8-K
DEDENVfalse0001656936 0001656936 2020-06-02 2020-06-02 0001656936 mgp:MGMGrowthPropertiesMember 2020-06-02 2020-06-02
 
 
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): June 2, 2020
 
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, 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 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§
240.12b-2
of this chapter).
             
MGM Growth Properties LLC
 
 
Emerging growth company
 
 
 
 
 
 
 
 
MGM Growth Properties Operating Partnership LP
 
 
Emerging growth company
 
 
 
 
 
 
 
 
 
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 June 2, 2020, MGM Growth Properties LLC (the “Company”) and MGM Growth Properties Operating Partnership LP (the “Issuer”) issued a press release pursuant to Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), announcing that the Issuer and MGP Finance
Co-Issuer,
Inc., consolidated subsidiaries of the Company, priced $
8
00 million in aggregate principal amount of senior notes due 2025 in an offering pursuant to exemptions from the registration requirements of the Securities Act. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
         
Exhibit No.
 
 
Description
 
 
 
 
 
 
99.1
 
 
 
 
 
 
 
 
104
 
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
 
 
 
 
 
 
 

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: June 2, 2020
 
 
 
 
By:
 
/s/ Andrew Hagopian III
 
 
 
Name: Andrew Hagopian III
Title: Secretary
 
 
 
 
 
 
 
MGM Growth Properties Operating Partnership LP
Date: June 2, 2020
 
 
 
 
By:
 
/s/ Andrew Hagopian III
 
 
 
Name: Andrew Hagopian III
Title: Secretary
 
 
 
 
 
 
 
 
 
EX-99.1

Exhibit 99.1

 

LOGO

 

 

PRESS RELEASE

For Immediate Release

MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP ANNOUNCES PRICING OF UPSIZED $800 MILLION SENIOR NOTES OFFERING

Las Vegas, Nevada, June 2, 2020 — MGM Growth Properties Operating Partnership LP and MGP Finance Co-Issuer, Inc. (together, the “Issuers”), consolidated subsidiaries of MGM Growth Properties LLC (NYSE: MGP) (the “Company”), have priced $800 million in aggregate principal amount of 4.625% senior notes due 2025 (the “notes”) at par. The $800 million aggregate principal amount of the notes represented an increase of $300 million from the original offering size of $500 million. The offering is expected to close on June 5, 2020, subject to customary closing conditions.

The Issuers plan to use the net proceeds of the offering to repay $790 million of drawings under the Company’s revolving credit facility, which drawings were primarily related to improving the Company’s liquidity position in light of the COVID-19 pandemic and the redemption of $700 million of the Company’s operating partnership units held by MGM Resorts International.

The notes offered will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States or to any U.S. persons absent registration under the Securities Act, or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The notes have been offered only to “qualified institutional buyers” under Rule 144A of the Securities Act or, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the notes, nor shall there be any offer, solicitation or sale of any notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Company gives no assurance that the proposed offering can be completed on any terms or at all.

* * *

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 Securities and Exchange Commission. 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 closing of the offering and expected use of proceeds and 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. Our 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 Securities and Exchange Commission. 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

 

MGM GROWTH PROPERTIES LLC CONTACTS:   
Investment Community    News Media
ANDY H. CHIEN    (702) 669-1480 or media@mgpreit.com

Chief Financial Officer

MGM Growth Properties LLC

  
(702) 669-1470   
v3.20.1
Cover Page
Jun. 02, 2020
Entity Information [Line Items]  
Title of 12(b) Security Class A Shares, no par value
Entity Address, Address Line One 1980 Festival Plaza Drive, Suite #750
Entity Incorporation, State or Country Code DE
Entity File Number 001-37733
Entity Tax Identification Number 47-5513237
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
Document Period End Date Jun. 02, 2020
Entity Registrant Name MGM Growth Properties LLC
Trading Symbol MGP
Security Exchange Name NYSE
Entity Emerging Growth Company false
Written Communications false
Document Type 8-K
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Amendment Flag false
Entity Central Index Key 0001656936
MGM Growth Properties [Member]  
Entity Information [Line Items]  
Entity Incorporation, State or Country Code DE
Entity File Number 333-215571
Entity Tax Identification Number 81-1162318
Entity Registrant Name MGM Growth Properties Operating Partnership LP
Entity Emerging Growth Company false