Item 8.01. Other Events.
Financial Information of MGP and MGP OP
As previously disclosed, on August 4, 2021, VICI Properties Inc., a Maryland
corporation (the "Company"), MGM Growth Properties LLC, a Delaware limited
liability company ("MGP"), MGM Growth Properties Operating Partnership LP, a
Delaware limited partnership ("MGP OP"), VICI Properties LP, a Delaware limited
partnership ("Existing VICI OP"), Venus Sub LLC, a Delaware limited liability
company and a wholly owned subsidiary of Existing VICI OP ("REIT Merger Sub"),
VICI Properties OP LLC, a Delaware limited liability company and an indirect
wholly owned subsidiary of the Company ("New VICI Operating Company"), and MGM
Resorts International, a Delaware corporation ("MGM"), entered into a definitive
Master Transaction Agreement (the "Master Transaction Agreement"). Upon the
terms and subject to the conditions set forth in the Master Transaction
Agreement, prior to or on the closing date under the Master Transaction
Agreement, the Company will contribute its interest in Existing VICI OP to New
VICI Operating Company, which will serve as a new operating company for the
Company. Following the contribution transaction, MGP will merge with and into
REIT Merger Sub, with REIT Merger Sub surviving the merger (the "REIT Merger").
Immediately following consummation of the REIT Merger, REIT Merger Sub will
distribute the interests of the general partner of MGP OP to Existing VICI OP
and, immediately following such distribution, REIT Merger Sub will merge with
and into MGP OP, with MGP OP surviving the merger (together with the REIT
Merger, the "Mergers").
The Company is filing this Current Report on Form 8-K to provide certain
financial information with respect to the proposed Mergers. Specifically, this
Current Report on Form 8-K provides: (1) the unaudited consolidated financial
statements of MGP and MGP OP as of September 30, 2021 and for the nine month
periods ended September 30, 2021 and 2020, attached hereto as Exhibit 99.1 and
incorporated herein by reference, and (2) the Company's unaudited pro forma
condensed combined financial statements as of and for the nine month period
ended September 30, 2021 and for the year ended December 31, 2020, relating to
the proposed Mergers, the other transactions contemplated by the Master
Transaction Agreement and certain other pending or recently closed transactions,
attached hereto as Exhibit 99.2 and incorporated herein by reference. Such
unaudited pro forma condensed combined financial statements have been prepared
on the basis of certain assumptions and estimates and are subject to other
uncertainties and do not purport to reflect what the actual results of
operations or financial condition of the combined company would have been had
the Mergers been consummated on the dates assumed for purposes of such pro forma
financial statements or to be indicative of the financial condition or results
of operations of the combined company as of or for any future date or period.
For further information, see Exhibit 99.2. The information in Exhibit 99.1 was
provided by MGP and MGP OP.
Forward Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended, with respect to the proposed transaction described herein, including
statements regarding the anticipated benefits of the transaction, the
anticipated timing of the transaction and the markets of each company. These
forward-looking statements generally are identified by the words "anticipates,"
"assumes," "believes," "estimates," "expects," "guidance," "intends," "plans,"
"projects," "strategy," "future," "opportunity," "plan," "may," "should,"
"will," "would" and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events that are based
on our current plans, expectations and assumptions and, as a result, are subject
to risks and uncertainties.
Currently, one of the most significant factors that could cause actual outcomes
to differ materially from our forward-looking statements is the impact of
the COVID-19 pandemic on the Company's, MGP's and each company's respective
tenants' financial condition, results of operations, cash flows and performance.
The extent to which the COVID-19 pandemic continues to adversely affect each
company's tenants, and ultimately impacts each company's business, financial
condition, results of operations, cash flows and performance depends on future
developments which cannot be predicted with confidence. Many additional factors
could cause actual future events and results to differ materially from the
forward-looking statements, including but not limited to: (i) the possibility
that conditions to the closing of the proposed transaction are not satisfied or
waived at all or on the anticipated timeline, (ii) failure to realize the
anticipated benefits of the proposed transaction, including as a result of delay
in completing the proposed transaction, (iii) the risk that MGP's business will
not be integrated successfully or that such integration may be more difficult,
time-consuming or costly than expected, (iv) unexpected costs or liabilities
relating to the proposed transaction, (v) litigation relating to the proposed
transaction that has and could in the future be instituted against the Company
or MGP or their respective directors or officers and the resulting expense or
delay, (vi) the risk that disruptions caused by or relating to the proposed
transaction will harm the Company's or MGP's business, including current plans
and operations, (vii) the ability of the Company or MGP to retain and hire key
personnel, (viii) potential adverse reactions by tenants or other business
partners or changes to business relationships, including joint ventures,
resulting from the announcement or completion of the proposed transaction,
(ix) risks relating to the market value of the Company's common stock to be
issued in the proposed transaction, (x) risks associated with third-party
contracts containing consent and/or other provisions that may be triggered by
the proposed transaction, (xi) the impact of public health crises, such as
pandemics (including the COVID-19 pandemic) and epidemics and any related
company or government policies and actions intended to protect the health and
safety of individuals or government policies or actions intended to maintain the
functioning of national or global economies and markets, (xii) general economic
and market developments and conditions, including low consumer confidence,
unemployment levels and depressed real estate prices resulting from the severity
and duration of any downturn in the U.S. or global economy, (xiii) restrictions
during the pendency of the proposed transaction or thereafter that may impact
the Company's or MGP's ability to pursue certain business opportunities or
strategic transactions, (xiv) either company's ability to maintain its status as
a real estate investment trust for U.S. federal income tax purposes, and
(xv) the occurrence of any event, change or other circumstances that could give
rise to the termination of the Master Transaction Agreement relating to the
proposed transaction. The foregoing list of factors is not exhaustive. Each of
the foregoing could have a material adverse effect on our tenants' ability to
satisfy their obligations under their leases with us, including their continued
ability to pay rent in a timely manner, or at all, and/or to fund capital
expenditures or make other payments required under their leases. You should
carefully consider the foregoing factors and the other risks and uncertainties
that affect the businesses of the Company described in the "Risk Factors"
section of its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
other documents filed from time to time with the SEC. These filings identify and
address other important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the forward-looking
statements. Investors are cautioned to interpret many of the risks identified in
the "Risk Factors" section of these filings as being heightened as a result of
the ongoing and numerous adverse impacts of the COVID-19 pandemic.
Forward-looking statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements, and the
Company assumes no obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information, future
events or otherwise. The Company gives no assurance that it will achieve its
expectations.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses to be Acquired
The unaudited consolidated financial statements of MGP and MGP OP as of
September 30, 2021 and for the nine month periods ended September 30, 2021 and
2020 are filed herewith as Exhibit 99.1 and incorporated in this Item 9.01(a) by
reference.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial statements of the Company
as of and for the nine month period ended September 30, 2021 and for the year
ended December 31, 2020, giving effect to the Mergers, the other transactions
contemplated by the Master Transaction Agreement and certain other pending or
recently closed transactions, are filed herewith as Exhibit 99.2 and
incorporated in this Item 9.01(b) by reference.
(d) Exhibits
Exhibit
No. Description
99.1 Unaudited consolidated financial statements of MGM Growth Properties
LLC and MGM Growth Properties Operating Partnership LP as of
September 30, 2021 and for the nine month periods ended September 30,
2021 and 2020
99.2 Unaudited pro forma condensed combined financial statements of the
Company as of and for the nine month period ended September 30, 2021
and for the year ended December 31, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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