire period presented, including the amortization of related debt issuance costs.

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ANNEX II

CALCULATION OF MGM CORPORATE RENT NET OF OPERATING PARTNERSHIP DISTRIBUTIONS COVERAGE RATIO(1)

The following table presents the formulation used to calculate MGM’s corporate rent net of Operating Partnership coverage ratio distributions:

	Twelve months ended
($ in thousands)	September 30, 2018(3)
Adjusted EBITDA related to:
Domestic Resorts	$	2,364,828
Management & Other Operations		51,673
Corporate (Excluding Stock-Based Compensation)(2)		(380,466	)
	$	2,036,035
Dividends and distributions received by MGM
CityCenter		312,500
MGM China		43,631
	$	356,131
	$	2,392,166
Rent Paid to MGP	$	762,500
Less: Operating Partnership Distributions		(321,038	)
	$	441,462
MGM Corporate Rent net of Operating Partnership Distributions Coverage Ratio		5.4x

(1) MGM’s corporate rent net of Operating Partnership distributions coverage ratio is calculated by dividing (a) the sum of Adjusted EBITDA as reported by MGM related to domestic resorts, management and other operations, and corporate expense (excluding stock-based compensation), plus dividends and distributions received by MGM from CityCenter and MGM China, by (b) for the twelve months ended September 30, 2018, rent under the Master Lease of $762.5 million (consisting of $188.2 million for the three months ended December 31, 2017 and $574.3 million for the nine months ended September 30, 2018), less distributions received from MGM’s ownership of MGP’s Operating Partnership units of $321.0 million (consisting of $73.2 million for the three months ended December 31, 2017 and $247.8 million for the nine months ended September 30, 2018).

The numerator to the calculation of MGM’s corporate rent net of Operating Partnership distributions coverage ratio includes $356.1 million of special and ordinary dividends and other cash distributions actually received by MGM from CityCenter and MGM China for the twelve months ended September 30, 2018. Management presents a coverage ratio that includes dividends and distributions received by MGM from its joint ventures based on MGM’s ownership in such entities because it believes that this presentation more accurately reflects the cash available to MGM to satisfy its obligations under the Master Lease. Dividends and distributions are made at the discretion of each relevant entity’s board of directors or similar body, and depend on several factors, including financial position, results of operations, cash flows, capital requirements, debt covenants and other contractual restrictions and applicable laws in the respective jurisdiction of each entity’s organization, among others. Accordingly, historical dividends and distributions may not be indicative of future dividends or distributions and should not be relied upon as an indicator of MGM’s corporate rent net of Operating Partnership distributions coverage ratio for future periods.

In addition, in calculating this ratio, management is deducting from rent the distributions received by MGM from MGM’s ownership of Operating Partnership units; however, MGM may use any cash received from these distributions for any lawful purpose, which may not include the payment of rent to the Landlord. As a result, while management believes this presentation will be useful to investors to evaluate the financial strength of MGM, which is MGP’s sole tenant, investors should not put undue reliance on this measure as an indicator of the tenant’s ability to pay rent under the Master Lease.

(2) Corporate (Excluding Stock-Based Compensation) includes General and Administrative Expenses for the Operating Partnership.

(3) Does not include the impact of adoption for ASC 606, Revenue from Contracts with Customers for the three months ended December 31, 2017.

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