MGM Growth Properties LLC Announces Pricing Of Public Offering Of 19,000,000 Class A Shares

LAS VEGAS, March 10, 2021 /PRNewswire/ -- MGM Growth Properties LLC (NYSE: MGP) (the "Company") today announced that it has priced its previously announced underwritten public offering of 19,000,000 Class A shares (the "shares") at a public offering price of $32.15 per share, for expected proceeds of $587.9 million, net of the underwriters' discount. As part of the offering (the "Offering"), the Company also granted the underwriters a 30-day over-allotment option to purchase up to an additional 2,850,000 shares from the Company. If the underwriters exercise their over-allotment option to purchase additional shares in full, the expected proceeds of the offering, net of the underwriters' discount, would be approximately $676.1 million. The offering is expected to close on March 15, 2021, subject to customary closing conditions.

On March 4, 2021, the Company received a notice of redemption from certain subsidiaries of MGM Resorts International ("MGM") covering 37.1 million operating partnership units of MGM Growth Properties Operating Partnership LP, a consolidated subsidiary of the Company, held by such MGM subsidiaries. The Company plans to use the proceeds of the Offering, net of the underwriters' discount, to redeem 21.8 million of such operating partnership units (inclusive of the underwriter's over-allotment option) to partially satisfy its obligations under the redemption notice, with the remaining 15.3 million operating partnership units to be redeemed using cash on hand.

BofA Securities, J.P. Morgan, Barclays and Scotiabank are acting as joint lead book-running managers for the Offering. BNP PARIBAS, Citizens Capital Markets, Credit Agricole CIB, Fifth Third Securities and SMBC Nikko are acting as joint book-running managers for the Offering. Deutsche Bank Securities, Evercore ISI, Morgan Stanley, Truist Securities and UBS Investment Bank are acting as senior co-managers for the Offering. KeyBanc Capital Markets, Ladenburg Thalmann, Raymond James and Union Gaming are acting as co-managers for the Offering.

The offering of these securities is being made pursuant to an effective shelf registration statement previously filed by the Company with the Securities and Exchange Commission ("SEC"). A prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC's website. When available, a copy of the prospectus relating to the offering may be obtained from BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, Email: [email protected]; J.P. Morgan, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Telephone: (866) 803-9204; Barclays, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, [email protected], (888) 603-5847; Scotiabank, Attention: Equity Capital Markets, 250 Vesey Street, 24th Floor, New York, New York, 10281, or by telephone at 1-212-225-6853 or by email at [email protected]; or by visiting the EDGAR database on the SEC's web site at www.sec.gov.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the shares, nor shall there be any offer, solicitation or sale of any shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offer or sale will be made only by means of the Company's prospectus supplement and the base prospectus forming part of the effective registration statement relating to the shares.

Statements in this release that are not historical facts are "forward-looking" statements and "safe harbor statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and/or uncertainties, including those described in the Company's public filings with the SEC. Forward-looking statements are based on management's current expectations and assumptions and not on historical facts. Examples of these statements include, but are not limited to, the Company's expectations regarding the continued impact of the COVID-19 pandemic on its business and the business of its tenant, the Company's ability to continue to grow its dividend, successfully execute on its business strategy and acquire additional properties in accretive transactions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. The Company's actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Therefore, we caution you against relying on any of these forward-looking statements. Among the important factors that could cause actual results to differ materially from those indicated in such forward-looking statements include risks related to the Company's ability to receive, or delays in obtaining, any regulatory approvals required to own its properties, or other delays or impediments to completing the Company's planned acquisitions or projects, including any acquisitions of properties from MGM; the ultimate timing and outcome of any planned acquisitions or projects; the Company's ability to maintain its status as a REIT; the availability of and the ability to identify suitable and attractive acquisition and development opportunities and the ability to acquire and lease those properties on favorable terms; the Company's ability to access capital through debt and equity markets in amounts and at rates and costs acceptable to the Company; changes in the U.S. tax law and other state, federal or local laws, whether or not specific to REITs or to the gaming or lodging industries; and other factors described in the Company's periodic reports filed with the SEC. In providing forward-looking statements, the Company 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 the Company 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.

SOURCE MGM Growth Properties LLC