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EX - 99.1 2 vicistrategicacquisitionof.htm EX - 99.1 VICI Exhibit 99.1 VICI PROPERTIES INC . ANNOUNCES $ 17.2 BILLION STRATEGIC ACQUISITION OF MGM GROWTH PROPERTIES LLC - Creates America's Largest Owner of Experiential Real Estate with an Enterprise Value of Approximately $ 45 Billion - - Transaction Expected to be Accretive to AFFO per Share Immediately Upon Closing - - Positions Balance Sheet for Investment Grade Status - - Significantly Diversifies Tenant Base While Enhancing Portfolio Quality , Size and Scale to Drive Future Growth and Value Creation - - VICI Announces 9.1 % Dividend Increase - - Conference Call to Discuss Transaction to be Held at 8:00 am ET - NEW YORK , NY and LAS VEGAS , NV -August 4 , 2021 – VICI Properties Inc. ( NYSE : VICI ) ( " VICI Properties " or " VICI " ) , MGM Growth Properties LLC ( NYSE : MGP ) ( " MGP " ) and MGM Resorts International ( NYSE : MGM ) ( " MGM Resorts ” ) , MGP's controlling shareholder , announced today that they have entered into a definitive agreement ( the “ Master Transaction Agreement " ) pursuant to which VICI Properties will acquire MGP for total consideration of $ 17.2 billion , inclusive of the assumption of approximately $ 5.7 billion of debt . Upon completion of the merger , VICI will have an estimated enterprise value of $ 45 billion , firmly solidifying VICI's position as the largest experiential net lease REIT while also advancing VICI's strategic goals of portfolio enhancement and diversification . Under the terms of the Master Transaction Agreement , MGP Class A shareholders will receive 1.366 shares of newly issued VICI stock in exchange for each Class A share of MGP . The fixed exchange ratio represents an agreed upon price of $ 43.00 per share of MGP Class A shares based on VICI's trailing 5 - day volume weighted average price of $ 31.47 as of July 30 , 2021 and represents a 15.9 % premium to MGP's closing stock price on August 3 , 2021. MGM Resorts will receive $ 43.00 per unit in cash for the redemption of the majority of its MGP Operating Partnership units ( " OP Units " ) that it holds for total cash consideration of approximately $ 4.4 billion and will also retain approximately 12 million units in a newly formed operating partnership of VICI Properties . The MGP Class B share that is held by MGM Resorts will be cancelled and cease to exist . Simultaneous with the closing of the transaction , VICI Properties will enter into an amended and restated triple - net master lease with MGM Resorts . The lease will have an initial total annual rent of $ 860.0 million , inclusive of MGP's pending acquisition of MGM Springfield , and an initial term of 25 years , with three 10 - year tenant renewal options . Rent under the amended and restated master lease will escalate at a rate of 2.0 % per annum for the first 10 years and thereafter at the greater of 2.0 % per annum or the consumer price index ( " CPI " ) , subject to a 3.0 % cap . Additionally , VICI will retain MGP's existing 50.1 % ownership stake in the joint venture with Blackstone Real Estate Income Trust , Inc. ( " BREIT JV " ) , which owns the real estate assets of MGM Grand Las Vegas and Mandalay Bay . The BREIT JV lease will remain unchanged and provides for current annual base rent of approximately $ 298 million and an initial term of 30 years , with two 10 - year tenant renewal options . Rent under the BREIT JV lease escalates at a rate of 2.0 % per annum for the first 15 years and thereafter at the greater of 2.0 % per annum or CPI , subject to a 3.0 % cap . On a combined basis , the MGM master lease and BREIT JV lease will deliver initial attributable rent to VICI of approximately $ 1.0 billion . The transaction was approved by the Board of Directors of each of MGM Resorts , MGP and VICI Properties ( and , in the case of MGP , the Conflicts Committee ) . The parties expect the transaction to close in the first half of 2022 , subject to customary closing conditions , regulatory approvals and approval by the stockholders of VICI Properties . The VICI Properties Board of Directors and management team will remain unchanged .