MGM and/or such subsidiaries will retain approximately 12 million units in New VICI Operating Company. On the closing date of the Mergers, (i) all of the limited partnership units of MGP OP held by MGM and certain of its subsidiaries will be converted into newly issued limited liability company units of New VICI Operating Company, which will serve as a new operating company for the Company, and (ii) following such conversion, New VICI Operating Company will redeem a majority of the newly issued limited liability company units of New VICI Operating Company held by MGM and/or certain of its subsidiaries for total cash consideration of approximately $4.4 billion.
On August 4, 2021, VICI Properties Inc., a Maryland corporation (the “Company”), issued a press release announcing, among other things, the execution of a Master Transaction Agreement (the “Master Transaction Agreement”) dated August 4, 2021, by and among the Company, MGM Growth Properties LLC, a Delaware limited liability company (“MGP”), MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (“MGP OP”), VICI Properties LP, a Delaware limited partnership (“Existing VICI OP”), Venus Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Existing VICI OP (“REIT Merger Sub”), VICI Properties OP LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of the Company (“New VICI Operating Company”), and MGM Resorts International, a Delaware corporation (“MGM”), pursuant to which, among other things, MGP will merge with and into REIT Merger Sub, with REIT Merger Sub surviving the merger (the “REIT Merger”), and immediately thereafter REIT Merger Sub will merge with and into MGP OP, with MGP OP surviving the merger (the “Partnership Merger” and together with the REIT Merger, the “Mergers”).
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