MGM Growth Properties Operating Partnership (MGP) 8-K Other Events

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 19, 2019

MGM Growth Properties LLC

MGM Growth Properties Operating Partnership LP

(Exact name of registrant as specified in its charter)

DELAWARE (MGM Growth Properties LLC)	001-37733	47-5513237
DELAWARE (MGM Growth Properties Operating Partnership LP)	333-215571	81-1162318
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1980 Festival Plaza Drive, Suite #750, Las Vegas, NV 89135

(Address of principal executive offices – Zip Code)

(702) 669-1480

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Shares of MGM Growth Properties LLC, No Par Value	MGP	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

MGM Growth Properties LLC   ☐

MGM Growth Properties Operating Partnership LP  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

MGM Growth Properties LLC   ☐

MGM Growth Properties Operating Partnership LP  ☐

Item 8.01. Other Events.

On November 19, 2019, MGM Growth Properties LLC (the “Company”) commenced an underwritten

follow-on

public offering of 24,000,000 of its Class A shares representing limited liability company interests pursuant to a Registration Statement on Form

S-3

filed by the Company on May 18, 2017 (the “Offering”). The Company expects that it will issue and sell 12,000,000 shares directly to the underwriters at closing and that the underwriters will purchase 12,000,000 shares from certain financial institutions acting as forward purchasers under certain forward sale agreements. As part of the Offering, the Company also intends to grant the underwriters a

30-day

overallotment option to purchase up to an additional 3,600,000 Class A shares.

The Company disclosed certain information relating to a potential joint venture transaction to prospective investors in a preliminary prospectus supplemen

t

 dated November 19, 2019

.

 The Company is filing herewith such information, in the general form presented in the preliminary prospectus supplement, as Exhibit 99.1 to this Form

8-K,

and such information is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits .

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits:

Exhibit No.	Description
99.1	Excerpts from preliminary prospectus supplement of MGM Growth Properties LLC, dated November 19, 2019.
104	The cover page from the Registrants’ current report on Form 8-K dated November 19, 2019 has been formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MGM Growth Properties LLC
Date: November 19, 2019	By:	/s/ Andrew Hagopian III
	Name: Title:	Andrew Hagopian III Secretary

	MGM Growth Properties Operating Partnership LP
Date: November 19, 2019	By:	/s/ Andrew Hagopian III
	Name: Title:	Andrew Hagopian III Secretary