MGM RESORTS INTERNATIONAL ANNOUNCES THE CLOSING OF STRATEGIC TRANSACTIONS WITH MGM GROWTH PROPERTIES AND VICI PROPERTIES INC.

Rhea-AI Summary

MGM Resorts International has successfully completed transactions with VICI Properties and MGM Growth Properties. VICI redeemed a majority of MGP units for $43 each, totaling around $4.4 billion in cash, and acquired all MGP class A shares. This deal grants MGM financial flexibility, enabling further investments to enhance shareholder value. Additionally, a new 25-year master lease was established, with an initial annual rent of $860 million, providing operational flexibility. MGM now owns a 1% stake in the VICI operating partnership.

Positive

• MGM received approximately $4.4 billion in cash from VICI, enhancing its financial flexibility.
• The new master lease has an initial term of 25 years and provides significant operational flexibility.

Negative

• None.

LAS VEGAS, April 29, 2022 /PRNewswire/ -- MGM Resorts International (NYSE: MGM) ("MGM Resorts" or the "Company") today announced the closing of the previously announced transactions with VICI Properties Inc. ("VICI") (NYSE: VICI) and MGM Growth Properties LLC ("MGP") (NYSE: MGP) whereby VICI redeemed a majority of the MGP operating partnership units held by MGM Resorts for $43 per unit, or approximately $4.4 billion in cash and acquired 100% of the outstanding class A shares of MGP in a stock-for-stock transaction.

"Our partnership with MGP over the last six years has provided significant value to our shareholders and I would like to thank the MGP team and its leadership for their efforts throughout this process," said Bill Hornbuckle, Chief Executive Officer and President of MGM Resorts. "This transaction has provided us with significant financial flexibility that will allow us to continue to invest in and grow our business to further maximize shareholder value.  We look forward to a productive relationship with VICI."

As part of the transaction, the existing master lease was amended and restated and provides for an initial term of 25 years, with three 10-year renewals, and an initial annual rent of $860 million.  The lease is guaranteed by the Company and provides the Company with significant flexibility to manage its operations across the portfolio of properties covered by the lease.

Following the transactions, MGM Resorts owns an approximately 1% stake in the VICI operating partnership.    

The transaction was announced on August 4, 2021.

JP Morgan served as the financial advisor and Weil, Gotshal & Manges LLP served as legal counsel to MGM Resorts.

About MGM Resorts International

MGM Resorts International (NYSE: MGM) is an S&P 500® global entertainment company with national and international locations featuring best-in-class hotels and casinos, state-of-the-art meetings and conference spaces, incredible live and theatrical entertainment experiences, and an extensive array of restaurant, nightlife and retail offerings. MGM Resorts creates immersive, iconic experiences through its suite of Las Vegas-inspired brands. The MGM Resorts portfolio encompasses 32 unique hotel and gaming destinations globally, including some of the most recognizable resort brands in the industry. The Company's 50/50 venture, BetMGM, LLC, offers U.S. sports betting and online gaming through market-leading brands, including BetMGM and partypoker. The Company is currently pursuing targeted expansion in Asia through the integrated resort opportunity in Japan. Through its "Focused on What Matters: Embracing Humanity and Protecting the Planet" philosophy, MGM Resorts commits to creating a more sustainable future, while striving to make a bigger difference in the lives of its employees, guests, and in the communities where it operates. The global employees of MGM Resorts are proud of their company for being recognized as one of FORTUNE® Magazine's World's Most Admired Companies®. For more information, please visit us at www.mgmresorts.com. Please also connect with us @MGMResortsIntl on Twitter as well as Facebook and Instagram.

Forward-Looking Statements

Statements in this release that are not historical facts are forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and involve risks and/or uncertainties, including those described in MGM Resorts' public filings with the Securities and Exchange Commission. Forward-looking statements can be identified by the use of forward-looking terminology such as "believes," "expects," "could," "may," "will," "should," "seeks," "likely," "intends," "plans," "pro forma," "projects," "estimates" or "anticipates" or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. MGM Resorts has based forward-looking statements on management's current expectations and assumptions and not on historical facts. Examples of these statements include, but are not limited to, MGM Resorts' expectations regarding the continued investment in the business and its ability to maximize shareholder value. These forward-looking statements involve a number of risks and uncertainties. Among the important factors that could cause actual results to differ materially from those indicated in such forward-looking statements include risks related to MGM Resorts' ability to roll out the loyalty program on the terms described herein or all, the continued impact of the COVID-19 pandemic on MGM Resorts' business, the effects of economic conditions and market conditions in the markets in which MGM Resorts operates and competition with other destination travel locations throughout the United States and the world, the design, timing and costs of expansion projects, risks relating to international operations, permits, licenses, financings, approvals and other contingencies in connection with growth in new or existing jurisdictions and additional risks and uncertainties described in MGM Resorts' Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports). In providing forward-looking statements, MGM Resorts is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise, except as required by law. If MGM Resorts updates one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those other forward-looking statements.

MGM RESORTS CONTACTS:

News Media
BRIAN AHERN
Director of Corporate Media Relations
Media@mgmresorts.com

Investment Community
ANDREW CHAPMAN
Director of Investor Relations
achapman@mgmresorts.com

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SOURCE MGM Resorts International

FAQ

What transactions did MGM Resorts announce on April 29, 2022?

MGM Resorts announced the closing of transactions with VICI Properties and MGM Growth Properties, including a cash redemption of MGP units and a stock-for-stock acquisition.

How much did VICI pay for MGP units?

VICI paid $43 per MGP unit, totaling approximately $4.4 billion in cash.

What is the annual rent established in the new master lease for MGM?

The initial annual rent established in the new master lease is $860 million.

What stake does MGM now own in the VICI operating partnership?

Following the transactions, MGM Resorts owns approximately a 1% stake in the VICI operating partnership.