VICI Properties to buy MGM Growth Properties for ~ $17.2B, including debt
VICI Properties (NYSE:VICI) enters an agreement with MGM Growth Properties (NYSE:MGP) and MGP's controlling shareholder, MGM Resorts International (NYSE:MGM) for VICI to acquire MGP for a total consideration of $17.2B, including the assumption of ~$5.7B of debt.
VICI says the deal will boost its enterprise value to $45B and position it as the largest experiential net lease REIT while advancing goals for portfolio enhancement and diversification.
MGP Class A shareholders will get 1.366 shares of newly issued VICI (VICI) stock for each class A share, representing an agreed upon price of $43.00 per share, or a 15.9% premium to MGP's closing stock price on Aug. 3.
MGM Resorts (MGM) will get $43.00 per unit in cash for the redemption of the majority of its MGP Operating Partnership units that it holds for total cash consideration of ~$4.4B; it will keep ~12M units in a newly formed operating partnership of VICI Properties (VICI).
MGP class B share that's held by MGM Resorts (MGM) will be cancelled.
At the same time the acquisition closes, VICI Properties (VICI) will enter an amended and reinstated triple-net master lease with MGM Resorts (MGM) that will have an initial total annual rent of $860M, inclusive of MGP's pending acquisition of MGM Springfield, and an initial term of 25 years, with three 10-year tenant renewal options.
Under the new master lease, rent will escalate at a rate of 2.0% per year for the first 10 years and thereafter at the greater of 2.0% per year or the consumer price index subject to a 3.0% cap.
VICI will keep MGP's existing 50.1% ownership in the joint venture with Blackstone Real Estate Income Trust, which owns the real estate assets of MGM Grand Las Vegas and Mandalay Bay.
The transaction is expected to close in H1 2022.
The company secures a $9.3B financing commitment from Morgan Stanley , J.P. Morgan, and Citibank.
VICI (VICI) expects the deal to immediately add to its AFFO per share.
After the deal closes, VICI Properties' top tenant concentration will decline to 41% from 84% currently, while 84% of its rent roll will be derived from S&P 500 tenants with a track record of having paid 100% of rent, on time and in cash, throughout the COVID-19 pandemic.
The company expects the deal to position its balance sheet for investment-grade status as VICI (VICI) eliminates all of its existing secured debt and establishes an unencumbered asset pool.