MGP / MGM Growth Properties LLC - Class A - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

MGP / MGM Growth Properties LLC / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.      )* MGM Growth Properties LLC (Name of Issuer) Common Stock (Title of Class of Securities) 55303A105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the rule pursuant to which th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-37733 MGM Growth Properties LLC (Exact name of registrant as specified

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 29, 2022 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM Growth Properties LLC) 001

As filed with the Securities and Exchange Commission on April 29, 2022

As filed with the Securities and Exchange Commission on April 29, 2022 Registration No.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on May 10, 2022, pursuant to the provisions of Rule 12d2-2 (a).

As filed with the Securities and Exchange Commission on April 29, 2022

As filed with the Securities and Exchange Commission on April 29, 2022 Registration No.

UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-37733 (MGM Growth Pro

Subsidiary Guarantors

Exhibit 22.1 List of Guarantor Subsidiaries of MGM Growth Properties Operating Partnership LP The subsidiaries of MGM Growth Properties Operating Partnership LP (the ?Operating Partnership?) listed below have fully and unconditionally guaranteed the Operating Partnership?s (i) 5.625% senior notes due 2024, (ii) 4.500% senior notes due 2026, (iii) 5.750% senior notes due 2027, (iv) 4.500% senior no

MGM GROWTH PROPERTIES REPORTS FIRST QUARTER FINANCIAL RESULTS

Exhibit 99.1 MGM GROWTH PROPERTIES REPORTS FIRST QUARTER FINANCIAL RESULTS Las Vegas, Nevada, April 21, 2022 ? MGM Growth Properties LLC (?MGP? or the ?Company?) (NYSE: MGP) today reported financial results for the quarter ended March 31, 2022. Net income attributable to MGP Class A shareholders for the quarter was $69.4 million, or $0.44 per dilutive share. Financial highlights for the first quar

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 21, 2022 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) Delaware (MGM Growth Properties LLC) 001

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 18, 2022 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM Growth Properties LLC) 001

Certification of Chief Financial Officer of MGM Growth Properties LLC pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EX-31.7 Exhibit 31.7 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Andy H. Chien, certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of MGM Growth Properties LLC; and 2. Based on my knowledge, this report does not contain any untrue sta

Certification of Chief Financial Officer of MGM Growth Properties Operating Partnership LP pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EX-31.8 Exhibit 31.8 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Andy H. Chien, certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of MGM Growth Properties Operating Partnership LP; and 2. Based on my knowledge, this report does not c

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December

Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Form of Restricted Share Unit Agreement (for awards granted in November 2021 and thereafter)

Exhibit 10.48 MGM GROWTH PROPERTIES LLC FORM OF RESTRICTED SHARE UNITS AGREEMENT No. of Restricted Share Units: [?] This Restricted Share Units Agreement (including its Exhibit, the ?Agreement?) is made by and between MGM Growth Properties LLC, a Delaware limited liability company (the ?Company?), and [?] (the ?Participant?) with an effective date of [?]. RECITALS A. The Board of Directors of the

Audited financial statements of MGP BREIT Venture 1 LLC as of December 31, 2021 and 2020, and for the year ended December 31, 2021 and for the period from February 14, 2020 (Date of Inception) through December 31, 2020

Exhibit 99.1 MGP BREIT VENTURE 1 LLC Consolidated Financial Statements as of December 31, 2021 and 2020, and for the year ended December 31, 2021, and for the period from February 14, 2020 (Date of Inception) through December 31, 2020 and Independent Auditor?s Report MGP BREIT VENTURE 1 LLC AND SUBSIDIARIES I N D E X Page Independent Auditor?s Report i Consolidated Balance Sheets as of December 31

Subsidiary Guarantors

Exhibit 22.1 List of Guarantor Subsidiaries of MGM Growth Properties Operating Partnership LP The subsidiaries of MGM Growth Properties Operating Partnership LP (the ?Operating Partnership?) listed below have fully and unconditionally guaranteed the Operating Partnership?s (i) 5.625% senior notes due 2024, (ii) 4.500% senior notes due 2026, (iii) 5.750% senior notes due 2027, (iv) 4.500% senior no

Subsidiaries of MGM Growth Properties LLC

Exhibit 21.1 Subsidiaries of MGM Growth Properties LLC Listed below are the majority-owned subsidiaries of MGM Growth Properties LLC as of December 31, 2021. Subsidiary Jurisdiction of Incorporation MGM Growth Properties OP GP LLC Delaware MGM Growth Properties Operating Partnership LP Delaware MGP Finance Co-Issuer Inc. Delaware MGP Lessor Holdings, LLC Delaware MGP Lessor, LLC Delaware MGM Sprin

Subsidiaries of MGM Growth Properties Operating Partnership LP

Exhibit 21.2 Subsidiaries of MGM Growth Properties Operating Partnership LP Listed below are the majority-owned subsidiaries of MGM Growth Properties Operating Partnership LP as of December 31, 2021. Subsidiary Jurisdiction of Incorporation MGP Finance Co-Issuer Inc. Delaware MGP Lessor Holdings, LLC Delaware MGP Lessor, LLC Delaware MGM Springfield reDevelopment, LLC Massachusetts MGP Yonkers Rea

Second Omnibus Amendment to Performance Share Units

Exhibit 10.33 MGM GROWTH PROPERTIES LLC SECOND OMNIBUS AMENDMENT TO PERFORMANCE SHARE UNITS This Second Omnibus Amendment to Performance Share Units (the ?Amendment?) is made by and between MGM Growth Properties LLC, a Delaware limited liability company (the ?Company?) and (the ?Participant?) with an effective date of December 24, 2021 (the ?Amendment Date?). RECITALS A. The Participant has previo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-37733 (MGM Growth Proper

MGP / MGM Growth Properties LLC / Capital World Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MGM Growth Properties LLC (Name of Issuer) Class A Common Stock (Title of Class of Securities) 55303A105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

MGP / MGM Growth Properties LLC / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5 )* MGM Growth Properties LLC (Name of Issuer) Class A Common Stock (Title of Class of Securities) 55303A105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

MGP / MGM Growth Properties LLC / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: MGM Growth Properties LLC Class A Title of Class of Securities: REIT CUSIP Number: 55303A105 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is fi

MGP / MGM Growth Properties LLC / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ?????)* MGM Growth Properties LLC (Name of Issuer) Common Stock (Title of Class of Securities) 55303A105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the rule pursuant to which th

MGM GROWTH PROPERTIES REPORTS FOURTH QUARTER AND FULL YEAR FINANCIAL RESULTS

Exhibit 99.1 MGM GROWTH PROPERTIES REPORTS FOURTH QUARTER AND FULL YEAR FINANCIAL RESULTS Las Vegas, Nevada, February 10, 2022 ? MGM Growth Properties LLC (?MGP? or the ?Company?) (NYSE: MGP) today reported financial results for the quarter and year ended December 31, 2021. Net income attributable to MGP Class A shareholders for the quarter was $52.0 million, or $0.33 per dilutive share, and for t

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 10, 2022 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) Delaware (MGM Growth Properties LLC)

UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-37733 (MGM Growth

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 3, 2021 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) Delaware (MGM Growth Properties LLC) 0

Subsidiary Guarantors

Exhibit 22.1 List of Guarantor Subsidiaries of MGM Growth Properties Operating Partnership LP The subsidiaries of MGM Growth Properties Operating Partnership LP (the ?Operating Partnership?) listed below have fully and unconditionally guaranteed the Operating Partnership?s (i) 5.625% senior notes due 2024, (ii) 4.500% senior notes due 2026, (iii) 5.750% senior notes due 2027, (iv) 4.500% senior no

MGM GROWTH PROPERTIES REPORTS THIRD QUARTER FINANCIAL RESULTS

Exhibit 99.1 MGM GROWTH PROPERTIES REPORTS THIRD QUARTER FINANCIAL RESULTS Las Vegas, Nevada, November 3, 2021 ? MGM Growth Properties LLC (?MGP? or the ?Company?) (NYSE: MGP) today reported financial results for the quarter ended September 30, 2021. Net income attributable to MGP Class A shareholders for the quarter was $50.0 million, or $0.32 per dilutive share. Financial highlights for the thir

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 29, 2021 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM Growth Properties LLC) 0

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 22, 2021 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM Growth Properties LLC) 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 22, 2021 VICI Properties

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 22, 2021 VICI Properties Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 001-38372 81-4177147 (State or Other Jurisdiction of Incorporation) (Commission F

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 23, 2021 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM Growth Properties LLC)

Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of August 12, 2016, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee.

Exhibit 4.2 SEVENTH SUPPLEMENTAL INDENTURE TO INDENTURE SEVENTH SUPPLEMENTAL INDENTURE (this ?Seventh Supplemental Indenture?), dated as of September 23, 2021, among MGP Finance Co-Issuer, Inc., a Delaware corporation (the ?Co-Issuer?), MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (the ?Issuer? and, together with the Co-Issuer, the ?Issuers?), the Subsidiary Guara

Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of September 21, 2017, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee.

Exhibit 4.3 SEVENTH SUPPLEMENTAL INDENTURE TO INDENTURE SEVENTH SUPPLEMENTAL INDENTURE (this ?Seventh Supplemental Indenture?), dated as of September 23, 2021, among MGP Finance Co-Issuer, Inc., a Delaware corporation (the ?Co-Issuer?), MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (the ?Issuer? and, together with the Co-Issuer, the ?Issuers?), the Subsidiary Guara

First Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of November 19, 2020, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee.

Exhibit 4.6 FIRST SUPPLEMENTAL INDENTURE TO INDENTURE FIRST SUPPLEMENTAL INDENTURE (this ?First Supplemental Indenture?), dated as of September 23, 2021, among MGP Finance Co-Issuer, Inc., a Delaware corporation (the ?Co-Issuer?), MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (the ?Issuer? and, together with the Co-Issuer, the ?Issuers?), the Subsidiary Guarantors

Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of April 20, 2016, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee.

Exhibit 4.1 SEVENTH SUPPLEMENTAL INDENTURE TO INDENTURE SEVENTH SUPPLEMENTAL INDENTURE (this ?Seventh Supplemental Indenture?), dated as of September 23, 2021, among MGP Finance Co-Issuer, Inc., a Delaware corporation (the ?Co-Issuer?), MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (the ?Issuer? and, together with the Co-Issuer, the ?Issuers?), the Subsidiary Guara

Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of January 25, 2019, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee.

Exhibit 4.4 SEVENTH SUPPLEMENTAL INDENTURE TO INDENTURE SEVENTH SUPPLEMENTAL INDENTURE (this ?Seventh Supplemental Indenture?), dated as of September 23, 2021, among MGP Finance Co-Issuer, Inc., a Delaware corporation (the ?Co-Issuer?), MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (the ?Issuer? and, together with the Co-Issuer, the ?Issuers?), the Subsidiary Guara

First Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of June 5, 2020, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee.

Exhibit 4.5 FIRST SUPPLEMENTAL INDENTURE TO INDENTURE FIRST SUPPLEMENTAL INDENTURE (this ?First Supplemental Indenture?), dated as of September 23, 2021, among MGP Finance Co-Issuer, Inc., a Delaware corporation (the ?Co-Issuer?), MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (the ?Issuer? and, together with the Co-Issuer, the ?Issuers?), the Subsidiary Guarantors

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement MGM GROWTH PROPERT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 13, 2021 VICI Propertie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 13, 2021 VICI Properties Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 001-38372 81-4177147 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 8, 2021 VICI Properties

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 8, 2021 VICI Properties Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 001-38372 81-4177147 (State or Other Jurisdiction of Incorporation) (Commission

Transcript – Ed Pitoniak, CEO of VICI Properties, on FOX Business Network, Claman Countdown

Filed by VICI Properties Inc. (Commission File No. 001-38372) pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: MGM Growth Properties LLC and MGM Growth Properties Operating Partnership LP (Commission File No. 001-37733 and 333-215571, respectively) Transcript ? Ed Pitoniak, CEO of VICI Proper

Transcript: Ed Pitoniak, CEO of VICI Properties, at the Benzinga Reopening Stocks Summit

Filed by VICI Properties Inc. (Commission File No. 001-38372) pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: MGM Growth Properties LLC and MGM Growth Properties Operating Partnership LP (Commission File No. 001-37733 and 333-215571, respectively) Transcript: Ed Pitoniak, CEO of VICI Propert

Transcript: Ed Pitoniak, CEO of VICI Properties on Bloomberg Markets

425 1 vici425-bloombergmarketstr.htm 425 Filed by VICI Properties Inc. (Commission File No. 001-38372) pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: MGM Growth Properties LLC and MGM Growth Properties Operating Partnership LP (Commission File No. 001-37733 and 333-215571, respectively) Tra

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 6, 2021 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) Delaware (MGM Growth Properties LLC) 001

UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-37733 (MGM Growth Prop

MGM GROWTH PROPERTIES REPORTS SECOND QUARTER FINANCIAL RESULTS

Exhibit 99.1 MGM GROWTH PROPERTIES REPORTS SECOND QUARTER FINANCIAL RESULTS Las Vegas, Nevada, August 6, 2021 ? MGM Growth Properties LLC (?MGP? or the ?Company?) (NYSE: MGP) today reported financial results for the quarter ended June 30, 2021. Net income attributable to MGP Class A shareholders for the quarter was $43.9 million, or $0.28 per dilutive share. Financial highlights for the second qua

Omnibus Amendment to Restricted Share Units and Performance Share Units (incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q filed on August 6, 2021)

Exhibit 10.1 MGM GROWTH PROPERTIES LLC OMNIBUS AMENDMENT TO RESTRICTED SHARE UNITS AND PERFORMANCE SHARE UNITS This Agreement is made by and between MGM Growth Properties LLC, a Delaware limited liability company (the ?Company?), and [?] (the ?Participant?) with an effective date of [?] (the ?Amendment Date?). RECITALS A. The Participant has previously received one or more awards of Restricted Sha

Subsidiary Guarantors

Exhibit 22.1 List of Guarantor Subsidiaries of MGM Growth Properties Operating Partnership LP The subsidiaries of MGM Growth Properties Operating Partnership LP (the ?Operating Partnership?) listed below have fully and unconditionally guaranteed the Operating Partnership?s (i) 5.625% senior notes due 2024, (ii) 4.500% senior notes due 2026, (iii) 5.750% senior notes due 2027, (iv) 4.500% senior no

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 4, 2021 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM Growth Properties LLC) 001

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 4, 2021 VICI Properties In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 4, 2021 VICI Properties Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 001-38372 81-4177147 (State or Other Jurisdiction of Incorporation) (Commission Fil

Master Transaction Agreement, by and among MGM Resorts International, MGM Growth Properties LLC, MGM Growth Properties Operating Partnership LP, VICI Properties Inc., Venus Sub LLC, VICI Properties L.P. and VICI Properties OP LLC, dated as of August 4, 2021* (incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed with the Commission on August 5, 2021)

Exhibit 2.1 MASTER TRANSACTION AGREEMENT BY AND AMONG MGM GROWTH PROPERTIES LLC, MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP, VICI PROPERTIES INC., VICI PROPERTIES OP LLC, VICI PROPERTIES L.P., VENUS SUB LLC AND MGM RESORTS INTERNATIONAL DATED AS OF AUGUST 4, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 Section 1.1 Definitions 3 Section 1.2 Interpretation and Rules of Construction 20 ART

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Filed by VICI Properties Inc. (Commission File No. 001-38372) pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: MGM Growth Properties LLC and MGM Growth Properties Operating Partnership LP (Commission File No. 001-37733 and 333-215571, respectively) *** The following is a transcript of a call

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 4, 2021 VICI Properties In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 4, 2021 VICI Properties Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 001-38372 81-4177147 (State or Other Jurisdiction of Incorporation) (Commission Fil

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Filed by VICI Properties Inc. (Commission File No. 001-38372) pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: MGM Growth Properties LLC and MGM Growth Properties Operating Partnership LP (Commission File No. 001-37733 and 333-215571, respectively) Ed Pitoniak, CEO, VICI Properties Interview

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 4, 2021 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) Delaware (MGM Growth Properties LLC) 001

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 12, 2021 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM Growth Properties LLC) 001-3

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) Class A shares representing limited liability company interests $117,659,671 $?

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-238453 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) Class A shares representing limited liability company interests $117,659,671 $? (1) Calculated in accordance with Rule 457(o) under the Securities Act of 1933, as ame

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 5, 2021 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM Growth Properties LLC) 001-37

Quarterly Report - 10-Q

UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-37733 (MGM Growth Pro

Omnibus Amendment to Relative Performance Share Units (incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q filed on April 30, 2021)

Exhibit 10.1 MGM GROWTH PROPERTIES LLC OMNIBUS AMENDMENT TO PERFORMANCE SHARE UNITS This Agreement is made by and between MGM Growth Properties LLC, a Delaware limited liability company (the ?Company?), and [?] (the ?Participant?) with an effective date of [?] (the ?Amendment Date?). RECITALS A. The Participant has previously received one or more awards of Performance Share Units pursuant to the M

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 30, 2021 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) Delaware (MGM Growth Properties LLC) 001

Subsidiary Guarantors

Exhibit 22.1 List of Guarantor Subsidiaries of MGM Growth Properties Operating Partnership LP The subsidiaries of MGM Growth Properties Operating Partnership LP (the ?Operating Partnership?) listed below have fully and unconditionally guaranteed the Operating Partnership?s (i) 5.625% senior notes due 2024, (ii) 4.500% senior notes due 2026, (iii) 5.750% senior notes due 2027, (iv) 4.500% senior no

MGM GROWTH PROPERTIES REPORTS FIRST QUARTER FINANCIAL RESULTS

Exhibit 99.1 MGM GROWTH PROPERTIES REPORTS FIRST QUARTER FINANCIAL RESULTS Las Vegas, Nevada, April 30, 2021 – MGM Growth Properties LLC (“MGP” or the “Company”) (NYSE: MGP) today reported financial results for the quarter ended March 31, 2021. Net income attributable to MGP Class A shareholders for the quarter was $59.6 million, or $0.44 per dilutive share. Financial highlights for the first quar

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 28, 2021 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) Delaware (MGM Growth Properties LLC) 001

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 12, 2021 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) Delaware (MGM Growth Properties LLC) 001

Amended and Restated Change of Control Policy for Executive Officers (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on April 15, 2021)

EFFECTIVE APRIL 12, 2021 MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP AMENDED AND RESTATED CHANGE OF CONTROL POLICY FOR EXECUTIVE OFFICERS 1.

- FORM DEFA14A

DEFA14A 1 nc10017767x3defa14a.htm FORM DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commiss

Proxy Statement

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitte

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 10, 2021 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM Growth Properties LLC) 001

Underwriting Agreement, dated March 10, 2021, by and among (i) MGM Growth Properties LLC, (ii) MGM Growth Properties Operating Partnership LP and (iii) BofA Securities, Inc., J.P. Morgan Securities LLC, Barclays Capital Inc. and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein

Exhibit 1.1 Execution Version MGM Growth Properties LLC (a Delaware limited liability company) 19,000,000 Class A Common Shares UNDERWRITING AGREEMENT Dated: March 10, 2021 MGM Growth Properties LLC (a Delaware limited liability company) 19,000,000 Class A Common Shares UNDERWRITING AGREEMENT March 10, 2021 BofA Securities, Inc. J.P. Morgan Securities LLC Barclays Capital Inc. Scotia Capital (USA)

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(2) Class A shares representin

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-238453 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(2) Class A shares representing limited liability company interests 21,850,000 $32.15 $702,477,500 $7

Excerpts from the Preliminary Prospectus Supplement of MGM Growth Properties LLC, dated March 10, 2021

Exhibit 99.1 Excerpts from the Preliminary Prospectus Supplement of MGM Growth Properties LLC, dated March 10, 2021 Except as otherwise stated, or unless the context otherwise requires, all references herein to (i) ?we,? ?us,? ?our,? ?our company,? ?the Company? or ?MGP? refer to MGM Growth Properties LLC and its consolidated subsidiaries, including MGM Growth Properties Operating Partnership LP (

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 10, 2021 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) Delaware (MGM Growth Properties LLC) 001

SUBJECT TO COMPLETION, DATED MARCH 10, 2021

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-238453 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell the Class A shares and are not a solicitation of an offer to buy the Class A shares in any jurisdiction where the offer or sale is

Subsidiaries of MGM Growth Properties LLC

Exhibit 21.1 Subsidiaries of MGM Growth Properties LLC Listed below are the majority-owned subsidiaries of MGM Growth Properties LLC as of December 31, 2020. Subsidiary Jurisdiction of Incorporation MGM Growth Properties OP GP LLC Delaware MGM Growth Properties Operating Partnership LP Delaware MGP Finance Co-Issuer Inc. Delaware MGP Lessor Holdings, LLC Delaware MGP Lessor, LLC Delaware MGP Yonke

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-37733 (MGM Growth Proper

Audited financial statements of MGP BREIT Venture 1 LLC as of December 31, 2020 and for the period of February 14, 2020 (Date of Inception) to December 31, 2020

Exhibit 99.1 MGP BREIT VENTURE 1 LLC Consolidated Financial Statements as of December 31, 2020 and for the period from February 14, 2020 (Date of Inception) through December 31, 2020 and Independent Auditors? Report MGP BREIT VENTURE 1 LLC AND SUBSIDIARIES I N D E X Page Independent Auditors? Report i Consolidated Balance Sheet as of December 31, 2020 1 Consolidated Statement of Operations for the

Subsidiaries of MGM Growth Properties Operating Partnership LP

Exhibit 21.2 Subsidiaries of MGM Growth Properties Operating Partnership LP Listed below are the majority-owned subsidiaries of MGM Growth Properties Operating Partnership LP as of December 31, 2020. Subsidiary Jurisdiction of Incorporation MGP Finance Co-Issuer Inc. Delaware MGP Lessor Holdings, LLC Delaware MGP Lessor, LLC Delaware MGP Yonkers Realty Sub, LLC New York YRL Associates L.P. New Yor

Form of Performance Share Unit Agreement (for awards granted in November 2019 and thereafter) (incorporated by reference to Exhibit 10.43 of our Annual Report on Form 10-K filed on February 23, 2021)

Exhibit 10.43 MGM GROWTH PROPERTIES LLC FORM OF PERFORMANCE SHARE UNITS AGREEMENT Target No. of Performance Share Units: [?] This Agreement (including its Exhibits, the ?Agreement?) is made by and between MGM Growth Properties LLC, a Delaware limited liability company (the ?Company?), and [?] (the ?Participant?) with an effective date of [?] (the ?Effective Date?). RECITALS A. The Board of Directo

Form of Restricted Share Unit Agreement (for awards granted in November 2019 and thereafter) (incorporated by reference to Exhibit 10.42 of our Annual Report on Form 10-K filed on February 23, 2021)

Exhibit 10.42 MGM GROWTH PROPERTIES LLC FORM OF RESTRICTED SHARE UNITS AGREEMENT No. of Restricted Share Units: [?] This Restricted Share Units Agreement (including its Exhibit, the ?Agreement?) is made by and between MGM Growth Properties LLC, a Delaware limited liability company (the ?Company?), and [?] (the ?Participant?) with an effective date of [?]. RECITALS A. The Board of Directors of the

Exhibit 4.15

Exhibit 4.15 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 MGM Growth Properties LLC (the ?Company,? ?we,? ?us? or ?our?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): our Class A shares representing limited liability company interest in the compa

Subsidiary Guarantors

Exhibit 22.1 List of Guarantor Subsidiaries of MGM Growth Properties Operating Partnership LP The subsidiaries of MGM Growth Properties Operating Partnership LP (the ?Operating Partnership?) listed below have fully and unconditionally guaranteed the Operating Partnership?s (i) 5.625% senior notes due 2024, (ii) 4.500% senior notes due 2026, (iii) 5.750% senior notes due 2027, (iv) 4.500% senior no

MGM GROWTH PROPERTIES REPORTS FOURTH QUARTER AND FULL YEAR FINANCIAL RESULTS

Exhibit 99.1 MGM GROWTH PROPERTIES REPORTS FOURTH QUARTER AND FULL YEAR FINANCIAL RESULTS Las Vegas, Nevada, February 16, 2021 – MGM Growth Properties LLC (“MGP” or the “Company”) (NYSE: MGP) today reported financial results for the quarter and year ended December 31, 2020. Net income attributable to MGP Class A shareholders for the quarter was $41.5 million, or $0.31 per dilutive share, and for t

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 16, 2021 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) Delaware (MGM Growth Properties LLC)

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* MGM Growth Properties LLC (Name of Issuer) Class A Common Stock (Title of Class of Securities) 55303A105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHA

CUSIP No. 55303A105 13G Page 1 of 11 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.1)* MGM Growth Properties LLC-A (Name of Issuer) Common Stock (Title of Class of Se

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHA

CUSIP No. 55303A105 13G Page 1 of 11 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.1)* MGM Growth Properties LLC-A (Name of Issuer) Common Stock (Title of Class of Se

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHA

SC 13G/A 1 c101110sc13ga.htm CUSIP No. 55303A105 13G Page 1 of 11 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.1)* MGM Growth Properties LLC-A (Name of Issuer) Commo

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHA

CUSIP No. 55303A105 13G Page 1 of 11 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.1)* MGM Growth Properties LLC-A (Name of Issuer) Common Stock (Title of Class of Se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.      )* MGM Growth Properties LLC (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.      )* MGM Growth Properties LLC (Name of Issuer) Common Stock (Title of Class of Securities) 55303A105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the rule pursuant to which th

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 10, 2021 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) Delaware (MGM Growth Properties LLC)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)*

SC 13G/A 1 tv01388-mgmgrowthpropertiesl.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: MGM Growth Properties LLC Class A Title of Class of Securities: REIT CUSIP Number: 55303A105 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* MGM Growth Properties LLC (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) D

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* MGM Growth Properties LLC (Name of Issuer) Common Stock (Title of Class of Securities) 55303A105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 19, 2020 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM Growth Properties LLC)

Indenture, dated as of November 19, 2020, among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors named therein, and U.S. Bank National Association as Trustee (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed on November 20, 2020)

EX-4.1 Exhibit 4.1 MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP and MGP FINANCE CO-ISSUER, INC., as Issuers, THE SUBSIDIARY GUARANTORS PARTY HERETO, as Subsidiary Guarantors and U.S. BANK NATIONAL ASSOCIATION, as Trustee 3.875% SENIOR NOTES DUE 2029 INDENTURE DATED AS OF NOVEMBER 19, 2020 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Secti

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 17, 2020 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM Growth Properties LLC)

MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP ANNOUNCES PRICING OF UPSIZED $750 MILLION SENIOR NOTES OFFERING

Exhibit 99.1 PRESS RELEASE For Immediate Release MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP ANNOUNCES PRICING OF UPSIZED $750 MILLION SENIOR NOTES OFFERING Las Vegas, Nevada, November 17, 2020 ? MGM Growth Properties Operating Partnership LP (the ?Operating Partnership?) and MGP Finance Co-Issuer, Inc. (together, the ?Issuers?), consolidated subsidiaries of MGM Growth Properties LLC (NYSE: MGP

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 17, 2020 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM Growth Properties LLC)

MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP ANNOUNCES PROPOSED PRIVATE OFFERING

EX-99.1 Exhibit 99.1 PRESS RELEASE For Immediate Release MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP ANNOUNCES PROPOSED PRIVATE OFFERING Las Vegas, Nevada, November 17, 2020 — MGM Growth Properties Operating Partnership LP (the “Operating Partnership”) and MGP Finance Co-Issuer, Inc. (together, the “Issuers”), consolidated subsidiaries of MGM Growth Properties LLC (NYSE: MGP) (the “Company”), t

Second Amendment to Loan Agreement, dated as of May 1, 2020, among Mandalay PropCo, LLC and MGM Grand PropCo, LLC, collectively as Borrower, and Citi Real Estate Funding Inc., Barclays Capital Real Estate Inc., Deutsche Bank AG, New York Branch, Société Générale Financial Corporation and Citi Real Estate Funding Inc., collectively, as Lender (incorporated by reference to Exhibit 10.1 of our Current Report on Form 10-Q filed on November 2, 2020)

exhibit101 SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of May 1, 2020 among MANDALAY PROPCO, LLC and MGM GRAND PROPCO, LLC , collectively, as Borrower and CITI REAL ESTATE FUNDING INC.

Third Amendment to Loan Agreement, dated as of July 15, 2020, among Mandalay PropCo, LLC and MGM Grand PropCo, LLC, collectively as Borrower, and Wilmington Trust, National Association, solely in its capacity as trustee for the benefit of the holders of BX Commercial Mortgage Trust 2020-VIVA, Commercial Mortgage Pass-Through Certificates, Series 2020-VIVA, as Lender (incorporated by reference to Exhibit 10.2 of our Current Report on Form 10-Q filed on November 2, 2020)

exhibit102 EXECUTION VERSION THIRD AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of July 15, 2020 among MANDALAY PROPCO, LLC and MGM GRAND PROPCO, LLC, collectively, as Borrower and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as trustee on behalf of the holders of BX Commercial Mortgage Trust 2020-VIVA, Commercial Mortgage Pass- Through Certificates, Series 2020-VIVA, and on behalf of the holders of the Notes, as Lender 26837339.

MGM GROWTH PROPERTIES REPORTS THIRD QUARTER FINANCIAL RESULTS

Exhibit 99.1 MGM GROWTH PROPERTIES REPORTS THIRD QUARTER FINANCIAL RESULTS Las Vegas, Nevada, November 2, 2020 – MGM Growth Properties LLC (“MGP” or the “Company”) (NYSE: MGP) today reported financial results for the quarter ended September 30, 2020. Earnings attributable to MGP’s Class A shareholders for the quarter was $43.4 million, or $0.34 per diluted share. Other financial highlights for the

Subsidiary Guarantors

Exhibit 22.1 List of Guarantor Subsidiaries of MGM Growth Properties Operating Partnership LP The subsidiaries of MGM Growth Properties Operating Partnership LP (the “Operating Partnership”) listed below have fully and unconditionally guaranteed the Operating Partnership’s (i) 5.625% senior notes due 2024, (ii) 4.500% senior notes due 2026, (iii) 5.750% senior notes due 2027, (iv) 4.500% senior no

- 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 2, 2020 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) Delaware (MGM Growth Properties LLC) 0

Quarterly Report - 10-Q

UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-37733 (MGM Growth

Regulation FD Disclosure - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 29, 2020 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) Delaware (MGM Growth Properties LLC) 0

Subsidiary Guarantors

Exhibit 22.1 List of Guarantor Subsidiaries of MGM Growth Properties Operating Partnership LP The subsidiaries of MGM Growth Properties Operating Partnership LP (the “Operating Partnership”) listed below have fully and unconditionally guaranteed the Operating Partnership’s (i) 5.625% senior notes due 2024, (ii) 4.500% senior notes due 2026, (iii) 5.750% senior notes due 2027, (iv) 4.500% senior no

Quarterly Report - 10-Q

UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-37733 (MGM Growth Prop

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 4, 2020 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) Delaware (MGM Growth Properties LLC) 001

MGM GROWTH PROPERTIES REPORTS SECOND QUARTER FINANCIAL RESULTS

Exhibit 99.1 MGM GROWTH PROPERTIES REPORTS SECOND QUARTER FINANCIAL RESULTS Las Vegas, Nevada, August 4, 2020 – MGM Growth Properties LLC (“MGP” or the “Company”) (NYSE: MGP) today reported financial results for the quarter ended June 30, 2020. Earnings attributable to MGP’s Class A shareholders for the quarter was $41.0 million, or $0.30 per diluted share. Other financial highlights for the secon

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 30, 2020 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) Delaware (MGM Growth Properties LLC) 001-

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 30, 2020 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) Delaware (MGM Growth Properties LLC) 001-

MGM GROWTH PROPERTIES APPOINTS KATHRYN COLEMAN AND CHARLES IRVING TO THE BOARD OF DIRECTORS

Exhibit 99.1 MGM GROWTH PROPERTIES APPOINTS KATHRYN COLEMAN AND CHARLES IRVING TO THE BOARD OF DIRECTORS Las Vegas, Nevada, July 1, 2020 — MGM Growth Properties LLC (NYSE: MGP) (the “Company”) today announced that Kathryn (“Katie”) Coleman and Charles (“Chuck”) Irving have been appointed to the Company's Board of Directors, effective July 1, 2020. With these appointments, the Company's Board has b

Indenture, dated as of June 5, 2020, among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of MGM Growth Properties LLC and MGM Growth Properties Operating Partnership LP filed on June 5, 2020).

EX-4.1 Exhibit 4.1 Execution Version MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP and MGP FINANCE CO-ISSUER, INC., as Issuers, THE SUBSIDIARY GUARANTORS PARTY HERETO, as Subsidiary Guarantors and U.S. BANK NATIONAL ASSOCIATION, as Trustee 4.625% SENIOR NOTES DUE 2025 INDENTURE DATED AS OF JUNE 5, 2020 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Defini

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 5, 2020 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM Growth Properties LLC) 001-3

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 2, 2020 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM Growth Properties LLC) 001-3

MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP ANNOUNCES PRICING OF UPSIZED $800 MILLION SENIOR NOTES OFFERING

EX-99.1 Exhibit 99.1 PRESS RELEASE For Immediate Release MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP ANNOUNCES PRICING OF UPSIZED $800 MILLION SENIOR NOTES OFFERING Las Vegas, Nevada, June 2, 2020 — MGM Growth Properties Operating Partnership LP and MGP Finance Co-Issuer, Inc. (together, the “Issuers”), consolidated subsidiaries of MGM Growth Properties LLC (NYSE: MGP) (the “Company”), have pri

MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP ANNOUNCES PROPOSED PRIVATE OFFERING

EX-99.1 Exhibit 99.1 PRESS RELEASE For Immediate Release MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP ANNOUNCES PROPOSED PRIVATE OFFERING Las Vegas, Nevada, June 2, 2020 — MGM Growth Properties Operating Partnership LP (the “Operating Partnership”) and MGP Finance Co-Issuer, Inc. (together, the “Issuers”), consolidated subsidiaries of MGM Growth Properties LLC (NYSE: MGP) (the “Company”), today

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 2, 2020 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM Growth Properties LLC) 001-3

- S-3ASR

S-3ASR 1 d910766ds3asr.htm S-3ASR Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MGM Growth Properties LLC (Exact name of registrant as specified in its charter) Delaware 47-5513237 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 1980 Fe

MGP / MGM Growth Properties LLC / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* MGM Growth Properties LLC (Name of Issuer) Common Stock (Title of Class of Securities) 55303A105 (CUSIP Number) April 30, 2020 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the rule pursuant to which this Sche

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 6, 2020 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) Delaware (MGM Growth Properties LLC) 001-37

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 5, 2020 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM Growth Properties LLC) 001-37

Sixth Supplemental Indenture to the Indentures, dated as of February 12, 2020, among MGP Lessor II, LLC, MGP Finance Co-Issuer, Inc., MGM Growth Properties Operating Partnership LP, the Subsidiary Guarantors named therein, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 of the Current Report on Form 10-Q filed on May 5, 2020)

Exhibit 4.2 SIXTH SUPPLEMENTAL INDENTURE TO THE INDENTURES SIXTH SUPPLEMENTAL INDENTURE (this “Sixth Supplemental Indenture”), dated as of February 12, 2020, among MGP Lessor II, LLC, a Delaware limited liability company ( the “Guaranteeing Entity”), MGP Finance Co-Issuer, Inc., a Delaware corporation (the “Co-Issuer”), MGM Growth Properties Operating Partnership LP, a Delaware limited partnership

Fifth Supplemental Indenture to the Indentures, dated as of January 22, 2020, among YRL Associates, L.P., MGP Yonkers Realty Sub, LLC, MGP Finance Co-Issuer, Inc., MGM Growth Properties Operating Partnership LP, the Subsidiary Guarantors named therein, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the Current Report on Form 10-Q filed on May 5, 2020)

Exhibit 4.1 FIFTH SUPPLEMENTAL INDENTURE TO THE INDENTURES FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of January 22, 2020, among YRL Associates, L.P., a New York limited partnership (“YRL”) and MGP Yonkers Realty Sub, LLC, a New York limited liability company (“MGP Yonkers” and, together with YRL, the “Guaranteeing Entities”), MGP Finance Co-Issuer, Inc., a Delawa

Subsidiary Guarantors

Exhibit 22.1 List of Guarantor Subsidiaries of MGM Growth Properties Operating Partnership LP As of March 31, 2020, the subsidiaries of MGM Growth Properties Operating Partnership LP (the “Operating Partnership”) listed below have fully and unconditionally guaranteed the Operating Partnership’s (i) 5.625% senior notes due 2024, (ii) 4.500% senior notes due 2026, (iii) 5.750% senior notes due 2027

First Amendment to Loan Agreement, dated as of March 30, 2020, among Mandalay Bay PropCo, LLC and MGM Grand PropCo, LLC, collectively as Borrower, and Citi Real Estate Funding Inc., Barclays Capital Real Estate Inc., Deutsche Bank AG, New York Branch, Société Générale Financial Corporation and Citi Real Estate Funding Inc., collectively, as Lender (incorporated by reference to Exhibit 10.5 of our Current Report on Form 10-Q filed on May 5, 2020)

Exhibit 10.5 FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of March 30, 2020 among MANDALAY PROPCO, LLC and MGM GRAND PROPCO, LLC, collectively, as Borrower and CITI REAL ESTATE FUNDING INC., BARCLAYS CAPITAL REAL ESTATE INC., DEUTSCHE BANK AG, NEW YORK BRANCH and SOCIÉTÉ GÉNÉRALE FINANCIAL CORPORATION, collectively, as Lender FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN

MGM GROWTH PROPERTIES REPORTS FIRST QUARTER FINANCIAL RESULTS

Exhibit 99.1 MGM GROWTH PROPERTIES REPORTS FIRST QUARTER FINANCIAL RESULTS Las Vegas, Nevada, May 5, 2020 – MGM Growth Properties LLC (“MGP” or the “Company”) (NYSE: MGP) today reported financial results for the quarter ended March 31, 2020. Net loss attributable to MGP’s Class A shareholders for the quarter was $49.7 million, or $0.40 per diluted share. Other financial highlights for the first qu

Quarterly Report - 10-Q

UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-37733 (MGM Growth Pro

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 5, 2020 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) Delaware (MGM Growth Properties LLC) 001-37

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 30, 2020 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) Delaware (MGM Growth Properties LLC) 001

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 30, 2020 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) Delaware (MGM Growth Properties LLC) 001

FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of March 30, 2020 MANDALAY PROPCO, LLC and MGM GRAND PROPCO, LLC, collectively, as Borrower CITI REAL ESTATE FUNDING INC., BARCLAYS CAPITAL REAL ESTATE INC., DEUTSCHE BANK AG, NEW YO

Exhibit 10.1 FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of March 30, 2020 among MANDALAY PROPCO, LLC and MGM GRAND PROPCO, LLC, collectively, as Borrower and CITI REAL ESTATE FUNDING INC., BARCLAYS CAPITAL REAL ESTATE INC., DEUTSCHE BANK AG, NEW YORK BRANCH and SOCIÉTÉ GÉNÉRALE FINANCIAL CORPORATION, collectively, as Lender FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 27, 2020 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) Delaware (MGM Growth Properties LLC) 001

Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

MGP / MGM Growth Properties LLC DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 22, 2020 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) Delaware (MGM Growth Properties LLC) 001

Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of MGM Growth Properties LLC (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed on March 25, 2020)

Exhibit 3.1 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MGM GROWTH PROPERTIES LLC THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MGM GROWTH PROPERTIES LLC (this “Amendment”), dated as of March 24, 2020 is entered into and effectuated by the Board of Directors of MGM Growth Properties LLC (the “Company”) pursuant to the

Subsidiaries of MGM Growth Properties LLC

Exhibit 21.1 Subsidiaries of MGM Growth Properties LLC Listed below are the majority-owned subsidiaries of MGM Growth Properties LLC as of December 31, 2019. Subsidiary Jurisdiction of Incorporation MGM Growth Properties OP GP LLC Delaware MGM Growth Properties Operating Partnership LP Delaware MGP Finance Co-Issuer Inc. Delaware MGP Lessor Holdings, LLC Delaware MGP Lessor, LLC Delaware MGP Yonke

Exhibit 4.11

Exhibit 4.11 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 MGM Growth Properties LLC (the “Company,” “we,” “us” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our Class A shares representing limited liability company interest in the compa

Subsidiaries of MGM Growth Properties Operating Partnership LP

Exhibit 21.2 Subsidiaries of MGM Growth Properties Operating Partnership LP Listed below are the majority-owned subsidiaries of MGM Growth Properties Operating Partnership LP as of December 31, 2019. Subsidiary Jurisdiction of Incorporation MGP Finance Co-Issuer Inc. Delaware MGP Lessor Holdings, LLC Delaware MGP Lessor, LLC Delaware MGP Yonkers Realty Sub, LLC New York YRL Associates L.P. New Yor

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-37733 (MGM Growth Proper

Form of Performance Share Unit Agreement (for awards granted in November 2019 and thereafter)

Exhibit 10.35 MGM GROWTH PROPERTIES LLC FORM OF PERFORMANCE SHARE UNITS AGREEMENT Target No. of Performance Share Units: [●] This Agreement (including its Exhibits, the “Agreement”) is made by and between MGM Growth Properties LLC, a Delaware limited liability company (the “Company”), and [●] (the “Participant”) with an effective date of [●] (the “Effective Date”). RECITALS A. The Board of Directo

Form of Restricted Share Unit Agreement (for awards granted in November 2019 and thereafter)

Exhibit 10.34 MGM GROWTH PROPERTIES LLC FORM OF RESTRICTED SHARE UNITS AGREEMENT No. of Restricted Share Units: [●] This Restricted Share Units Agreement (including its Exhibit, the “Agreement”) is made by and between MGM Growth Properties LLC, a Delaware limited liability company (the “Company”), and [●] (the “Participant”) with an effective date of [●]. RECITALS A. The Board of Directors of the

MGM GROWTH PROPERTIES LLC MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

EX-99.1 EXHIBIT 99.1 MGM GROWTH PROPERTIES LLC MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION MGM Growth Properties LLC (“MGP” or the “Company”) conducts its operations through and consolidates MGM Growth Properties Operating Partnership LP (the “Operating Partnership” or “MGP OP”). MGP is controlled and consolidated by MGM Resorts I

Loan Agreement, by and among Mandalay PropCo, LLC, MGM Grand PropCo, LLC, Citi Real Estate Funding Inc., Barclays Capital Real Estate Inc., Deutsche Bank AG. New York Branch, Société Générale Financial Corporation and Citi Real Estate Funding Inc., as administrative agent, dated as of February 14, 2020 (incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K filed on February 18, 2020)

EX-10.4 Exhibit 10.4 EXECUTION VERSION LOAN AGREEMENT Dated as of February 14, 2020 By and Among MANDALAY PROPCO, LLC and MGM GRAND PROPCO, LLC, collectively, as Borrower and CITI REAL ESTATE FUNDING INC., BARCLAYS CAPITAL REAL ESTATE INC., DEUTSCHE BANK AG, NEW YORK BRANCH and SOCIÉTÉ GÉNÉRALE FINANCIAL CORPORATION, collectively, as Lender and CITI REAL ESTATE FUNDING INC., as Administrative Agen

Lease, by and between Mandalay PropCo, LLC, MGM Grand PropCo, LLC and MGM Lessee II, LLC, dated as of February 14, 2020 (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed on February 18, 2020)

EX-10.2 Exhibit 10.2 EXECUTION VERSION MASTER LEASE ARTICLE I LEASED PROPERTY 1 Leased Property 1 Single, Indivisible Lease 4 Term 5 Renewal Terms 5 1.5 Separation of Leases 5 ARTICLE II DEFINITIONS 8 Definitions 8 ARTICLE III RENT 43 Rent 43 Late Payment of Rent 43 Method of Payment of Rent 44 Net Lease 44 Fair Market Rent 44 ARTICLE IV IMPOSITIONS 45 Impositions 45 Utilities and other Matters 46

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 14, 2020 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM Growth Properties LLC)

Sixth Amendment to Master Lease, dated as of February 14, 2020, between MGP Lessor, LLC and MGM Lessee, LLC (incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed on February 18, 2020)

EX-10.3 Exhibit 10.3 EXECUTION VERSION SIXTH AMENDMENT TO MASTER LEASE This SIXTH AMENDMENT TO MASTER LEASE (the “Amendment”) is entered into as of February 14, 2020 (the “Effective Date”), by and between MGP Lessor, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Landlord”), and MGM Lessee, LLC, a Delaware limited liability company (together with it

Fifth Amendment to Credit Agreement, dated as of February 14, 2020, among MGM Growth Properties Operating Partnership LP, the other loan parties and lenders named therein and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.5 of our Current Report on Form 8-K filed on February 18, 2020)

EX-10.5 Exhibit 10.5 Execution Version FIFTH AMENDMENT TO CREDIT AGREEMENT This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Fifth Amendment”), dated as of February 14, 2020 and effective as of the Fifth Amendment Effective Date (as hereinafter defined), is made and entered into by and among MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Borrower”), the other Lo

Amended and Restated Limited Liability Company Agreement of MGP BREIT Venture 1 LLC, dated as of February 14, 2020 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on February 18, 2020)

EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MGP BREIT VENTURE 1 LLC a Delaware limited liability company Dated as of February 14, 2020 THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933,

MGP / MGM Growth Properties LLC / BANK OF AMERICA CORP /DE/ - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* MGM Growth Properties LLC (Name of Issuer) Common Stock (Title of Class of Securities) 55303A105 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

MGP / MGM Growth Properties LLC / TIAA CREF INVESTMENT MANAGEMENT LLC Passive Investment

CUSIP No. 55303A105 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)* MGM Growth Properties LLC-A (Name of Issuer) Common Stock (Title of Class of Securities) 55303A10

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 14, 2020 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) Delaware (MGM Growth Properties LLC)

MGP / MGM Growth Properties LLC / TEACHERS INSURANCE & ANNUITY ASSOCIATION OF AMERICA Passive Investment

SC 13G 1 c95182sc13g.htm CUSIP No. 55303A105 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)* MGM Growth Properties LLC-A (Name of Issuer) Common Stock (Title of Clas

MGP / MGM Growth Properties LLC / KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC - NONE Passive Investment

SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* MGM Growth Properties LLC (Name of Issuer) Class A Common Share (Title of Class of Securities) 55303A105 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

MGP / MGM Growth Properties LLC / TEACHERS ADVISORS INC Passive Investment

SC 13G 1 c95169sc13g.htm CUSIP No. 55303A105 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)* MGM Growth Properties LLC-A (Name of Issuer) Common Stock (Title of Clas

Brookfield Public Securities Group LLC, which is a subsidiary of Brookfield Asset Management Inc., is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940.

EXHIBIT 99.X Brookfield Public Securities Group LLC, which is a subsidiary of Brookfield Asset Management Inc., is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940.

MGM GROWTH PROPERTIES REPORTS FOURTH QUARTER AND FULL YEAR FINANCIAL RESULTS

Exhibit 99.1 MGM GROWTH PROPERTIES REPORTS FOURTH QUARTER AND FULL YEAR FINANCIAL RESULTS Las Vegas, Nevada, February 14, 2020 – MGM Growth Properties LLC (“MGP” or the “Company”) (NYSE: MGP) today reported financial results for the quarter and year ended December 31, 2019. Net income attributable to MGP Class A shareholders for the quarter was $25.9 million, or $0.25 per dilutive share, and for t

MGP / MGM Growth Properties LLC / Nuveen Asset Management, LLC Passive Investment

CUSIP No. 55303A105 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)* MGM Growth Properties LLC-A (Name of Issuer) Common Stock (Title of Class of Securities) 55303A10

MGP / MGM Growth Properties LLC / BROOKFIELD INVESTMENT MANAGEMENT INC. - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

MGP / MGM Growth Properties LLC / VANGUARD WHITEHALL FUNDS - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0026-mgmgrowthpropertiesll.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: MGM Growth Properties LLC Title of Class of Securities: REIT CUSIP Number: 55303A105 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to desig

MGP / MGM Growth Properties LLC / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02100-mgmgrowthpropertiesl.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: MGM Growth Properties LLC Title of Class of Securities: REIT CUSIP Number: 55303A105 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to desig

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 12, 2020 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM Growth Properties LLC)

MGP / MGM Growth Properties LLC / AMERICAN CENTURY INVESTMENT MANAGEMENT INC - SC 13G/A Passive Investment

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* MGM GROWTH PROPERTIES LLC (Name of Issuer) CLASS A STOCK (Title of Class of Securities) 55303A105 (CUSIP Number) DECEMBER 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

MGP / MGM Growth Properties LLC / Zimmer Partners, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No.

MGP / MGM Growth Properties LLC / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G Passive Investment

SC 13G 1 mgp13g01162020.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MGM Growth Properties LLC (Name of Issuer) Common Stock (Title of Class of Securities) 55303A105 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check appropriate box to des

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 14, 2020 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM Growth Properties LLC) 0

Master Transaction Agreement, dated as of January 14, 2020, among MGM Growth Properties Operating Partnership LP, MGM Resorts International, BCORE Windmill Parent LLC, MGM Growth Properties LLC and BCORE Windmill Parent LLC (incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed on January 14, 2020)

EX-2.1 Exhibit 2.1 EXECUTION VERSION MASTER TRANSACTION AGREEMENT BY AND AMONG MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP, MGM RESORTS INTERNATIONAL AND BCORE WINDMILL PARENT LLC, AND SOLELY FOR PURPOSES OF THE SPECIFIED SECTIONS, MGM GROWTH PROPERTIES LLC AND BCORE WINDMILL PARENT LLC DATED AS OF JANUARY 14, 2020 TABLE OF CONTENTS Page ARTICLE     I DEFINITIONS 3 Section 1.1 Definitions 3 ART

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) Class A shares representing l

424B5 1 d868269d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-218090 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) Class A shares representing limited liability company interests 4,89

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 22, 2019 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM Growth Properties LLC)

Forward Sale Agreement, dated November 19, 2019, by and between MGM Growth Properties LLC and Morgan Stanley & Co. LLC

EX-1.3 Exhibit 1.3 EXECUTION VERSION Date: November 19, 2019 To: MGM Growth Properties LLC 1980 Festival Plaza Drive, Suite #750 Las Vegas, NV 89135 From: Morgan Stanley & Co. LLC Re: Confirmation for Registered Share Forward Transactions Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between M

Forward Sale Agreement, dated November 19, 2019, by and between MGM Growth Properties LLC and BofA Securities, Inc.

EX-1.4 Exhibit 1.4 EXECUTION VERSION Date: November 19, 2019 To: MGM Growth Properties LLC 1980 Festival Plaza Drive, Suite #750 Las Vegas, NV 89135 From: Bank of America, N.A. Re: Confirmation for Registered Share Forward Transactions Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Bank

Underwriting Agreement, dated November 19, 2019, by and among (i) MGM Growth Properties LLC, (ii) MGM Growth Properties Operating Partnership LP, (iii) J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc. and Evercore Group L.L.C., as representatives of the several underwriters named therein, (iv) J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and BofA Securities, Inc. as forward sellers, and (v) JPMorgan Chase Bank, National Association, Morgan Stanley & Co. LLC and Bank of America, N.A., as forward purchasers

EX-1.1 Exhibit 1.1 Execution Version MGM Growth Properties LLC (a Delaware limited liability company) 30,000,000 Class A Common Shares UNDERWRITING AGREEMENT Dated: November 19, 2019 MGM Growth Properties LLC (a Delaware limited liability company) 30,000,000 Class A Common Shares UNDERWRITING AGREEMENT November 19, 2019 J.P. Morgan Securities LLC Morgan Stanley & Co. LLC BofA Securities, Inc. Ever

Forward Sale Agreement, dated November 19, 2019, by and between MGM Growth Properties LLC and J.P. Morgan Securities LLC

EX-1.2 Exhibit 1.2 EXECUTION VERSION Date: November 19, 2019 To: MGM Growth Properties LLC 1980 Festival Plaza Drive, Suite #750 Las Vegas, NV 89135 From: JPMorgan Chase Bank, National Association Re: Confirmation for Registered Share Forward Transactions Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction enter

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(2) Class A shares representin

424B2 1 d828820d424b2.htm 424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-218090 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(2) Class A shares representing limited liability company interests 3

Excerpts from the Preliminary Prospectus Supplement of MGM Growth Properties LLC, dated November 19, 2019

EX-99.1 Exhibit 99.1 Excerpts from the Preliminary Prospectus Supplement of MGM Growth Properties LLC, dated November 19, 2019 Except as otherwise stated, or unless the context otherwise requires, all references herein to (i) “we,” “us,” “our,” “our company,” “the Company” or “MGP” refer to MGM Growth Properties LLC and its consolidated subsidiaries, including MGM Growth Properties Operating Partn

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 19, 2019 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM Growth Properties LLC)

SUBJECT TO COMPLETION, DATED NOVEMBER 19, 2019

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-218090 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell the Class A shares and are not a solicitation of an offer to buy the Class A shares in any jurisdiction where the offer or sa

MGM GROWTH PROPERTIES REPORTS THIRD QUARTER FINANCIAL RESULTS

Exhibit 99.1 MGM GROWTH PROPERTIES REPORTS THIRD QUARTER FINANCIAL RESULTS Las Vegas, Nevada, November 5, 2019 – MGM Growth Properties LLC (“MGP” or the “Company”) (NYSE: MGP) today reported financial results for the quarter ended September 30, 2019. Net income attributable to MGP’s Class A shareholders for the quarter was $22.5 million, or $0.24 per diluted share. Other financial highlights for t

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 5, 2019 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) Delaware (MGM Growth Properties LLC) 0

Quarterly Report - 10-Q

UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-37733 (MGM Growth

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 30, 2019 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM Growth Properties LLC) 0

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 16, 2019 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) Delaware (MGM Growth Properties LLC) 00

EXPLANATORY NOTE

Exhibit 99.1 EXPLANATORY NOTE The information contained in this Exhibit 99.1 relates to the combined Annual Reports on Form 10-K for the year ended December 31, 2018, of MGM Growth Properties LLC, a Delaware limited liability corporation, and MGM Growth Properties Operating Partnership LP, a Delaware limited partnership. Unless otherwise indicated or unless the context requires otherwise, all refe

Quarterly Report - 10-Q

UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-37733 (MGM Growth Prop

MGM GROWTH PROPERTIES REPORTS SECOND QUARTER FINANCIAL RESULTS

Exhibit 99.1 MGM GROWTH PROPERTIES REPORTS SECOND QUARTER FINANCIAL RESULTS Las Vegas, Nevada, August 6, 2019 – MGM Growth Properties LLC (“MGP” or the “Company”) (NYSE: MGP) today reported financial results for the quarter ended June 30, 2019. Net income attributable to MGP’s Class A shareholders for the quarter was $21.9 million, or $0.24 per diluted share. Other financial highlights for the sec

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 6, 2019 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM Growth Properties LLC) 001

Regulation FD Disclosure

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 25, 2019 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM Growth Properties LLC)

Employment Agreement of Andy H. Chien, effective as of May 1, 2019 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on June 20, 2019) †

EX-10.2 Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of May 1, 2019 by and between MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (“Employer”), Andy Chien (“Employee”). 1. Employment. Employer hereby employs Employee, and Employee hereby accept employment by Employer as Chief Financial Officer of MGM Growth Proper

Employment Agreement of James C. Stewart, effective as of May 1, 2019 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on June 20, 2019) †

EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of May 1, 2019 by and between MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (“Employer”), James C. Stewart (“Employee”). 1. Employment. Employer hereby employs Employee, and Employee hereby accept employment by Employer as Chief Executive Officer of MGM Growth

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d762382d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 17, 2019 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (M

Fourth Supplemental Indenture to the Indentures, dated as of March 29, 2019, among MGP OH Propco, LLC, MGP Finance Co-Issuer, Inc., MGM Growth Properties Operating Partnership LP, the Subsidiary Guarantors named therein, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.3 of the Current Report on Form 10-Q filed on May 7, 2019)

EXECUTION VERSION FOURTH SUPPLEMENTAL INDENTURE TO THE INDENTURES FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of March 29, 2019, among MGP OH Propco, LLC, a Delaware limited liability company (the “Guaranteeing Entity”), MGP Finance Co-Issuer, Inc.

Third Supplemental Indenture to the Indentures, dated as of January 29, 2019, among MGP Yonkers Realty Sub, LLC,YRL Associates, L.P., MGP Finance Co-Issuer, Inc., MGM Growth Properties Operating Partnership LP, the Subsidiary Guarantors named therein, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 of the Current Report on Form 10-Q filed on May 7, 2019)

EXECUTION VERSION THIRD SUPPLEMENTAL INDENTURE TO THE INDENTURES THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of January 29, 2019, among MGP Yonkers Realty Sub, LLC, a New York limited liability company, and YRL Associates, L.

Quarterly Report - 10-Q

UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-37733 (MGM Growth Pro

Submission of Matters to a Vote of Security Holders

8-K 1 d743637d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 1, 2019 MGM Growth Properties LLC (Exact name of registrant as specified in its charter) DELAWARE 001-37733 47-5513237 (State or other jurisdiction o

Sales Agreement, dated April 30, 2019, among MGM Growth Properties LLC, MGM Growth Properties Operating Partnership LP, BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., Evercore Group L.L.C., Fifth Third Securities, Inc., Scotia Capital (USA) Inc. and SMBC Nikko Securities America, Inc.

EX-1.1 Exhibit 1.1 MGM GROWTH PROPERTIES LLC SALES AGREEMENT April 30, 2019 BNP Paribas Securities Corp. 787 Seventh Avenue New York, New York 10019 Fifth Third Securities, Inc. 424 Church Street, Suite 600 Maildrop UTFC6B Nashville, Tennessee 37219 Credit Agricole Securities (USA) Inc. 1301 Avenue of the Americas New York, New York 10019 Scotia Capital (USA) Inc. 250 Vesey Street, 24th Floor New

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 d733180d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 30, 2019 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM G

MGM GROWTH PROPERTIES REPORTS FIRST QUARTER FINANCIAL RESULTS

Exhibit 99.1 MGM GROWTH PROPERTIES REPORTS FIRST QUARTER FINANCIAL RESULTS Las Vegas, Nevada, April 30, 2019 – MGM Growth Properties LLC (“MGP” or the “Company”) (NYSE: MGP) today reported financial results for the quarter ended March 31, 2019 for its real estate investment trust (“REIT”) operations and its taxable REIT subsidiary (“TRS”) operations. Net income attributable to MGP Class A sharehol

Current Report

8-K 1 mgp033120198-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 30, 2019 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (M

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) Class A shares representing limited liability company interests $300,000,000 $36,360

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-218090 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) Class A shares representing limited liability company interests $300,000,000 $36,360 (1) Calculated in accordance with Rule 457(o) under the Securities Act of 1

Regulation FD Disclosure

8-K 1 d718968d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 29, 2019 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM G

MGM GROWTH PROPERTIES LLC MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

EX-99.1 Exhibit 99.1 MGM GROWTH PROPERTIES LLC MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION MGM Growth Properties LLC (“MGP” or the “Company”) conducts its operations through and consolidates MGM Growth Properties Operating Partnership LP (the “Operating Partnership”). MGP is controlled and consolidated by MGM Resorts International

Fifth Amendment to Master Lease Agreement, dated as of April 1, 2019, between MGP Lessor, LLC and MGM Lessee, LLC (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of MGM Growth Properties LLC and MGM Growth Properties Operating Partnership LP on Form 8-K filed on April 4, 2019).

EX-10.1 Exhibit 10.1 FIFTH AMENDMENT TO MASTER LEASE This FIFTH AMENDMENT TO MASTER LEASE (the “Amendment”) is entered into as of April 1, 2019 (the “Effective Date”), by and between MGP Lessor, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Landlord”), and MGM Lessee, LLC, a Delaware limited liability company (together with its permitted successors

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 d642759d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 1, 2019 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM Gr

MGP / MGM Growth Properties LLC DEFA14A

DEFA14A 1 d702299ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

Schedule 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 7, 2019 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM Growth Properties LLC)

Fourth Amendment to Master Lease Agreement, dated as of March 7, 2019, between MGP Lessor, LLC and MGM Lessee, LLC (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of MGM Growth Properties LLC and MGM Growth Properties Operating Partnership LP filed on March 8, 2019).

EX-10.1 Exhibit 10.1 FOURTH AMENDMENT TO MASTER LEASE This AMENDMENT TO MASTER LEASE (the “Amendment”) is entered into as of March 7, 2019 (the “Effective Date”), by and between MGP Lessor, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Landlord”), and MGM Lessee, LLC, a Delaware limited liability company (together with its permitted successors and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d714718d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 26, 2019 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MG

Subsidiaries of MGM Growth Properties LLC

Exhibit 21.1 Subsidiaries of MGM Growth Properties LLC Listed below are the majority-owned subsidiaries of MGM Growth Properties LLC as of December 31, 2018. Subsidiary Jurisdiction of Incorporation MGM Growth Properties OP GP LLC Delaware MGM Growth Properties Operating Partnership LP Delaware MGP OH, Inc. Delaware Northfield Park Associates LLC Ohio Cedar Downs OTB, LLC Ohio MGP Finance Co-Issue

Annual Report - 10-K

10-K 1 mgp201810-k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File

Subsidiaries of MGM Growth Properties Operating Partnership LP

Exhibit 21.2 Subsidiaries of MGM Growth Properties Operating Partnership LP Listed below are the majority-owned subsidiaries of MGM Growth Properties Operating Partnership LP as of December 31, 2018. Subsidiary Jurisdiction of Incorporation MGP OH, Inc. Delaware Northfield Park Associates LLC Ohio Cedar Downs OTB, LLC Ohio MGP Finance Co-Issuer Inc. Delaware MGP Lessor Holdings, LLC Delaware MGP L

MGM GROWTH PROPERTIES REPORTS FOURTH QUARTER AND FULL YEAR FINANCIAL RESULTS

Exhibit 99.1 MGM GROWTH PROPERTIES REPORTS FOURTH QUARTER AND FULL YEAR FINANCIAL RESULTS Las Vegas, Nevada, February 14, 2019 – MGM Growth Properties LLC (“MGP” or the “Company”) (NYSE: MGP) today reported financial results for the quarter and year ended December 31, 2018 for its real estate investment trust (“REIT”) operations and its taxable REIT subsidiary (“TRS”) operations. Net income attrib

Current Report

8-K 1 mgp123120188-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 14, 2019 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE

Brookfield Public Securities Group LLC, which is a subsidiary of Brookfield Asset Management Inc., is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940.

EXHIBIT 99.X Brookfield Public Securities Group LLC, which is a subsidiary of Brookfield Asset Management Inc., is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940.

MGP / MGM Growth Properties LLC / TIAA CREF INVESTMENT MANAGEMENT LLC Passive Investment

SC 13G/A 1 c92953sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.2)* MGM Growth Properties LLC-A (Name of Issuer) Common Stock (Title of Class of Securities)

MGP / MGM Growth Properties LLC / BROOKFIELD INVESTMENT MANAGEMENT INC. - SC 13G/A Passive Investment

SC 13G/A 1 a19-47213sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* MGM Growth Properties LLC (Name of Issuer) Common Stock (Title of Class of Securities) 55303A105 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

MGP / MGM Growth Properties LLC / TEACHERS ADVISORS INC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.2)* MGM Growth Properties LLC-A (Name of Issuer) Common Stock (Title of Class of Securities) 55303A105 (CUSIP Number) De

Regulation FD Disclosure

8-K 1 d672807d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 13, 2019 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWAR

MGP / MGM Growth Properties LLC / KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* MGM Growth Properties LLC (Name of Issuer) Class A Common Share (Title of Class of Securities) 55303A105 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

MGP / MGM Growth Properties LLC / AMERICAN CENTURY INVESTMENT MANAGEMENT INC - SC 13G/A Passive Investment

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* MGM GROWTH PROPERTIES LLC (Name of Issuer) CLASS A STOCK (Title of Class of Securities) 55303A105 (CUSIP Number) DECEMBER 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

MGP / MGM Growth Properties LLC / VANGUARD GROUP INC Passive Investment

mgmgrowthpropertiesllc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: MGM Growth Properties LLC Title of Class of Securities: REIT CUSIP Number: 55303A105 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate

MGP / MGM Growth Properties LLC / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* MGM Growth Properties LLC (Name of Issuer) Common Stock (Title of Class of Securities) 55303A105 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the rule pursuant to which this

Underwriting Agreement, dated January 28, 2019, among MGM Growth Properties LLC, MGM Growth Properties Operating Partnership LP, and J.P. Morgan Securities LLC, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc., as representatives of the several underwriters named therein

EX-1.1 Exhibit 1.1 Execution Version MGM Growth Properties LLC (a Delaware limited liability company) 17,000,000 Class A Common Shares UNDERWRITING AGREEMENT Dated: January 28, 2019 MGM Growth Properties LLC (a Delaware limited liability company) 17,000,000 Class A Common Shares UNDERWRITING AGREEMENT January 28, 2019 J.P. Morgan Securities LLC Barclays Capital Inc. Merrill Lynch, Pierce, Fenner &

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 d663571d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 28, 2019 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM

MGP / MGM Growth Properties LLC / VANGUARD WHITEHALL FUNDS Passive Investment

SC 13G 1 mgmgrowthpropertiesllc1.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:0 )* Name of issuer: MGM Growth Properties LLC Title of Class of Securities: REIT CUSIP Number: 55303A105 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to designate the rule pursuant

MGP / MGM Growth Properties LLC / VANGUARD SPECIALIZED FUNDS Passive Investment

SC 13G/A 1 mgmgrowthpropllc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:2 )* Name of issuer: MGM Growth Properties LLC Title of Class of Securities: REIT CUSIP Number: 55303A105 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to designate the rule pursuant to w

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(2) Class A shares representin

424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-218090 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(2) Class A shares representing limited liability company interests 19,550,000 $29.25 $571,837,

Third Amendment to Master Lease Agreement, dated as of January 29, 2019, between MGP Lessor, LLC and MGM Lessee, LLC (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of MGM Growth Properties LLC and MGM Growth Properties Operating Partnership LP filed on January 29, 2019).

EX-10.1 Exhibit 10.1 THIRD AMENDMENT TO MASTER LEASE This THIRD AMENDMENT TO MASTER LEASE (the “Amendment”) is entered into as of January 29, 2019 (the “Effective Date”), by and between MGP Lessor, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Landlord”), and MGM Lessee, LLC, a Delaware limited liability company (together with its permitted success

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 d629240d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 29, 2019 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM

Excerpts from the Preliminary Prospectus Supplement of MGM Growth Properties LLC, dated January 28, 2019 BASIS OF PRESENTATION

EX-99.1 Exhibit 99.1 Excerpts from the Preliminary Prospectus Supplement of MGM Growth Properties LLC, dated January 28, 2019 BASIS OF PRESENTATION Except as otherwise stated, or unless the context otherwise requires, all references herein to (i) “we,” “us,” “our,” “our company,” “the Company” or “MGP” refer to MGM Growth Properties LLC and its consolidated subsidiaries, including MGM Growth Prope

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 d644673d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 28, 2019 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM

BofA Merrill Lynch

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-218090 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell the Class A shares and are not a solicitation of an offer to buy the Class A shares in any jurisdiction where the offer or sa

Indenture, dated as of January 25, 2019, among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of MGM Growth Properties LLC and MGM Growth Properties Operating Partnership LP filed on January 25, 2019).

EX-4.1 Exhibit 4.1 Execution Version MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP and MGP FINANCE CO-ISSUER, INC., as Issuers, THE SUBSIDIARY GUARANTORS PARTY HERETO, as Subsidiary Guarantors and U.S. BANK NATIONAL ASSOCIATION, as Trustee 5.750% SENIOR NOTES DUE 2027 INDENTURE DATED AS OF JANUARY 25, 2019 CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2)

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 d697852d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 25, 2019 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM

Financial Statements and Exhibits, Other Events

8-K 1 d685921d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 22, 2019 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM

MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP ANNOUNCES PRICING OF UPSIZED $750 MILLION SENIOR NOTES OFFERING

EX-99.1 Exhibit 99.1 PRESS RELEASE For Immediate Release MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP ANNOUNCES PRICING OF UPSIZED $750 MILLION SENIOR NOTES OFFERING Las Vegas, Nevada, January 22, 2019 — MGM Growth Properties Operating Partnership LP and MGP Finance Co-Issuer, Inc. (together, the “Issuers”), consolidated subsidiaries of MGM Growth Properties LLC (NYSE: MGP) (the “Company”), have

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 22, 2019 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM Growth Properti

MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP ANNOUNCES PROPOSED PRIVATE OFFERING

Exhibit 99.2 Exhibit 99.2 PRESS RELEASE For Immediate Release MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP ANNOUNCES PROPOSED PRIVATE OFFERING Las Vegas, Nevada, January 22, 2019 — MGM Growth Properties Operating Partnership LP and MGP Finance Co-Issuer, Inc. (together, the “Issuers”), consolidated subsidiaries of MGM Growth Properties LLC (NYSE: MGP) (the “Company”), today announced that the Is

Excerpts from the Preliminary Offering Memorandum of MGM Growth Properties Operating Partnership LP and MGP Finance Co-Issuer, Inc., dated January 22, 2019 CERTAIN OPERATIONAL AND NON-U.S. GAAP FINANCIAL MEASURES OF MGM AND THE OPERATING PARTNERSHIP

Exhibit 99.1 Exhibit 99.1 Excerpts from the Preliminary Offering Memorandum of MGM Growth Properties Operating Partnership LP and MGP Finance Co-Issuer, Inc., dated January 22, 2019 CERTAIN OPERATIONAL AND NON-U.S. GAAP FINANCIAL MEASURES OF MGM AND THE OPERATING PARTNERSHIP Funds From Operations (“FFO”) and pro forma FFO are financial measures that are not prepared in conformity with accounting p

Second Supplemental Indenture to the Indentures, dated as of July 10, 2018, among Northfield Park Associates LLC, Cedar Downs OTB, LLC, MGP Finance Co-Issuer, Inc. and MGM Growth Properties Operating Partnership LP (incorporated by reference to Exhibit 4.1 of our Quarterly Report on Form 10-Q filed on November 5, 2018)

Exhibit 4.1 EXECUTION VERSION SECOND SUPPLEMENTAL INDENTURE TO THE INDENTURES SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of July 10, 2018, among Northfield Park Associates LLC, an Ohio limited liability company, and Cedar Downs OTB, LLC, an Ohio limited liability company (the “Guaranteeing Entities”), MGP Finance Co-Issuer, Inc., a Delaware corporation (the “Co-

MGP / MGM Growth Properties LLC 10-Q (Quarterly Report)

UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-37733 (MGM Growth

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 1, 2018 MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of registrant as specified in its charter) DELAWARE (MGM Growth Properties LLC) 0