Item 3.02 Unregistered Sale of Equity Securities

In connection with the sale of Class A shares to Sponsor, pursuant to MGP OP's Second Amended and Restated Agreement of Limited Partnership, MGP OP issued approximately 4.9 million MGP OP limited partnership units to the Company, concurrently with the closing of all of the transactions contemplated by the MTA, in a private placement in exchange for $150 million. In addition, as described above, MGP OP issued approximately 2.6 million MGP OP limited partnership units to MGM, representing 5% of the equity value of the Joint Venture, in accordance with, and concurrently with the closing of the other transactions contemplated by, the MTA. The MGP OP limited partnership units issued to the Company and to MGM have not been registered under the Securities Act, or any state securities law, and may not be offered or sold in the United States or to any U.S. persons absent registration under the Securities Act, or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The MGP OP limited partnership units issued to the Company and MGM have been issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder based on the status of each of the Company and MGM as an accredited investor, as defined in the Securities Act. MGP OP is a subsidiary of the Company. Item 9.01 Financial Statements and Exhibits.







(a) Not applicable.

(b) Pro Forma Financial Information







Unaudited pro forma condensed consolidated financial information included as
Exhibit 99.1
(c) Not applicable.





(d) Exhibits:






 Exhibit
   No.                                        Description

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

   10.1             Amended and Restated Limited Liability Company Agreement of MGP
                  BREIT Venture 1 LLC, dated as of February 14, 2020.

   10.2             Lease, by and between Mandalay PropCo, LLC, MGM Grand PropCo, LLC
                  and MGM Lessee II, LLC, dated as of February 14, 2020.

   10.3             Sixth Amendment to Master Lease, by and between MGP Lessor, LLC
                  and MGP Lessee, LLC, dated as of February 14, 2020.

   10.4             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.

   10.5             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.

   99.1             Unaudited pro forma condensed consolidated financial information.


   104            Cover Page Interactive Data File (embedded within the Inline XBRL
                  document).





* Previously filed.

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