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VICI Properties Inc., MGM Growth Properties LLC, and MGM Resorts International, MGP’s controlling shareholder, announced that they have entered into a definitive agreement pursuant to which VICI Properties will acquire MGP for total consideration of $17.2 billion, inclusive of the assumption of approximately $5.7 billion of debt. Upon completion of the merger, VICI will have an estimated enterprise value of $45 billion.

Simultaneous with the closing of the transaction, VICI Properties will enter into an amended and restated triple-net master lease with MGM Resorts. The lease will have an initial total annual rent of $860 million, inclusive of MGP’s pending acquisition of MGM Springfield, and an initial term of 25 years, with three 10-year tenant renewal options. Additionally, VICI will retain MGP’s existing 50.1% ownership stake in the joint venture with Blackstone Real Estate Income Trust, Inc., which owns MGM Grand Las Vegas and Mandalay Bay.

The transaction was approved by the board of directors of each of MGM Resorts, MGP, and VICI Properties (and, in the case of MGP, the Conflicts Committee). The parties expect the transaction to close in the first half of 2022, subject to customary closing conditions, regulatory approvals, and approval by the stockholders of VICI Properties. The VICI Properties board of directors and management team will remain unchanged.

Photo: Courtesy of MGM Grand Las Vegas

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