0001011438-20-000051.txt : 20200130 0001011438-20-000051.hdr.sgml : 20200130 20200130160134 ACCESSION NUMBER: 0001011438-20-000051 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200130 DATE AS OF CHANGE: 20200130 GROUP MEMBERS: SEQUENTIS FINANCIAL LLC GROUP MEMBERS: STUART J. ZIMMER GROUP MEMBERS: ZIMMER PARTNERS GP, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MGM Growth Properties LLC CENTRAL INDEX KEY: 0001656936 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89830 FILM NUMBER: 20561372 BUSINESS ADDRESS: STREET 1: 1980 FESTIVAL PLAZA DRIVE STREET 2: SUITE 750 CITY: LAS VEGAS STATE: NV ZIP: 89135 BUSINESS PHONE: 702-669-1480 MAIL ADDRESS: STREET 1: 1980 FESTIVAL PLAZA DRIVE STREET 2: SUITE 750 CITY: LAS VEGAS STATE: NV ZIP: 89135 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Zimmer Partners, LP CENTRAL INDEX KEY: 0001565854 IRS NUMBER: 900883937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.440.0770 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 form_sc13g-mgmgrowth.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

SCHEDULE 13G
(Rule 13d-102)
(Amendment No. )

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934


MGM Growth Properties LLC
(Name of Issuer)
 
Class A Shares, no par value
(Title of Class of Securities)
 
55303A105
(CUSIP Number)
 
December 31, 2019
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X] Rule 13d-1(b)
[   ] Rule 13d-1(c)
[   ] Rule 13d-1(d)



CUSIP No. 55303A105
 

1
NAME OF REPORTING PERSONS

Zimmer Partners, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  [  ]
(b)  [  ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER

0
6
SHARED VOTING POWER

6,653,167 **
7
SOLE DISPOSITIVE POWER

0
8
SHARED DISPOSITIVE POWER

6,653,167 **
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,653,167 **
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.8%**
12
TYPE OF REPORTING PERSON*

IA, PN

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.


CUSIP No. 55303A105
 

1
NAME OF REPORTING PERSONS

Sequentis Financial LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  [  ]
(b)  [  ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER

0
6
SHARED VOTING POWER

6,653,167 **
7
SOLE DISPOSITIVE POWER

0
8
SHARED DISPOSITIVE POWER

6,653,167 **
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,653,167 **
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.8%**
12
TYPE OF REPORTING PERSON*

HC, OO

CUSIP No. 55303A105
 

1
NAME OF REPORTING PERSONS
 
Zimmer Partners GP, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  [  ]
(b)  [  ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER

0
6
SHARED VOTING POWER

6,653,167 **
7
SOLE DISPOSITIVE POWER

0
8
SHARED DISPOSITIVE POWER

6,653,167 **
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,653,167 **
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.8%**
12
TYPE OF REPORTING PERSON*

HC, OO

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.

CUSIP No. 55303A105
 

1
NAME OF REPORTING PERSONS
 
Stuart J. Zimmer
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  [  ]
(b)  [  ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION

United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER

0
6
SHARED VOTING POWER

6,653,167 **
7
SOLE DISPOSITIVE POWER

0
8
SHARED DISPOSITIVE POWER

6,653,167 **
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,653,167 **
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.8%**
12
TYPE OF REPORTING PERSON*

HC, IN

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.

SCHEDULE 13G

This Schedule 13G (this “Schedule 13G”) is being filed on behalf of Zimmer Partners, LP, a Delaware limited partnership (the “Investment Manager”), Sequentis Financial LLC, a Delaware limited liability company (“Sequentis”), Zimmer Partners GP, LLC, a Delaware limited liability company (the “GP”), and Stuart J. Zimmer (collectively, the “Reporting Persons”).  Sequentis is the sole member of the GP. Stuart J. Zimmer, and a trust for his benefit are the sole members of Sequentis.  The GP is the general partner of the Investment Manager.  The Investment Manager is the investment manager of ZP Master Utility Fund, Ltd. (the “Master Fund”), ZP Master Energy Fund, L.P., and ZP Energy Fund L.P. (the “Energy Funds”) and managed accounts (collectively with the Master Fund and the Energy Funds, the “Zimmer Accounts”).  This Schedule 13G relates to the Class A Shares of of MGM Growth Properties LLC., a Delaware Limited Liability Company, held by the Zimmer Accounts.
Item 1(a)            Name of Issuer.
 MGM Growth Properties LLC (the “Issuer”)
Item 1(b)         Address of Issuer’s Principal Executive Offices.
1980 Festival Plaza Drive, Suite #750
Las Vegas, NV 89135

Item 2(a)           Name of Person Filing.

(1) Zimmer Partners, LP
(2) Sequentis Financial LLC
(3) Zimmer Partners GP, LLC
(4) Stuart J. Zimmer

Item 2(b)          Address of Principal Business Office, or, if none, Residence.

For all Filers:
9 West 57th Street, 33rd Floor
New York, NY 10019

Item 2(c)           Citizenship or Place of Organization.

(1) Zimmer Partners, LP is a Delaware limited partnership.
(2) Sequentis Financial LLC is a Delaware limited liability company
(3) Zimmer Partners GP, LLC is a Delaware limited liability company.
(4) Stuart J. Zimmer is a U.S. citizen.

Item 2(d)           Title of Class of Securities.

Class A Shares, no par value (“Class A Shares”)


Item 2(e)            CUSIP Number.

 55303A105

Item 3                 Reporting Person.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:


 (a)  [  ]  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)  [  ]  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)  [  ]  Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)  [  ]  Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)  [X]  An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).

(f)  [  ]  An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)  [X]  A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)  [  ]  A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)  [  ]  A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)  [  ]  Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4                   Ownership.


 (a)
The Reporting Persons may be deemed the beneficial owners of 6,653,167 Class A Shares.

(b)
The Reporting Persons may be deemed the beneficial owners of approximately 5.8% of the outstanding Class A Shares.  This percentage was determined by dividing 6,653,167 by 113,806,597, which is the number of Class A Shares outstanding as of November 22, 2019, as reported in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2019, and the Issuer’s Form 8-K filed with the SEC on November 22, 2019.

(c)
The Reporting Persons have the shared power to vote and dispose of the 6,653,167 Class A Shares beneficially owned.


Item 5                 Ownership of Five Percent or Less of a Class

Not applicable.

Item 6                 Ownership of More Than Five Percent on Behalf of Another Person.

The Zimmer Accounts have an indirect interest in dividends and/or sale proceeds of the Class A Shares held by the Zimmer Accounts.

Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Report on by the Parent Holding Company or Control Person

Not applicable.

Item 8
Identification and Classification of Members of the Group

Not applicable.

Item 9
Notice of Dissolution of Group

Not applicable

Item 10
Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits
Exhibit 99-1

Joint Filing Agreement, dated January 30, 2020, among the Investment Manager, Sequentis, the GP and Stuart J. Zimmer.
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date:  January 30, 2020

 
 
 
Zimmer Partners, LP
 
 
By:  Zimmer Partners GP, LLC, its general partner
 
 
By:  /s/ Barbara Burger
       BARBARA BURGER, Authorized Signatory
 
Sequentis Financial LLC
 
By:  /s/ Stuart J. Zimmer
       STUART J. ZIMMER, Director       
 

Zimmer Partners GP, LLC
 
 
By: Sequentis Financial LLC, Sole Member
 
 
By:  /s/ Stuart J. Zimmer
       STUART J. ZIMMER, Director



 
 
/s/  Stuart J. Zimmer

Stuart J. Zimmer



EXHIBIT 
99-1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A Shares, no par value of MGM Growth Properties LLC and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

[Signature Page Follows]



IN WITNESS WHEREOF, the undersigned have executed this Agreement as of January 30, 2020.

 
 
 
Zimmer Partners, LP
 
 
By:  Zimmer Partners GP, LLC, its general partner
 
 
By:  /s/ Barbara Burger
       BARBARA BURGER, Authorized Signatory
 
Sequentis Financial LLC
 
By:  /s/ Stuart J. Zimmer
       STUART J. ZIMMER, Director       
 

Zimmer Partners GP, LLC
 
 
By: Sequentis Financial LLC, Sole Member
 
 
By:  /s/ Stuart J. Zimmer
       STUART J. ZIMMER, Director



 
 
/s/  Stuart J. Zimmer

Stuart J. Zimmer