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MGM Growth Properties LLC Announces Closing Of Upsized Public Offering Of Class A Shares

November 22, 2019

LAS VEGAS, Nov. 22, 2019 /PRNewswire/ -- MGM Growth Properties LLC (NYSE: MGP) (the "Company") today announced that it has closed its previously announced underwritten follow-on public offering (the "Offering") of 30,000,000 Class A shares (the "shares") at a public offering price of $31.25 per share. The Company received net proceeds of approximately $540.8 million from the sale of the 18,000,000 shares sold directly to the underwriters. The 18,000,000 shares was increased from the originally announced offering size of 12,000,000 shares. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 4,500,000 shares, on the same terms and conditions. The Company had also previously entered into forward sale agreements with each of J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and BofA Securities (or their respective affiliates) (who are referred to in this capacity as the "forward purchasers") with respect to 12,000,000 shares. In connection with the forward sale agreements and the closing of the offering, the forward purchasers or their affiliates are expected to borrow and sell to the underwriters an aggregate of 12,000,000 shares.

"We are pleased to have achieved another successful follow-on offering," said James Stewart, CEO of the Company. "Through this offering, we have increased our public float by over 31% and de-levered our balance sheet to position ourselves well for the future. We appreciate the continued support of the investment community."

The Company received proceeds from its direct sale of 18,000,000 shares in the offering, but it did not initially receive any proceeds from the sale of shares by the forward purchasers or their affiliates. The Company plans to use the net proceeds from the sale of 18,000,000 shares in the offering and from the physical settlement of the forward sale agreements primarily to repay a portion of the borrowings outstanding under its senior secured term loan A facility and senior secured term loan B facility, which the Company believes will well-position it to be able to agree to and consummate a potential joint venture transaction under discussion with MGM Resorts International ("MGM") and honor any potential redemption of units representing limited partnership units in MGM Growth Properties Operating Partnership LP held by MGM for cash, should MGM elect to exercise any redemption right, if the Company decides to pursue such a transaction, or, alternatively, for general corporate purposes, which could include, among other things, financing future acquisitions or investment opportunities, working capital or to repay other indebtedness. Any proceeds received in connection with an exercise by the underwriters of their overallotment option to purchase 4,500,000 additional shares will be used to repay a portion of the borrowings outstanding under the Company's senior secured term loan A facility or for general corporate purposes.

J.P. Morgan, Morgan Stanley, BofA Securities and Evercore acted as joint lead book-running managers for the offering. Citigroup, Barclays and Scotiabank acted as joint book-running managers for the offering. BNP PARIBAS, Citizens Capital Markets, Credit Agricole CIB, Deutsche Bank Securities, Fifth Third Securities, SMBC, SunTrust Robinson Humphrey and UBS Investment Bank acted as senior co-managers for the offering. KeyBanc Capital Markets, Comerica Securities, Ladenburg Thalmann and Union Gaming are acting as co-managers for the offering.

The offering of these securities was made only pursuant to an effective shelf registration statement previously filed by the Company with the Securities and Exchange Commission ("SEC"),  including a prospectus supplement and the prospectus forming part of the effective registration statement relating to the shares, copies of which may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Telephone: (866) 803-9204; Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC  28255-0001, Attn: Prospectus Department, Email: dg.prospectus_requests@bofa.com; Evercore Group L.L.C., Attn: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, New York 10055, Email: ecm.prospectus@evercore.com, or (888) 474-0200; 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.

About MGM Growth Properties

MGM Growth Properties LLC (NYSE:MGP) is one of the leading publicly traded real estate investment trusts engaged in the acquisition, ownership and leasing of large-scale destination entertainment and leisure resorts, whose diverse amenities include casino gaming, hotel, convention, dining, entertainment and retail offerings. MGP currently owns a portfolio of properties, consisting of 11 premier destination resorts in Las Vegas and elsewhere across the United States, MGM Northfield Park in Northfield, OH, Empire Resort Casino in Yonkers, NY, as well as a retail and entertainment district, The Park in Las Vegas. As of December 31, 2018, our destination resorts, the Park, and MGM Northfield Park collectively comprised approximately 27,400 hotel rooms, 2.7 million convention square footage, 150 retail outlets, 300 food and beverage outlets and 20 entertainment venues. As a growth-oriented public real estate entity, MGP expects its relationship with MGM Resorts and other entertainment providers to attractively position MGP for the acquisition of additional properties across the entertainment, hospitality and leisure industries. For more information about MGP, visit the Company's website at http://www.mgmgrowthproperties.com.

Forward-Looking Statements

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. The Company has based forward-looking statements 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 ability to consummate any potential joint venture transaction and related transactions with MGM and/or unaffiliated third parties, and the ability to recognize any anticipated benefits from such transactions if they are consummated. These forward-looking statements involve a number of risks and uncertainties and 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.

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SOURCE MGM Growth Properties LLC

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