MGM Growth Properties LLC (NYSE:MGP) (‘MGP') made a proposal to acquire VICI Properties Inc. (OTCPK:VICI) (‘VICI') from Senator Investment Group LP and other shareholders for $5.9 billion on January 5, 2018. MGP will pay $19.50 as consideration per share, which would be based on a fixed exchange ratio of MGP shares for each outstanding VICI share at the time of the signing of a definitive transaction. MGP would be willing to offer a portion of the consideration in the form of cash.

Upon completion of the proposed transaction, VICI shareholders would own approximately 43% of the combined company based on MGP's current share price. On January 16, 2018, MGP made the proposal public. MGM Growth Properties has substantial financial resources to complete the transaction and its offer is not contingent on any financing condition.

Any transaction would be subject to regulatory and shareholder approvals and other customary closing conditions. The transaction is anticipated to be accretive to MGP's AFFO. Eduardo Gallardo, John Williams, Kevin Masuda, Brian Kniesly and Andy Lance of Gibson, Dunn & Crutcher LLP acted as legal advisor for MGM Growth.