Hogan Lovells advises VICI Properties, Inc. on US$17.2bn acquisition of MGM Growth Properties

VICI, MGP and MGM Resorts International, MGP’s controlling shareholder, announced today that they have entered into a definitive agreement for VICI to acquire MGP for total consideration of US$17.2bn, inclusive of the assumption of approximately $5.7bn of net debt.  

Upon completion of the merger, the combined company will have an estimated enterprise value of US$45bn, firmly solidifying VICI’s position as the largest experiential net lease REIT by market cap while also advancing VICI’s strategic goals of portfolio enhancement and diversification.

A Hogan Lovells team advising VICI is led by Global Managing Partner of the Corporate practice David Bonser, M&A partner Stacey McEvoy and tax partner Cristina Arumi in Washington, D.C.

Key support includes M&A partner Bruce Gilchrist, employment partner George Ingham, antitrust partners Chuck Loughlin and Michele Harrington, debt capital markets partners Eve Howard and Evan Koster, capital markets partner Andy Zahn, banking partner Nathan Cooper, employee benefits and executive compensation partner Meg McIntyre, real estate partner Lee Berner, and environmental partner Scott Reisch.

Additional team support includes capital markets counsel Tifarah Allen, senior associates Dan Levisohn (M&A), Caitlin Piper (tax), Malaz Moustafa (employee benefits and executive compensation), Amy Kett (labor and employment), Leslie Graham (real estate), Ao Chen (banking), Marta Orpiszewska (environmental), Conlon Danberg (capital markets), and associates Lena Al-Marzoog (capital markets), Dylan Hays (tax), Billy Clinton (tax), Nirupa Persaud (employee benefits and executive compensation), Zachary Siegel (labor and employment), Lauren Kimmel (debt capital markets), Sarah Branch (capital markets), and Jason Lee (corporate and finance).

Hogan Lovells has advised VICI on a number of transactions including on its US$3.2bn partnership with Eldorado Resorts, Inc. in connection with Eldorado’s combination with Caesars Entertainment Group and simultaneous US$2.47bn equity offering, the largest REIT follow-on offering in history. 

The firm has also advised on the tax aspects of VICI’s recent US$4bn acquisition in cash of all the land and real estate assets associated with The Venetian Resort Las Vegas and the Sands Expo and Convention Center from Las Vegas Sands Corp.

VICI’s latest transaction has been approved by the Board of Directors of each of MGM Resorts, MGP and VICI (and, in the case of MGP, the Conflicts Committee). The transaction is expected to close in the first half of 2022, subject to regulatory approvals and approval by the stockholders of VICI. 

Further information on the transaction can be found here.