Transformative Acquisitions: MGM Growth Properties & The Venetian Resort
IN 2021, VICI ANNOUNCED TWO TRANSFORMATIVE ACQUISITIONS (1)
Announcement
Date
Total Consideration
Initial Annual Rent
Fixed Rent
Inflation-Protected
Leases
Other
Target Closing
THE
MGM GROWTH PROPERTIES (NYSE: MGP)
THE VENETIAN RESORT
August 4, 2021
$17.2 billion
$1,009 million (2)
EVENETIAN
MGM
JABB
AWOC
KEEZ
A
Hilton Grand Vacations
March 3, 2021
$4.0 billion
$250 million
MGP Class A shareholders will receive 1.366 (3) shares of
newly issued VICI stock - a 15.9% premium to MGP's closing
stock price on August 3, 2021
MGM's MGP OP Units will be redeemed for $4.4 billion in
cash consideration at a value of $43.00 per MGP OP Unit (4)
•
•
•
6.25% cap rate
1.95x underwritten rent coverage
$487 million of underwritten 2019A Adj. EBITDAR (5)
$132 million of Q3 2021 Adj. Property EBITDA (6)
Las Vegas Sands Corp. (NYSE: LVS) has agreed to guarantee
the rent obligations to VICI through 2023 to the extent Adj.
EBITDAR generated by the Venetian Resort is less than $550
million (7)
1H 2022
Q1 2022
LUXOR
VICI
(1) The pending acquisitions of MGM Growth Properties and the Venetian Resort are subject to customary closing conditions and regulatory approvals. (2) Includes $860 million from the MGM Master Lease and $149 million from
the BREIT JV Lease at VICI's 50.1% pro rata share. (3) Fixed exchange ratio represents an agreed upon price of $43.00 per share of MGP Class A shares based on VICI's 5-day VWAP of $31.47 as of July 30, 2021. (4) MGM will retain
~12 million VICI OP Units at an exchange ratio of 1.366x. (5) We have not independently verified this data and are presenting it in accordance with Las Vegas Sands Corp. public disclosure. (6) We have not independently verified
this data and are presenting it in accordance with LVS's public disclosure. For additional information, refer to the financial information included in LVS's public filings with the SEC. (7) Pursuant to the Contingent Lease Support
Agreement between Apollo and LVS to be entered into at closing of the Venetian Resort acquisition, subject to early termination under certain circumstances.
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