Item 8.01 Other Events.
Financial Information of MGP And MGP OP
As previously disclosed, on
The Company is filing this Current Report on Form 8-K to provide certain
financial information with respect to the proposed Mergers. Specifically, this
Current Report on Form 8-K provides: (1) the audited consolidated financial
statements of MGP and MGP OP as of
Supplemental Risk Factors, VICI Board of Directors' Reasons for the Transactions and Property Statistics of MGP
The Company is also filing this Current Report on Form 8-K to provide certain
supplemental risk factors (the "Supplemental Risk Factors") and the
recommendations of the VICI Board of Directors and its reasons for the
Transactions (the "VICI Reasons for the Transactions") that were originally
reflected in the Registration Statement on Form S-4 filed with the
The Company is also filing this Current Report on Form 8-K to provide certain property statistics of MGP (the "MGP Property Statistics"). The MGP Property Statistics are attached hereto as Exhibit 99.6 and incorporated herein by reference.
Forward Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the proposed transaction described herein, including statements regarding the anticipated benefits of the transaction, the anticipated timing of the transaction and the markets of each company. These forward-looking statements generally are identified by the words "anticipates," "assumes," "believes," "estimates," "expects," "guidance," "intends," "plans," "projects," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would" and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
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Currently, one of the most significant factors that could cause actual outcomes
to differ materially from our forward-looking statements is the impact of the
COVID-19 pandemic on the Company's, MGP's and each company's respective tenants'
financial condition, results of operations, cash flows and performance. The
extent to which the COVID-19 pandemic continues to adversely affect each
company's tenants, and ultimately impacts each company's business, financial
condition, results of operations, cash flows and performance depends on future
developments which cannot be predicted with confidence. Many additional factors
could cause actual future events and results to differ materially from the
forward-looking statements, including but not limited to: (i) the possibility
that the Company stockholders do not approve the proposed transaction or that
other conditions to the closing of the proposed transaction are not satisfied or
waived at all or on the anticipated timeline, (ii) failure to realize the
anticipated benefits of the proposed transaction, including as a result of delay
in completing the proposed transaction, (iii) the risk that MGP's business will
not be integrated successfully or that such integration may be more difficult,
time-consuming or costly than expected, (iv) unexpected costs or liabilities
relating to the proposed transaction, (v) potential litigation relating to the
proposed transaction that could be instituted against the Company or MGP or
their respective directors or officers and the resulting expense or delay,
(vi) the risk that disruptions caused by or relating to the proposed transaction
will harm the Company's or MGP's business, including current plans and
operations, (vii) the ability of the Company or MGP to retain and hire key
personnel, (viii) potential adverse reactions by tenants or other business
partners or changes to business relationships, including joint ventures,
resulting from the announcement or completion of the proposed transaction,
(ix) risks relating to the market value of the Company's common stock to be
issued in the proposed transaction, (x) risks associated with third-party
contracts containing consent and/or other provisions that may be triggered by
the proposed transaction, (xi) the impact of public health crises, such as
pandemics (including the COVID-19 pandemic) and epidemics and any related
company or government policies and actions intended to protect the health and
safety of individuals or government policies or actions intended to maintain the
functioning of national or global economies and markets, (xii) general economic
and market developments and conditions, (xiii) restrictions during the pendency
of the proposed transaction or thereafter that may impact the Company's or MGP's
ability to pursue certain business opportunities or strategic transactions,
(xiv) either company's ability to maintain its status as a real estate
investment trust for
Additional Information about the Proposed Transaction and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between the
Company and MGP. In connection with the Mergers, the Company filed with the
Investors and security holders may obtain free copies of these documents and
other documents filed with the
Participants in the Solicitation
The Company and its directors and executive officers and other members of
management and employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information about the directors
and executive officers of the Company is available in the Company's proxy
statement for its 2021 Annual Meeting of Stockholders, which was filed with the
No Offer or Solicitation
This Current Report on Form 8-K and the information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
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Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses to be Acquired
The audited consolidated financial statements of MGP and MGP OP as of
The unaudited consolidated financial statements of MGP and MGP OP as of
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial statements of the Company
as and for the six month period ended
(d) Exhibits Exhibit No. Description 23.1 Consent ofDeloitte & Touche LLP for MGM Growth Properties LLC 23.2 Consent ofDeloitte & Touche LLP forMGM Growth Properties Operating Partnership LP 99.1 Audited consolidated financial statements of MGM Growth Properties LLC andMGM Growth Properties Operating Partnership LP as ofDecember 31, 2020 and 2019, and for each of the years in the three year period endedDecember 31, 2020 99.2 Unaudited consolidated financial statements of MGM Growth Properties LLC andMGM Growth Properties Operating Partnership LP as ofJune 30, 2021 and for the six month periods endedJune 30, 2021 and 2020 99.3 Unaudited pro forma condensed combined financial statements of the Company as of and for the six month period endedJune 30, 2021 and for the year endedDecember 31, 2020 99.4 Supplemental Risk Factors 99.5 Recommendations of the VICI Board of Directors and Its Reasons for the Transactions 99.6 Property Statistics of MGM Growth Properties LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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