8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 10, 2021

MGM Growth Properties LLC

MGM Growth Properties Operating Partnership LP

(Exact name of registrant as specified in its charter)

Delaware	(MGM Growth Properties LLC)	001-37733	47-5513237
Delaware	(MGM Growth Properties Operating Partnership LP)	333-215571	81-1162318
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)

1980 Festival Plaza Drive, Suite #750, Las Vegas, NV 89135

(Address of principal executive offices - Zip Code)

(702) 669-1480

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Shares of MGM Growth Properties LLC, No Par Value	MGP	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

MGM Growth Properties LLC  ☐

MGM Growth Properties Operating Partnership LP  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

MGM Growth Properties LLC  ☐

MGM Growth Properties Operating Partnership LP  ☐

Item 8.01. Other Events.

On March 10, 2021, MGM Growth Properties LLC (the “Company”) commenced an underwritten follow-on public offering of 19,000,000 of its Class A shares representing limited liability company interests pursuant to a Registration Statement on Form S-3 filed by the Company on May 18, 2020 (the “Offering”). As part of the Offering, the Company also intends to grant the underwriters a 30-day overallotment option to purchase up to an additional 2,850,000 Class A shares.

The Company disclosed certain information to prospective investors in a preliminary prospectus supplement dated March 10, 2021. The Company is filing herewith such information, in the general form presented in the preliminary prospectus supplement, as Exhibit 99.1 to this Form 8-K, and such information is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits:

Exhibit     No.	Description
99.1	Excerpts from preliminary prospectus supplement of MGM Growth Properties LLC, dated March 10, 2021.
104	The cover page from the Registrants’ current report on Form 8-K dated March 10, 2021 has been formatted in Inline XBRL.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MGM Growth Properties LLC
Date: March 10, 2021	By:	/s/ Jessica Cunningham
	Name:	Jessica Cunningham
	Title:	Secretary
	MGM Growth Properties Operating Partnership LP
Date: March 10, 2021	By:	/s/ Jessica Cunningham
	Name:	Jessica Cunningham
	Title:	Secretary

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EX-99.1

Exhibit 99.1

Excerpts from the Preliminary Prospectus Supplement of MGM Growth Properties LLC, dated March 10, 2021

Except as otherwise stated, or unless the context otherwise requires, all references herein to (i) “we,” “us,” “our,” “our company,” “the Company” or “MGP” refer to MGM Growth Properties LLC and its consolidated subsidiaries, including MGM Growth Properties Operating Partnership LP (the “Operating Partnership”), a Delaware limited partnership, so long as MGP, or a subsidiary of MGP, is the general partner of the Operating Partnership, and (ii) “MGM” are to MGM Resorts International, a Delaware corporation, and, unless the context requires otherwise, its consolidated subsidiaries, including MGP.

Recent Developments

COVID-19 Pandemic

Although we have continued to collect rent on our properties in full and on time during the course of the pandemic, the continued spread of COVID-19 has had, and we expect will continue to have, a significant impact on the business of our and the MGP BREIT Venture’s tenants (and MGM, as the guarantor under the MGM-MGP Master Lease and the MGP BREIT Venture lease). While all of our properties are currently open to the public, they are still subject to operating restrictions, including capacity limitations, and we cannot predict when operations will normalize to pre-pandemic levels or if there will be new or more restrictive measures imposed in the future (including temporary closures of all or a portion of our properties). Accordingly, revenues generated by the tenants at our and the MGP BREIT Venture’s properties have been significantly lower than historical results.

In light of the foregoing, in February 2021, the MGP BREIT Venture provided notice to the lenders under its loan agreement that its tenant was not expected to meet a specified tenant EBITDAR to MGP BREIT Venture cash interest ratio for the two consecutive quarters ending on December 31, 2020, and that as a result, the Operating Partnership and an entity affiliated with BREIT intend to each provide an excess cash flow guarantee such that the Operating Partnership and BREIT will continue to receive cash distributions from the MGP BREIT Venture until such time as the tenant EBITDAR to MGP BREIT Venture cash interest ratio is achieved for two consecutive quarters. The MGP BREIT Venture currently intends to retain cash in accordance with the proposed terms of the guarantee which it expects to enter into in the near term, including that the aggregate amount of cash distributions made by the MGP BREIT Venture during the period such guarantee is in effect will be limited to 9.9% of the principal amount of the MGP BREIT Venture’s outstanding indebtedness, after which distributions would remain at the MGP BREIT Venture in a restricted cash account.

As a result of this offering and the expected annual rent escalator in the MGM-MGP Master Lease on April 1, 2021, starting with the dividend for the first quarter of 2021, management intends to recommend that our board of directors approve a dividend increase of $0.0075 from the prior quarter dividend of $0.4875 to $0.4950 per Class A Share, or $1.98 on an annualized basis, which represents a 1.5% increase over the prior annual rate of $1.95. This will represent the 12th dividend increase since our initial public offering in April 2016. Management expects that the dividends will be payable on April 15, 2021 to unit holders and shareholders of record as of the close of business on March 31, 2021, as applicable.

Operating Partnership Unit Redemption

On March 4, 2021, certain subsidiaries of MGM exercised their right to require the Operating Partnership to redeem approximately 37.1 million Operating Partnership units (the “OP Unit Redemption”) they held in accordance with the terms of the Operating Partnership’s partnership agreement (the “OP Partnership Agreement”). In accordance with the terms of the OP Partnership Agreement, upon receipt of the notice of redemption, we formed a conflicts committee to determine the mix of consideration we would provide such MGM subsidiaries for the Operating Partnership units. The conflicts committee determined that the Company would redeem approximately 15.3 million Operating Partnership units for cash at a price per unit of $33.05 (the “Cash Amount”). The Cash Amount was calculated pursuant to the terms of the OP Partnership Agreement and will result in us paying aggregate cash consideration of $505.1 million for such Operating Partnership units, which we expect to fund on March 12, 2021 with cash on hand. The repurchase of the Operating Partnership units for the Cash Amount is expected to result in mid single-digit accretion to AFFO per diluted Operating Partnership unit. The remaining Operating Partnership units will be redeemed using the proceeds of this offering (net of the underwriters discount), including any proceeds received through the exercise of the underwriter’s over-allotment option. If the underwriters do not, or only partially exercise the over-allotment option, Operating Partnership units which would have been redeemed using proceeds from the over-allotment option will be redeemed for the Cash Amount using cash on hand or draws under the Revolving Credit Facility. See “Use of Proceeds” for further information.

XML

Cover Page	Mar. 10, 2021
Entity Information [Line Items]
Document Type	8-K
Entity Registrant Name	MGM Growth Properties LLC
Entity Central Index Key	0001656936
Document Period End Date	Mar. 10, 2021
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37733
Entity Tax Identification Number	47-5513237
Entity Address, Address Line One	1980 Festival Plaza Drive, Suite #750
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89135
City Area Code	702
Local Phone Number	669-1480
Title of 12(b) Security	Class A Shares of MGM Growth Properties LLC, No Par Value
Trading Symbol	MGP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
MGM Growth Properties [Member]
Entity Information [Line Items]
Entity Registrant Name	MGM Growth Properties Operating Partnership LP
Entity Central Index Key	0001691299
Entity Incorporation, State or Country Code	DE
Entity File Number	333-215571
Entity Tax Identification Number	81-1162318
Entity Emerging Growth Company	false