MGM Growth Properties Proposes to Combine with VICI Properties

LAS VEGAS—MGM Growth Properties LLC (MGP) sent a letter to the CEO and the chairman of the board of directors of VICI Properties Inc., proposing to acquire 100% of VICI’s outstanding common stock for $19.50 per share. To date, VICI has elected not to engage in meaningful discussions. MGP believes that a proposed combination is attractive strategically and financially for both VICI and MGP.

Under the terms of the proposal, the consideration would be in the form of MGP shares, with the exchange ratio fixed at signing of a definitive agreement. If desired by VICI shareholders, MGP would be willing to offer a portion of the consideration in the form of cash. Upon completion of the proposed transaction, VICI shareholders would own approximately 43% of the combined company assuming an all-stock transaction and based on MGP’s current share price. MGM Growth Properties’ offer is not contingent on any financing condition, according to the company. Any transaction would be subject to regulatory and shareholder approvals and other customary closing conditions.

According to MGP, benefits would include creating the largest triple-net lease REIT and a Top 15 public REIT in the RMZ by enterprise value; a leading portfolio of premier large-scale destination leisure, entertainment and hospitality assets with even greater geographic, asset and tenant diversity; and a larger combined company with greater efficiencies and an enhanced financial profile.

MGP currently owns a portfolio of properties acquired from MGM Resorts, consisting of eleven destination resorts in Las Vegas and elsewhere across the United States and one dining and entertainment complex, which opened in April 2016.

VICI Properties owns gaming, hospitality and entertainment destinations. Its portfolio includes 20 gaming properties and four golf courses.

 

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