VICI Properties Inc.

Good day, ladies and gentlemen. Thank you for standing by. At this time, all participants are in the listen mode only. Please note that this conference call has been recorded today, August 4th, 2021. I'll now turn the call over to Danny LaValloy, Vice President of Finance for Avicii Properties. Danny, please go ahead.

Thank you and good morning, everyone. Welcome to the conference call to discuss the Avicii Properties Strategic Acquisition of MGM Growth Properties, LLC. which was announced earlier today. Some of today's comments may be forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from what we expect. Therefore, you should exercise caution in interpreting and relying on them. For more information about the factors that could cause actual results to differ from forward-looking statements, please refer to our SEC filing. please note that we have posted a transaction presentation on the company's website at www.VGProperties.com, which our team will be discussing. Additionally, given that the transaction is subject to the approval of VG stockholders, we may not be able to answer all of the questions you might have today. We intend to file a proxy statement covering this transaction in the near future, and we urge all stockholders to carefully read it and any other relevant information that we may file with the SEC. On the call with me today, we have Ed Petoniak, Chief Executive Officer, John Payne, President and Chief Operating Officer, David Kesey, Chief Financial Officer, and Samantha Gallagher, General Counsel. Samantha will provide an overview of the transaction, and then Ed, John, and David will walk through the presentation that was posted on our website, and we will open the call to questions. Please note that we will be observing the two-question limit during the Q&A portion of the call. If you would like to ask additional questions, you may re-enter the queue. With that, I'll turn the call over to Samantha.

Thanks, Danny. We're pleased to be here today to discuss that, as announced through our press release and transaction presentation furnished earlier this morning, VT Properties has agreed to acquire MGM Growth Properties for total consideration of approximately $17.2 billion, including stock consideration to existing MGP Class A shareholders, cash distributed to MGM Resorts for the redemption of the majority of its MGP operating partnership units, and the assumption of $5.7 billion of debt, including MGP's pro rata portion of the MGM Grand Mandalay Bay JV debt. The MGP Class A shareholders will receive shares of Vici common stock at a fixed exchange ratio of 1.366 times, which represents an agreed-upon price of $43 per share based on Vici's trailing five-day VWAP as of July 30, 2021. The MGP OP units held by MGM Resorts will be redeemed for approximately $4.4 billion in cash consideration at a value of $43 per unit with MGM retaining an interest that will be converted into approximately 12 million BG Operating Partnership units, also an exchange ratio of 1.366 times. The existing MGP Class B share held by MGM Resorts will be canceled and cease to exist upon closing of the transaction. Pro forma for the transaction and the settlement of the company's outstanding forward share transaction existing MGP Class A shareholders will own approximately 215 million shares of Vici common stock, or approximately 25% of outstanding fully diluted Vici shares. And MGM's approximately 12 million Vici OP units will represent approximately 1% of fully diluted Vici shares outstanding. The MGP acquisition is expected to be immediately accretive to Vici's AFFO upon closing, with minimal need to increase our standalone G&A expense as a result of the transaction. Additional financing synergies may also be attainable from our future ability to refinance MGP's outstanding debt, which has a weighted average rate of approximately 4.5%. With respect to approvals, the approval of VT stockholders will be required in connection with the issuance of the stock consideration to MGP Class A shareholders. MGM, as a holder of a majority of the voting power of MGP, has approved this transaction for MGP. The acquisition is expected to close in the first half of 2022, subject to customary closing conditions and regulatory approvals. Following closing, the Vici management team will continue to manage the combined company, and no changes to the composition of the Vici Board of Directors are contemplated in connection with the transaction. With that, I'd like to introduce Ed Petoniak, our Chief Executive Officer, to discuss the merits of this strategic acquisition in more detail. Ed?