INTRODUCTORY NOTE
As previously disclosed, on August 4, 2021, MGM Resorts International, a Delaware corporation (the “Company” or “MGM”), entered into a Master Transaction Agreement (the “Transaction Agreement”) by and among the Company, MGM Growth Properties LLC, a Delaware limited liability company (“MGP”), MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (the “MGP LP”), VICI Properties Inc., a Maryland corporation (“Parent”), Venus Sub LLC, a Delaware limited liability company (“REIT Merger Sub”), VICI Properties L.P., a Delaware limited partnership and VICI Properties OP LLC, a Delaware limited liability company (“New Parent OP”). The Transaction Agreement provides for, among other things, (i) the merger of MGP with and into REIT Merger Sub, with REIT Merger Sub being the surviving entity (the “REIT Merger” and such surviving entity, the “REIT Surviving Entity”), (ii) the merger of the REIT Surviving Entity with and into MGP LP, with MGP LP being the surviving entity and continuing under the name “VICI Properties 2 L.P.” (the “Partnership Merger” and, together with the REIT Merger, the “Mergers”) and (iii) the redemption by New Parent OP of a certain number of units of New Parent OP (the “New Parent OP Units”) held by MGM and/or its subsidiaries for an aggregate cash amount equal to $4.404 billion (the “Partial Redemption”). The Mergers and the other transactions contemplated by the Transaction Agreement are collectively referred to herein as the “Transaction.”
The Transaction closed on April 29, 2022 (the “Closing Date”). Pursuant to the Transaction Agreement, (A) (i) the class B common share of MGP, no par value per share, owned by MGM, was cancelled for no consideration, (ii) each class A common share of MGP, no par value per share (a “class A common share”), issued and outstanding immediately prior to the effective time of the REIT Merger was automatically cancelled, retired and converted into the right to receive 1.366 shares of common stock, par value $0.01 per share, of Parent (the “Parent Common Stock”) plus cash in lieu of fractional shares less any applicable tax withholdings and (iii) each limited partnership unit of MGP LP, all of which were held by the Company and certain of its subsidiaries, was canceled, retired and converted into the right to receive 1.366 units in New Parent OP and (B) a certain number of the New Parent OP Units held by MGM and/or its subsidiaries were redeemed for an aggregate redemption price of $4.404 billion, resulting in MGM retaining an approximate 1% interest in New Parent OP.
The representations, warranties and covenants contained in the Transaction Agreement and the agreements described herein were made only for purposes of such agreements and as of the specific date (or dates) set forth therein, were solely for the benefit of the parties to the applicable agreements and are subject to certain limitations as agreed upon by the contracting parties. In addition, the representations, warranties and covenants contained in the applicable agreements may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries of the agreements and should not rely on the representations, warranties and covenants contained therein, or any descriptions thereof, as characterizations of the actual state of facts or conditions of the Company. The representations and warranties made by MGM, MGP and Parent are, subject to certain exceptions, qualified by disclosures made in such party’s disclosure schedules and Securities and Exchange Commission (“SEC”) filings. Moreover, information concerning the subject matter of the representations and warranties may change after the Closing Date, which subsequent developments may not be reflected in the Company’s public disclosure.
The foregoing description of the Transaction Agreement is included to provide you with information regarding its terms. It does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Transaction Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 5, 2021, and is incorporated herein by reference. All capitalized terms used herein and not otherwise defined have the meaning given to such terms in the Transaction Agreement.
2
