Item 1.02 Termination of a Material Definitive Agreement.

The disclosure under the Introductory Note is incorporated herein by reference.

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Registration Rights Agreement



On the Closing Date, in connection with the Transaction, the Company terminated
that certain Amended and Restated Registration Rights Agreement, by and among
the Company, Company LP, and certain Investors (as listed therein) dated as of
October 5, 2017 (as amended, restated, amended and restated, modified or
supplemented from time to time in accordance with its terms, the "Registration
Rights Agreement"). The Registration Rights Agreement was filed as Exhibit 10.8
to the Company's Annual Report on Form
10-K
filed with the SEC on March 1, 2018, and is incorporated herein by reference.

Corporate Services Agreement

On the Closing Date, in connection with the Transaction, the Company terminated that certain Corporate Services Agreement, by and among the Company, the Company LP and MGM, dated as of April 25, 2016 (as amended, restated, amended and restated, modified or supplemented from time to time in accordance with its terms, the "Corporate Services Agreement"), other than with respect to certain payroll processing and related services that will survive termination and be completed after the Closing Date. The Corporate Services Agreement was filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on April 25, 2016, and is incorporated herein by reference.

Intellectual Property License Agreement



On the Closing Date, in connection with the Transaction, the Company terminated
that certain Intellectual Property License Agreement, by and between the Company
and MGM, dated as of April 25, 2016 (as amended, restated, amended and restated,
modified or supplemented from time to time in accordance with its terms, the "IP
License Agreement"). The IP License Agreement was filed as Exhibit 10.4 to the
Company's Current Report on Form
8-K
filed with the SEC on April 25, 2016, and is incorporated herein by reference.

Existing Credit Agreement



On the Closing Date, in connection with the Transaction, the Company repaid in
full all outstanding borrowings under its senior secured credit facility, which
totaled $90.0 million, plus accrued and unpaid interest thereon and fees related
thereto, and terminated the related Credit Agreement, dated as of April 25,
2016, among the Company LP, Bank of America, N.A., as Administrative Agent, and
the other financial institutions party thereto (as amended, the "Existing MGP
Credit Agreement"). The material terms and conditions of the Existing MGP Credit
Agreement, including amendments thereto, were described in the Company's Current
Reports on Form
8-K
filed on April 25, 2016, October 26, 2016, May 1, 2017, March 26, 2018, June 18,
2018 and February 18, 2020. The Company incurred no material early termination
penalties in connection with the termination of the Existing MGP Credit
Agreement.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard, Transfer of Listing.

The disclosure under the Introductory Note is incorporated herein by reference.

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In connection with the REIT Merger, on April 29, 2022, the Company (a) notified The New York Stock Exchange ("NYSE") of the consummation of the REIT Merger and (b) requested that NYSE (i) suspend trading of the class A common shares of the Company, which traded under the symbol "MGP", effective April 29, 2022, and (ii) filed with the SEC a Form 25 to delist the class A common shares of the Company from the NYSE. Such delisting will result in the termination of the registration of the class A common shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company intends to file a certification on Form 15 with the SEC to suspend the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders.



The disclosure under the Introductory Note, Item 3.01 and Item 5.03 of this
Current Report on Form
8-K
are incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.



The disclosure under the Introductory Note and Item 3.01 of this Current Report
on Form
8-K
are incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the terms of the Transaction Agreement, effective as of the closing of the Transaction, each of Paul Salem, Thomas Roberts, Corey Sanders, John McManus, Dan Taylor, Katie Coleman and Charles Irving, who were all of the members of the board of directors of the Company, voluntarily resigned from his or her position as a member of the Company's board of directors and any committee thereof. Each of James C. Stewart, Chief Executive Officer, and Andy H. Chien, Chief Financial Officer, were terminated at the effective time of the REIT Merger and received certain separation benefits in connection with their termination.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosure under the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Pursuant to the Transaction Agreement, as of the effective time of the REIT Merger, MGP ceased to exist and the REIT Surviving Entity continued as the surviving entity.

Item 9.01 Financial Statements and Exhibits.



(a)  Not applicable.

(b)  Not applicable.

(c)  Not applicable.

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(d)  Exhibits:

Exhibit

  No.                                     Description

2.1*           Master Transaction Agreement, by and among MGM, MGP, MGP LP, Parent,
             REIT Merger Sub, Parent OP and New Parent OP, dated as of August 4,
             2021 (incorporated by reference to Exhibit 2.1 to the Company's
             Current Report on Form 8-K, filed with SEC on August 5, 2021).

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



* Previously filed.

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