Item 7.01 Regulation FD Disclosure.
On April 18, 2022, VICI Properties Inc. ("VICI") commenced an offering pursuant
to a prospectus supplement filed with the Securities and Exchange Commission
(the "SEC"). The prospectus supplement disclosed, among other things, that, as
of April 15, 2022, all conditions to the closing of VICI's acquisition of MGM
Growth Properties LLC and the other transactions pursuant to the terms of the
Master Transaction Agreement dated August 4, 2021 (the "MGP Transaction") have
been satisfied or waived (other than those that by their nature or terms are to
be satisfied at the closing or, with respect to the condition related to the
performance of covenants, if the failure of such condition is as a result of an
event, circumstance, effect or development occurring on or after April 15,
2022), and MGM Resorts International (the "Company") currently expects the MGP
Transaction to close on or about April 29, 2022, or otherwise within the
marketing period pursuant to the Master Transaction Agreement and no later than
May 31, 2022.
The information furnished pursuant to Item 7.01 of this Current Report on Form
8-K is being furnished and shall not be deemed "filed" under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be
incorporated by reference into any filings under the Exchange Act or under the
Securities Act, except to the extent specifically provided in any such filing.
The furnishing of information pursuant to this Item 7.01 will not be deemed an
admission as to the materiality of any information in this Current Report on
Form 8-K that is required to be disclosed solely by Regulation FD.
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
This Form 8-K contains forward-looking statements within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995, including statements regarding
the completion of the Transaction. Forward-looking statements can be identified
by the use of forward-looking terminology such as "believes," "expects,"
"could," "may," "will," "should," "seeks," "likely," "intends," "plans," "pro
forma," "projects," "estimates" or "anticipates" or the negative of these words
and phrases or similar words or phrases that are predictions of or indicate
future events or trends and that do not relate solely to historical matters.
Forward-looking statements depend on assumptions, data or methods that may be
incorrect or imprecise, and the Company may not be able to realize them. The
Company does not guarantee that the closing of the MGP Transaction will occur on
April 29, 2022 (or at all). Forward-looking statements involve a number of risks
and uncertainties, and the important factors that could cause actual results to
differ materially from those indicated in such forward-looking statements
include risks related to the Company's or other transaction parties' ability to
complete the MGP Transaction on the terms described herein or all; and other
factors described in the Company's periodic reports filed with the SEC. In
providing forward-looking statements, the Company is not undertaking any duty or
obligation to update these statements publicly as a result of new information,
future events or otherwise, except as required by law. If the Company updates
one or more forward-looking statements, no inference should be drawn that it
will make additional updates with respect to those other forward-looking
statements.
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