Item 1.01 Entry into a Material Definitive Agreement.



















On January 1
4
, 2020, MGM Growth Properties Operating Partnership LP ("
MGP OP
"), a subsidiary of MGM Growth Properties LLC (the "Company"), entered into a
Master Transaction Agreement (the "
MTA
") with MGM Resorts International ("
MGM
") and BCORE Windmill Parent
LLC (the "
Sponsor
"), a subsidiary of Blackstone Real Estate Income Trust, Inc., among other
parties, which provides for, among other things, (i) the transfer by a
subsidiary of MGM of the real estate assets related to MGM Grand Las Vegas (the
"
MGM Grand Property
") first to its wholly-owned subsidiary ("
MGM Grand PropCo
") and (ii) the transfer by a subsidiary of MGP OP of the real estate assets
related to Mandalay Bay Resort and Casino (including Mandalay Place) (the "
Mandalay Bay Property
" and, together with the MGM Grand Property, collectively, the "
Property
") to its wholly-owned subsidiary ("
Mandalay Bay PropCo
" and, together with MGM Grand PropCo, collectively, the "
Landlord
"), followed by transfers by MGP OP of each of Mandalay Bay PropCo and MGM Grand
Propco to a newly formed entity (the "
Joint Venture
") owned 50.1%, directly or indirectly, by MGP OP, and owned 49.9%, directly or
indirectly, by Sponsor. Landlord will lease the Property to a newly formed
wholly-owned subsidiary of MGM (the "
Tenant
"), and the Tenant will in turn sublease the MGM Grand Property and the Mandalay
Bay Property to the subsidiaries of MGM that currently operate such properties.
Upon the terms and subject to the conditions set forth in the MTA, Sponsor will
acquire its 49.9% interest in the Joint Venture (the "
Interest Acquisition
") for cash consideration estimated at $80
3
 million based on a valuation of the Property of $4.6 billion and subject to
adjustment based on the final amount of indebtedness of the Joint Venture and
transaction costs. In connection with the transaction, MGM will also provide a
shortfall guaranty of the principal amount of indebtedness of the Joint Venture
(and any interest accrued and unpaid thereon), which is expected to be
approximately $3 billion. At the closing of the transaction, MGP OP will issue
MGP OP limited partnership units to MGM equal to 5% of the equity value of the
Joint Venture and distribute to MGM approximately $2.4 billion of the proceeds
received by MGP OP in connection with the Joint Venture's debt financing. The
transaction is expected to close in the first quarter of 2020, subject to
certain closing conditions.
Upon the terms and subject to the conditions set forth in the MTA, following the
Interests Acquisition, Sponsor or its affiliate will purchase 4,891,395 Class A
common shares representing limited liability company interests in the Company,
representing an aggregate investment amount of $150 million, based on a
volume-weighted average price of MGP's shares for a
ten-day
trading period ending on
January 10, 2020
.
Pursuant to the terms of the MTA, the Property will be leased by the Landlord to
the Tenant pursuant to a lease (the "
Lease
") with an initial annual base rent of $292 million (the "
Rent
") for a term of thirty years with two
ten-year
renewal options. The Rent will escalate annually throughout the term of the
L
ease at a rate of 2% per annum for the first fifteen years and thereafter equal
to the greater of 2% and the CPI increase during the prior year subject to a cap
of 3%. In addition, the Lease will require the Tenant to spend 3.5% of net
revenues over a rolling five-year period at the Property on capital expenditures
and for the Tenant and MGM to comply with certain financial covenants, which, if
not met, will require the Tenant to maintain cash security or provide one of
more letters of credit in favor of the Landlord in an amount equal to the rent
for the succeeding one year period. MGM will provide a guarantee of Tenant's
obligations under the Lease. In connection with the Landlord and the Tenant
entering into the Lease, the existing master lease between MGM's and MGP OP's
respective subsidiaries will be revised to remove the Mandalay Bay Property from
such master lease and the rent under the existing master lease will be reduced
by $133 million.
The representations, warranties and covenants contained in the MTA were made
only for purposes of the MTA and as of the specific date (or dates) set forth
therein and were solely for the benefit of the parties to such agreement and are
subject to certain limitations as agreed upon by the contracting parties. In
addition, the representations, warranties and covenants contained in the MTA 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 MTA 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 MGP OP, the
Company or any other parties thereto.

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This description of the MTA is qualified in its entirety by reference to the full text of the MTA attached hereto as Exhibit 2.1. Exhibits and schedules that have been excluded from the text of the MTA attached hereto will be supplementally furnished to the Commission upon request.

Item 3.02 Unregistered Sale of Equity Securities




In connection with the sale of Class A shares
to
Sponsor or an affiliate of Sponsor, pursuant to MGP OP's Second Amended and
Restated Agreement of Limited Partnership, MGP OP will issue 4,891,395 MGP OP
limited partnership units to the Company, concurrently with the closing of all
of the transactions contemplated by the MTA, in a private placement in exchange
for $150 million. In addition, as described above, MGP OP will issue MGP OP
limited partnership units to MGM equal to 5% of the value of the Joint Venture
in accordance with, and concurrently with the closing of the other transactions
contemplated by the MTA in accordance with, the provisions of the MTA.
The MGP OP limited partnership units to be issued to the Company and to MGM will
not be registered under the Securities Act, or any state securities law, and may
not be offered or sold in the United States or to any U.S. persons absent
registration under the Securities Act, or pursuant to an applicable exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. The MGP OP limited
partnership units to be issued to the Company and MGM will be issued in reliance
upon the exemption from registration provided by Section 4(a)(2) of the
Securities Act and Regulation D promulgated thereunder based on the status of
each of the Company and MGM as an accredited investor, as defined in the
Securities Act. MGP OP is a subsidiary of the Company.
Item 8.01 Other Events.

















On January 1
4
, 2020, in connection with the transactions contemplated by the MTA, (i) MGM,
(ii) MGP OP and MGM Growth Properties LLC (the "
Company
") and (iii) the limited partners named therein (the "
Limited Partners
") entered into a Waiver Agreement (the "
Waiver Agreement
"). Pursuant to the Waiver Agreement, among other things, beginning on the
Closing Date (as defined in the MTA), the Company agreed to waive the right to
make a REIT Shares Election (pursuant to that certain Second Amended and
Restated Agreement of Limited Partnership of MGP OP, dated as of February 2,
2017 (the "
LPA
")) in connection with a redemption under the LPA for a period of twenty-four
(24) months following the Closing Date (the "
Waiver
"). During such
24-month
period, MGP OP will be obligated to redeem any common units tendered by a
Limited Partner for cash at a price per common unit equal to a three percent
(3%) discount to the Cash Amount (as defined in the LPA). Any cash payments made
pursuant to the Waiver will not exceed $1,400,000,000 in the aggregate.
Item 9.01 Financial Statements and Exhibits.

















(a)  Not applicable.
(b)  Not applicable.
(c)  Not applicable.
(d)  Exhibits:

 Exhibit
   No.                                       Description

   2.1             Master Transaction Agreement by and among MGM Resorts
                 International, MGM Growth Properties Operating Partnership LP and
                 BCORE Windmill Parent LLC, dated as of January 14, 2020

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

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