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Investor PresentationApril 2019
1
Forward-Looking Statements Statements in this presentation that are not historical facts are "forward-looking" statements and "safe harbor statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and/or uncertainties, including those described in the Company's public fi lings with the Securities and Exchange Commission and any amendments thereto. The Company has based forward-looking statements on management's current expectations and assumptions and not on historical facts. Examples of these statements include, but are not l imited to, the Company’s expectations regarding its abil ity to further grow its portfolio on an accretive basis, the Company’s expectations with respect to future rent growth, including potential rent from the ROFO properties and any expected benefits to be realized as a result of the Company’s recently completed transactions. These forward-looking statements involve a number of risks and uncertainties. Among 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 ability to receive, or delays in obtaining, any regulatory approvals required to own its properties, or other delays or impediments to completing the Company’s planned acquisitions or projects, including any acquisitions of properties from MGM Resorts International (“MGM” or “MGM Resorts”); the ultimate timing and outcome of any planned acquisitions or projects; the Company’s abil ity to maintain its status as a REIT; the availabil ity of and the ability to identify suitable and attractive acquisitions and development opportunities and the ability to acquire and lease those properties on favorable terms; the Company’s abil ity to access capital through debt and equity markets in amounts and at rates and costs acceptable to the Company; changes in the U.S. tax law and other state, federal or local laws, whether or not specific to REITs or to the gaming or lodging industries; and other factors described in the Company's public fi lings with the Securities and Exchange Commission (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 wil l make additional updates with respect to those other forward-looking statements. In addition, the Company has included certain historical information in this presentation related to the Company and MGM, including historical information related to the Company’s and MGM’s business, financial condition and results of operations. The delivery of this presentation is not intended to and does not create any implication that there have been no changes to the Company’s or MGM’s affairs since the date of any of the historical information provided.
Market and Industry Data
This presentation also contains estimates and information concerning the Company’s industry, that are based on industry publications, reports and peer company public fi lings. This information involves a number of assumptions and limitations, and you are cautioned not to rely on or give undue weight to this information. The Company has not independently verified the accuracy or completeness of the data contained in these industry publications, reports or fi l ings. The industry in which we operate is subject to a high degree of uncertainty and risk due to variety of factors, including those described in the “Risk Factors” section of the Company’s public fil ings with the SEC. Third party logos & brands including in this presentation are the property of their respective owners.
Non-GAAP Disclaimer
The following presentation includes certain “non-GAAP financial measures” as defined in Regulation G under the Securities Exchange Act of 1934, as amended. Schedules that reconcile the non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with Generally Accepted Accounting Principles in the United States are included herein and in MGP’s earnings releases that have been furnished with the SEC and are available on MGP’s website at http://www.mgmgrowthproperties.com. This presentation also includes certain financial measures, such as MGM’s Adjusted EBITDA and MGM’s Adjusted Property EBITDA, which are not calculated in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Management recommends that you focus on the U.S. GAAP numbers as the best indicator of financial performance. These alternative measuresare provided only as a supplement to aid in your analysis. MGM uses Adjusted EBITDA and Adjusted Property EBITDA as the primary profit measure for its reportable segments. Adjusted EBITDA is a measure defined as earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening and start-up expenses, and property transactions, net. Adjusted Property EBITDA is a measure defined as Adjusted EBITDA before corporate expense and stock compensation expense related to MGM’s stock option plan, not allocated to each casino resort. Adjusted EBITDA or Adjusted Property EBITDA should not be construed as an alternative to operating income or net income, as an indicator of MGM’s performance; or as an alternative to cash flows from operating activities, as a measure of l iquidity; or as any other measure determined in accordance with generally accepted accounting principles. MGM has significant uses of cash flows, including capital expenditures, interest payments, taxes and debt principal repayments, which are not reflected in Adjusted EBITDA or Adjusted Property EBITDA. Also, other companies in the gaming and hospitality industries that report Adjusted EBITDA or Adjusted Property EBITDA information may calculate Adjusted EBITDA or Adjusted Property EBITDA in a different manner. Please see MGM’s earnings releases which have been fi led with the SEC and are available on MGM’s website for a reconcil iation of MGM’s reported Adjusted EBITDA and Adjusted Property EBITDA to net income. Financial information for MGM included in this presentation has been derived from MGM’s public fi lings, which includes certain expenses related to the Company that are not eliminated in consolidation.
Triple net lease REIT engaged in owning, acquiring and leasing high-quality leisure, entertainment and hospitality assets with one of the largest portfolios of premier assets on the Las Vegas Strip
Assets leased to MGM Resorts with current annualized rent of approximately $946 million (1) as part of a long-term triple net master lease
Company Highlights
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5
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7
1
Las Vegas Assets
Regional Assets
ROFO(4)
____________________(1) Gives effect to recently completed transactions(2) Based on total pro rata Adjusted EBITDA of MGM Resorts / cash rent paid adjusted for the dividends paid to MGM Resorts for 12 months ended 12/31/2018. See appendix for additional detail(3) Based on closing share price on 4/8/2019 and annual per share dividend amount of $1.86, which amount may be changed in the future at the discretion of the Company(4) The Master Lease provides us with a right of first offer with respect to MGM’s development property located in Springfield, Massachusetts and potential developments at Empire City Casino
should MGM Resorts choose to sell such assets(5) Source: MGM Resorts company fi l ings. Capital expenditures as % of net revenues for all MGM Resort’s domestic properties. Recurring capital expenditures excludes certain redevelopment
projects
6.2x Net Rent Coverage Ratio(2)
Tenant & Property-Level Financial Performance Publicly Disclosed
1.8% Annual Rent Increase Generates ~2.4% Annual Same Store AFFO / Share Growth
No Near Term Lease Expirations
Fully Internally Managed
>$4.7 Billion of Announced Acquisitions since IPO
5.7% Dividend Yield(3)
~30.1% Dividend Growth since April 2016 IPO
7 Dividend Increases Since IPO
Embedded Growth Pipeline
Additional potential growth opportunities from other MGM Assets
Tenant is Responsible for All Capital Expenditures
Tenant paid Recurring Capital Expenditures(5) of ~4.3% of Total Domestic Net Revenues in 2018
2
MGP – Premier Triple Net REIT
1
3
2
4
5 6
7
Las Vegas, 45%
New Jersey, 12%
Washington D.C., 12%
Mississippi, 9%
Michigan, 11%
Ohio, 6%
New York City, 5%
Adjusted
2018 Announced Acquisition Activity
3
Acquisition Impact on Annualized Cash Rent ($mm)
____________________Source: MGM Resorts International public fil ings(1) Does not give effect to $16mm rent escalator that went into effect on 4/1/2019(2) Empire City EBITDA based on reported synergy adjusted EBITDA of $91 mill ion & Northfield Park based on reported synergy adjusted EBITDA of $109mm
Last Twelve Month Adjusted Property EBITDA by Region as of 12/31/18(2)
2018
$770
$50
$60
$50 $930
Las Vegas, 51%
New Jersey, 13%
Washington D.C., 13%
Mississippi, 10%
Michigan, 13%
(1)
($ in millions)
Rent Coverage 6.2x 3.6x 2.7x 2.1x 3.5x 1.9x 1.9x
2018 % of Rent with Unit-Level Financials
100% 79% -- 98% -- -- --
2018 % of Rent with Corporate-Level
Financials100% 79% -- -- 100% -- 98%
2018 Same Store Rental Growth 1.8% (0.1%) 0.5% 1.3% 1.5% 1.8% 1.7%
2018 Announced Net Investment $2,050 $568 $1,578 $1,398 $1,551 $307 $1,210
2018 Dividend Growth 8.6% 4.8% 4.0% 6.7% -- 5.9% 2.8%
Current Dividend Yield 5.7% 3.7% 3.8% 4.0% 5.2% 5.7% 7.0%
4
____________________Sources: Company f ilings; FactSet, SNL Financial as of 4/8/2019 Note: “--” = Not disclosed or not available *Reported as ~3.5x, but adjusted for $87.4 of rent from Harrah’s Las Vegas and $130 million of additional rent from call options, rent coverage would be 2.6x(1) – (6) Refer to detailed footnotes in appendix
Attractive REIT Portfolio
= Information publicly filed by tenants
(1)
(2)
(3)
(4)
(5)
(6)
*
(2)
Portfolio Snapshot(1)
Significant Real Estate Asset ValueMandalay Bay + Delano
MGM National Harbor
MGM Grand Detroit
Significant Real Estate Asset Value as of 12/31/18
# of Hotel Rooms 27,442
Total Acres (Las Vegas / Regional)
601(354 / 247)
Meeting / Convention Space Square Footage >2.7 million
Total Casino Square Footage >1.2 million
Gross Book Value of Assets as of 12/31/18 ($ in billions)
Land Value $4.5
Buildings Value $8.8
Gross Land & Building Value $13.3
Borgata
Park MGM
Excalibur____________________(1) These figures do not give effect to the acquisition of Empire City Casino
5
____________________(1) MGP has a right of first offer on MGM Springfield and future Empire City Developments
Enhanced Geographic Diversification
Las Vegas Tunica, MS
Biloxi, MS
Detroit, MI
Atlantic City, NJWashington D.C.
Cleveland, OH
Las Vegas Assets Regional Assets ROFO Asset(1)
6
Springfield, MA
Premium portfolio consisting of 13 high-quality, mixed-use Las Vegas resorts, market-leading regional assets + ROFO assets(1)
New York, NY
7
Rent Supported by Diversified Revenue Stream
2018 LV Market – Total Revenue Mix
____________________Source: Nevada Gaming Abstract(1) Aria & Vdara are owned by CityCenter Holdings in which MGM Resorts owns a 50% equity interest
Gaming34%
Hotel28%
F&B23%
Other15%
The Las Vegas market continues to diversify its offerings, solidifying its position as a major U.S. entertainment destination with MGM Resorts’ leading this diversification
Non-gaming revenues constituted 66% of total market-wide revenues in 2018
MGM Growth PropertiesTenant
Owned(1)
Leading Las Vegas Position
8
Market Leading(1) Regional Portfolio
____________________Source: Department of Gaming Enforcement of New Jersey, Michigan Gaming Control Board, Maryland Lottery & Gaming Control Commission, Mississippi Gaming Commission, Ohio Lottery Commission(1) Based on gross gaming revenue as of the 12 months ended December 31, 2018
Atlantic City, NJ Mississippi Metro D.C / MD / WV Detroit, MI Ohio
Market GGR: $2.5 Billion
Property GGR: $711 Million
#1 Market Leader #1 Market Leader #1 Market Leader #1 Market Leader #1 Market Leader
Market GGR: $2.1 Billion
Property GGR: $310 Million
Market GGR: $2.1 Billion
Property GGR: $705 Million
Market GGR: $1.4 Billion
Property GGR: $619 Million
Market GGR: $1.9 Billion
Property GGR: $256 Million
6.0x
Trough= 3.9x
50% LV / 50% Regional
Initial Coverage 2009 Trough
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____________________Source: Company filings, Wall Street Research(1) Based on Adjusted EBITDA % change over time on reported EBITDA of MGM / LVS / WYNN for Las Vegas assets only & PENN / PNK (pre-PENN acquisition) / MGM for regional assets excluding Borgata & MGM National
Harbor
Illustrative Rent Coverage Over Time Geographical distribution of Adjusted EBITDA from MGP’s portfolio is approximately 45% Las Vegas / 55% Regional
Las Vegas experienced a significant supply increase in the last recession – a dynamic that currently is not present
Ren
t Cov
erag
e
Illustrative Rent Coverage through 2007 – 2011(1)
Illustrative Base Year Coverage
$183
$117
$780
$360
2018 Detroit GGR
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Significance of Gaming to Local Economies
____________________Source: American Gaming Association, Michigan Gaming Control Board, City of Detroit(1) In 2018 calendar year(2) For City of Detroit 2018 fiscal year
Nationwide Gaming Impact
The gaming / casino industry had an economic impact of ~$260 billion in the U.S. in 2017
Casinos paid ~$10.7 billion dollars of gaming taxes alone to support local governments and education in a twelve month period in 2017
Gaming supports approximately 1.8 million jobs in the U.S
Detroit Case Study
MGM Grand Detroit, MotorCity Casino and Greektown generated $1.4 billion in Gross Gaming Revenue
$183 million of taxes went to the City of Detroit in 2018(1)
Accounted for approximately 9% of Detroit’s annual budget
In 2018(2), Taxes received by City of Detroit from the 3 casino resorts exceeded combined property taxes of all other City property in 2018
$117 million of taxes to the State of Michigan in 2018(1)
@ 25% EBITDA margins = ~$360 million of EBITDA
Remaining $1.08 billion goes to local services, salaries, wages, etc.
$1.4bn
$1.08 bn to local services, salaries,
wages, etc.
11
____________________(1) Illustrative Rent Growth based on current Master Lease; in year 2, assumes full year impact of the Borgata & National Harbor transaction plus 1 year of the fixed rent escalator adjusted for the Borgata transaction and rent at year
1 only; in year 4, adjusted for full year impact of announced Empire City Casino & Park MGM lease transaction and Northfield Park operating assets disposition and also includes the full escalator adjusting for Park MGM lease transaction close before the 4/1/2019 escalator date.
(2) After giving effect recently completed transactions(3) The initial term of the Master Lease with respect to MGM National Harbor ends on August 31st, 2024, and may be renewed thereafter at the option of the Tenant for an initial renewal period lasting until the earlier of theend of the
then-current term of the Master Lease or the next renewal term (depending on whether MGM elects to renew the other properties under the Master Lease in connection with the expiration of the initial ten-year term), after which the term of the Master Lease with respect to MGM National Harbor will be the same as the term of the Master Lease with respect to the other properties currently under the Master Lease. If MGM does not renew the lease with respect to MGM National Harbor after the initial term, MGM would lose the right to renew the Master Lease with respect to the rest of the properties when the initial ten-year lease term related to the rest of the properties ends in 2026
High Organic Growth
Adjusted Annualized Rent of $946 million
2% Escalator Fixed through 4/1/2022 2% Escalator thereafter subject to annual revenue
to rent hurdle
2% Escalator on $856 of $946 million ~$17 million expected annual rent increase on
4/1/2020(2)
Percentage rent on $91 of $946 million(2)
1st Adjustment in 2022 based on average Net Revenue for prior 5 year period
30 year total term 10 year Initial with (4) 5-Year Extensions(3)
Predictable Rent Growth(1)
($ in
mill
ions
)
Illustrative 6-Year Total Growth: +78%
Master Lease Provides Stable Income Plus Embedded Growth
$495
$682 $696
$856 $873 $890
$55
$75 $75
$91 $91 $91
$550
$757 $770
$946 $963 $981
$0
$100
$200
$300
$400
$500
$600
$700
$800
$900
$1,000
At IPO Year 2 Year 3 Year 4 Year 5 Year 6
Percentage rent
Fixed rent
Tenant Snapshot: MGM Resorts is a Leading Global Entertainment Company(1)
____________________Source: MGM Resorts International public fil ings (1) Market cap based on share price as of 4/8/2019, Net Revenues based on trailing 12 months ended 12/31/2018, other data as of 2/2018
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S&P 500Company
$14.8 BillionMarket Cap(1)
$11.8 Billionin Net Revenues(1)
2.4 MillionSF of Casino Space
29,000+Slot Machines
8,100+Show s Per Year
28Unique HotelOfferings
SF Convention Space3.9 Million
25+Arena & EntertainmentVenues
78,000Employees
1,900+Table Games
7,000+Convention/MeetingsPer Year
49,000+Rooms & Suites
480+Food Beverage &Club Experiences
350+Retail Experiences
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All Properties Under 1 Master Lease
Corporate Guarantee from MGM Resorts
6.2x Net Rent Coverage Ratio(1)
26 Million M Life Rewards members and growing
~$5 billion of invested capital went online in 2018(2)
MGM Cotai & Springfield opened in 2018
____________________Source: MGM Resorts International public fil ings. Third party logos & brands are the property of their respective owners(1) See Appendix for reconcil iation(2) Based on Park MGM (~$550 mill ion), MGM Springfield ($960 mill ion) & MGM Cotai ($3.4 bil lion)
Rent Supported by MGM Resorts’ Diverse Portfolio of Globally Recognized Brands
Best in Class Partnership
MGP Portfolio
$550
$650 $650 $650 $662 $662
$757 $757 $770 $770 $770
$870
$946
IPO Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 Q4'17 Q1'18 Q2'18 Q3'18 Q4'18 Q1'19 Q2'19
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Current Annualized Cash Rental Revenue
+71.9%
($ in
mill
ions
)
Built-In Organic Growth and Growth Through Acquisitions
IPO
Borgata1st
Esc
2nd
EscNational Harbor
Acquired Borgata
For $1.175Bn
Acquired National Harbor
for $1.188Bn
1st
Rent Esc.
Acquired Empire City Casino for
$625mm
Empire City
2nd
Rent Esc.
Completed Park MGM Lease
Transaction for $638mm
Completed Northfield Park OpCo Sale + 3rd
Rent Esc.
August 2016 April 2017 October
2017 April 2018 January 2019 March 2019 April 2019
Park MGM
Northfield Park + 3rd
Esc
$1.43
$1.55 $1.55 $1.55 $1.58 $1.58
$1.68 $1.68 $1.72
$1.75 $1.79
$1.86
IPO Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 Q4'17 Q1'18 Q2'18 Q3'18 Q4'18 Q1'1915
Dividend Growth
+30.1%
IPO
Borgata
1st
Esc
National Harbor
Increased dividend 7 out of the 12 dividends paid to date
2nd
Esc
Northfield TRS
Empire City
Park MGM
Robust Growth Path & Strategy
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• +$35mm through YE 2021
• Springfield• Future Empire City
Developments
• Total Potential Rent: ~$670 – $745mm(2)
• Gaming Properties potential rent of ~$3.7bn(3)
____________________(1) ~290.2 mill ion units outstanding as 4/9/2019(2) Based on 1.8x – 2.0x rent coverage on LTM Adjusted EBITDA reported by MGM Resorts International related to the Bellagio, MGM Grand Las Vegas, Circus Circus Las Vegas and CityCenter
Holdings, LLC (excluding Crystals and Mandarin Oriental) as of 12/31/18 ($490, $372, $63 and $414 mill ion, respectively, totaling ~$1.338 bill ion, 12 months ended 12/31/2018)(3) Based on 2.0x rent coverage on estimated total EBITDA of target gaming opportunity universe
• +$41mm in Escalators 2017, 2018 & 2019
• National Harbor +$95mm
• Park MGM Add-ons +$50mm
• Borgata +$100mm
• Northfield Park +$60mm
• Empire City +$50mm• Borgata
Completed
+$396mm NOI >$4.5 billion NOITotals
• ~$0.12(1) or +3.7% of AFFO/unit from contractual rent growth over 2 years
• MGM Springfield: $960mm development opened August 2018 • ROFO on potential future Empire City Development
• Wholly Owned: Bellagio, MGM Grand and Circus Circus• Joint Ventures: CityCenter and T-Mobile Arena
• ~55 Target Gaming Properties across 20+ different owners• Numerous other attractive net lease acquisitions in leisure,
entertainment, hospitality and related sectors
Organic Growth
ROFO Properties
MGM Wholly Owned, Joint Ventures & Add-ons
Asset Diversification
Growth Drivers
$470
$1,0
50
$1,7
99
$500
$750
$350
$0
$500
$1,000
$1,500
$2,000
2019 2020 2021 2022 2023 2024 2025 2026 2027 2028
Equity Value 65%
Fixed Rate 31%
Floating Rate 4%
Adjusted Debt Maturity Profile ($mm)(1)
17
Adjusted Capitalization Mix(1)
____________________Source: Company filings(1) Refer to the appendix for the reconciliations of Adjusted Net Debt, Adjusted EBITDA, Adjusted Net Debt / Annualized Adjusted EBITDA. Equity value based on ~290.2 million shares outstanding and share price as of 4/8/2019
Adjusted Credit Ratio(1)
Conservative Balance Sheet with Flexibility to Grow
Adjusted Liquidity & Capitalization ($mm)(1)
(87% of Debt Fixed)
Term Loan A
Term Loan B
Unsecured Senior Notes
Adjusted
Net Debt / Annualized Adj. EBITDA 5.4x
Total Debt $4,719 Total Equity Value 9,439 Pro Forma Capitalization $14,158
Total Revolver Capacity $1,350
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Superior Portfolio and Growth
Stable Rent 6.2x Net Rent Coverage Ratio(1)
MGM Corporate Guarantee - Tenant Financial Performance Disclosed
No Near Term Annual Lease Expirations
Growth Opportunities 1.8%+ Annual Increases(2)
MGM Springfield and Empire City ROFOs
Bellagio, MGM Grand, Circus Circus, Aria & Vdara
Other Land-based Entertainment / Leisure assets
Superior Value Significant tax revenue generators for state
and local governments / economies
$13.3 Billion Book Value of Real Estate(3)
5.7% Dividend Yield(4)
Proven Track Record 30.1% Dividend Growth Since IPO
>$4.7 Billion of Announced Acquisitions since IPO
Increased dividend 7 out of the 12 dividends paid to date____________________(1) Please refer to appendix for detail on Net Rent Coverage Ratio(2) Based on 2.0% annual escalator on fixed rent (90% of total rent), compounded through 2022(3) As of 12/31/2018(4) As of share price close on 4/8/2019
Appendix
19
20
Acquisition of Empire City Casino On January 29, 2019 MGM Growth Properties completed
the acquisition of the real estate of Empire City Casino for $625 million
► $50 million in rent added to the Master Lease with MGM Resorts
► 8.0% acquisition cap rate / 12.5x EBITDA multiple► In addition, MGM Resorts agreed to give MGP a right
of first offer (ROFO) with respect to certain land adjacent to the property to the extent MGM Resorts develops additional gaming facilities and chooses to sell or transfer the property in the future.
► Further geographically diversifies MGP’s portfolio with exposure to the New York City area
Transaction Financing:► Operating partnership units issued to MGM:
approximately 12.9 million OP units based on MGP’s closing price of $29.38 as of May 25, 2018
► Debt: Approximately $246 million which was repaid immediately at closing
► Immediately accretive
15 Mi.
Empire City Casino
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Transaction Overview On March 7, 2019 MGM Growth Properties and MGM
Resorts International completed the transaction relating to the investments made to reposition Park MGM and NoMadLas Vegas for a total consideration of $637.5 million.
► $50 million in rent added to the Master Lease
► 7.8% acquisition cap rate / 12.75x EBITDA multiple
► Immediately accretive
MGP purchased the Park Theatre, room renovations at Park MGM, all of the F&B build outs and the addition of the Nomad Hotel
► Park MGM: 2,700 guest rooms and suites
► Nomad Las Vegas: 293 guest room and suites
► Park Theatre: 5,200-seat venue
► 15+ New restaurants, bars and lounges
► 77,000 sq. ft of meeting and convention space
____________________Source: MGM Resorts International public fil ings
Acquisition of Park MGM Improvements
Acquisition of Hard Rock Rocksino Northfield Park
Transaction Overview On April 5, 2018, MGM Growth Properties announced the acquisition of Hard Rock Rocksino Northfield Park for
$1.06 billion
On April 1, 2019, MGM Resorts International acquired the operations of Northfield Park for a purchase price of $275 million, which was funded through 9.4 million Operating Partnership units that were ultimately redeemed by the Operating Partnership
Northfield Park was included into the MGM Master Lease for initial annual rent of $60 million and will be integrated into MGM Resort’s portfolio of best-in-class gaming and entertainment destinations as MGM Northfield Park
Interim cash flows collected by MGP while MGP owned the operations resulted in an attractive net real estate acquisition price
Location: Northfield Park, OH (~17 miles southeast of downtown Cleveland & 18 miles north of Akron)Gaming Square Feet: ~65,000VLTs: ~2,300Market Share: 53.1% of Cleveland VLT/Slot market(1)
Other: 1,900 seat music venue
Property Overview
22
____________________(1) Northfield Park controlled 53.1% of the Cleveland VLT / Slot market in January 2019. Northfield
Park, Jack Cleveland and Jack Thistledown comprise the Cleveland market
23
Right of First Offer Asset MGM Springfield
____________________Source: MGM Resorts International public fil ings(1) Includes Poker Tables
Project Cost: $960 million
Open Date: August 24, 2018
Location: 14 acres of land in downtown Springfield, MA
Casino with approximately 2,550 slots and 120 tables
Hotel with 252 rooms
125,000 square feet of gaming space
3,400 space parking garage
Meeting & Event Space: 34,000 square feet
NY VT
PA
NJ
NH
RI
MAAlbany
New York
Hartford
Boston
Providence
SpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfieldSpringfield
CT
Plainridge Park
Everett Wynn
Mohegan SunFoxwoods
Other Casino Properties
Rivers Mohawk
Planned Casino Projects
Newport Grand
Twin River
Project Highlights
24
MGP Adjusted EBITDA Reconciliation
____________________Note: All figures reported as of 12/31/2018(1) Net income, interest income and interest expense is net of intercompany interest eliminations of $5.6 mill ion for the three months ended December 31, 2018(2) Other depreciation and other amortization includes both real estate and equipment depreciation and amortization of intangible assets from the TRS
($ in thousands) Three Months Ended December 31, 2018
Reconciliation of Net Income to Adj. EBITDA Consolidated REIT TRSNet Income(1) $68,551 $54,509 $14,042Real estate depreciation 63,501 63,501 – Property transactions, net 1,468 1,468 – Funds from Operations 133,520 119,478 14,042
Amortization of financing costs and cash flow hedges 2,776 2,776 – Non-cash compensation expense 577 577 – Net effect of straight-line rent and amortization of deferred revenue 5,074 5,074 – Other depreciation and other amortization(2) 6,487 – 6,487Acquisition-related expenses 1,792 1,546 246Amortization of above market lease, net 172 172 – Other non-operating expenses 782 782 – Provision for income taxes - REIT 1,251 1,251 –
Adjusted Funds from Operations $152,431 $131,656 $20,775
Interest income(1) (28) (28) – Interest expense(1) 58,283 58,283 – Amortization of financing costs and cash flow hedges (2,776) (2,776) – Provision for income taxes - TRS 1,824 – 1,824
Adjusted EBITDA $209,734 $187,135 $22,599
Annualized Adjusted EBITDA $838,936 $748,540 $90,396
25
____________________Source: MGM Resorts International public fil ings .Note: Management has determined to present a calculation of rent coverage that includes MGM Resorts’ share of the Adjusted EBITDA reported by its joint ventures based on MGM Resorts’ ownership in such entity, instead of its historic presentation which was calculating using actual dividends received from such entities. Management believes that this presentation is more useful to investors since dividend amounts are difficult to predict and may result in material year over year deviations whereas MGM Resorts’ share of Adjusted EBITDA reported results would result in a more predictable measure of the value of these entities to MGM Resorts. Management believes this presentation will be useful to investors to evaluate the financial strength of MGM Resorts, which is the Company’s sole tenant. However, the ability of MGM Resorts to access the cash of these joint venture entities in l imited by the laws of the respective jurisdictions of organization, the willingness and ability of the boards of these entities to declare dividends and other contractual restrictions. In addition, in calculating this ratio, management is deducting from rent the distributions received by MGM from MGM’s ownership of Operating Partnership units; however, MGM may use any cash received from these distributions for any lawful purpose, which may not include the payment of rent to the Landlord. As a result, investors should not put undue reliance on this measure as an indicator of the tenant’s abil ity to pay rent under the master lease.
Dividend Adjusted Net Rent Coverage
Leading Net Rent Coverage
25
($ in millions) 2018 Ownership % Pro Rata Share
Wholly-OwnedMGM Resorts Adjusted EBITDA related to:
Domestic Resorts $2,465 100.00% $2,465
Management & Other Operations 75 100.00% 75
Corporate (Excluding Stock-Based Compensation) (379) 100.00% (379)
Total Wholly-Owned $2,160 100.00% $2,160
Joint VenturesCityCenter $414 50.00% $207
MGM China 568 55.95% 318
Pro Rata Share of Wholly Owned + Joint Ventures $2,685
Rent Paid to MGM Growth Properties $767
LTM Dividends Paid to MGM OP Units (333)
Net Rent $434
Corporate Rent Coverage 6.2x
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MGM Supplemental Data Non-GAAP Financial Measures
____________________Source: MGM Resorts International public fil ings(1) For the twelve months ended December 31, 2018, represents the operating results of MGM Springfield for the period August 1-December 31 only(2) Represents the Company’s share of operating income (loss), adjusted for the effect of certain basis differences
($ in millions) 12 Months Ended 12/31/2018
PropertyOperating
Income (Loss)
Preopening & Start-Up
ExpensesProperty
Transactions, netDepreciation & Amortization Adjusted EBITDA
Bellagio $405 -- $2 $83 $490 MGM Grand Las Vegas 305 -- 1 66 372 Mandalay Bay 174 -- 1 91 266 Mirage 94 -- 2 36 132 Luxor 81 0 1 39 121 New York - New York 113 -- 0 25 138 Excalibur 91 -- 0 20 111 Park MGM (75) 23 20 47 14 Circus Circus Las Vegas 44 -- 0 19 63 Total Las Vegas $1,232 $23 $26 $425 $1,705 MGM Grand Detroit $174 -- ($0) $22 $196 Beau Rivage 77 0 1 26 104 Gold Strike Tunica 43 0 0 9 52 Borgata 140 -- 1 58 198 MGM National Harbor 119 0 0 75 195 MGM Springfield (1) (35) 32 -- 16 14 Total Regional $518 $33 $2 $207 $759 MGM Macau $407 -- $1 $71 $478 MGM Cotai (191) 64 24 193 90 China Total $216 $64 $25 $263 $568
Unconsolidated Resorts(2) $144 $3 -- -- $148 Management and other Operations 55 -- 0 19 75
Stock Compensation (68) -- -- -- (68)Corporate (628) 28 (44) 264 (379)Total MGM Resorts $1,469 $151 $9 $1,178 $2,808
City CenterProperty 12 Months Ended 12/31/2018Aria $180 -- $7 $194 $381 Vdara 11 -- 0 28 39 Other (5) -- -- -- (5)Total City Center $185 -- $7 $222 $414
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Adjusted Net Leverage Reconciliation
____________________(2) Represents the total principal amount of long-term debt less cash and cash equivalents as December 31, 2018. Proceeds from the $750 million bond offering will be used to paydown the revolver balance of $550 mill ion and remainder will be retained as cash
($ in thousands)Adjusted Annualized EBITDA
4Q'2018 Annualized Adjusted EBITDA $838,936
Empire City Transaction 50,000
Northfield OpCo Sale 60,000
Park MGM Lease Transaction 50,000
Adjustments(1) (78,752)
Adj. Annualized EBITDA $920,184
Adjusted Net Leverage Ratio
4Q'2018 Net Debt(2) $4,659,308
Empire City Transaction 245,950
Park MGM Lease Transaction 605,600
Estimated Net Proceeds from Equity Offering (548,400)
Adj. Net Debt(2) $4,962,458
Adjusted Net Leverage Ratio 5.4x
(1) Adjustments Represent the Following:
Costs related to deals that did not sign or close $2,911
TRS Adjusted EBITDA (22,599)
Total Adjustments ($19,688)
Total Adjustments Annualized ($78,752)
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(1) Rent Cov erage:
• MGM Growth Properties based on calculations in Appendix;
• National Retail Properties based on weighted av erage rent cov erage of top tenants only per Company f ilings as of 4Q’2018;
• Realty Income based on av erage Median EBITDAR / Rent Ratio on Retail properties per Company f ilings: “Based on the analy sis of the most recently prov ided inf ormation f rom retail tenants that prov ide such inf ormation. We (Realty Income) do not independently v erif y the inf ormation we receiv e f rom our retail tenants”;
• Store Capital based on Median unit lev el f ixed charge cov erage, Company def ined per Company f ilings as of 4Q’2018;
• VICI Properties based on EBITDAR / Year 1 rent pay ments per Company f ilings as of 2/2019 – “If a f ull y ear of Octav ius Tower rental income was included the resulting Corporate-Lev el Rent Cov erage would be ~3.5x.”;
• EPR Properties based on “Rent Cov erage” per Company f ilings as of 4Q’2018;
• Gaming & Leisure Properties based on weighted av erage adjusted EBITDAR rent cov erage bef ore lease pay ments per Company f ilings as of 12/2018
(2) 2018% of Rent with Unit-Lev el Financials: % of Rent w/ Unit-Lev el f inancials def ined as % of rent with tenants that hav e publicly f iled per-unit or per-property f inancials (“f inancials” def ined as at a minimum, disclosure of Net Rev enue & EBITDA OR Adjusted EBITDA). % of Rent w/ Corporate-Lev el f inancials def ined as % of rent with tenants that hav e publicly f iled corporate f inancials, AND the total of which, is reported by each respectiv e REIT in regular f ilings.
• MGP’s tenant, MGM Resorts International, publicly discloses f inancials on 100% of MGM Growth Properties’ assets, on a per property basis & on a corporate basis;
• National Retail Properties based on % of tenant corporate f inancials per Company f ilings and % of property lev el f inancial inf ormation per Company f ilings;
• Store Capital based on % of locations subject to unit-lev el f inancial reporting;
• VICI Properties’ tenant, Caesars Entertainment, publicly discloses 100% of corporate f inancials – per property -lev el f inancials not reported by tenant in most recent f ilings;
• Gaming & Leisure Properties based on 98% of rent f rom tenants with public corporate f inancials, Penn National, Boy d Gaming & El Dorado Resorts– per property -lev el f inancials not reported by tenants in most recent f ilings
(3) 2018 Same Store Rental Growth:
• MGM Growth Properties based on f ixed annual rent escalator;
• National Retail Properties based on same store rental income (cash basis) of properties y ear ended 12/31/2018 v s. 12/31/2017;
• Realty Income based on Same Store Rental Rev enue growth 12 months ended 12/31/2018 v s. 12/31/2017 per Company f ilings f or all properties;
• Store Capital based on 73% of Base Rent & Interest subject to weighted av erage annual escalation rate on annual basis of 1.8% per Company f ilings;
• VICI Properties based on 1 y ear f orward annual escalators per Company f ilings – 1.5% on $486 million initial rent f or Non-CPLV & Joliet, assumed 2% on $165 million of initial rent of $200 million total rent f or Caesars Palace Las Vegas, 1% on $87 million f or Harrah’s Las Vegas, and 2% on $17.2 million of $23.2 million total rent f or Margaritav ille Bossier City ;
• EPR Properties based on midpoint of escalators per Company Inv estor Presentation 3Q 2018, page 13;
• Gaming & Leisure Properties based on % of Rent (83%) subject to escalator * escalator (2.0%) according to Company f ilings as 11/2018; subject to minimum rent cov erage of 1.8x
(4) 2018 Net Announced Inv estment: Net Announced Acquisition def ined as acquisition v olume less disposition v olume:
• MGP, National Retail Properties, Realty Income, STOR Capital, VICI Properties and Gaming & Leisure Properties based on total announced acquisitions less total dispositions per Company f ilings;
• EPR Properties based on acquisitions and inv estments in mortgage notes only and excludes dev elopment/redev elopment, dispositions based on net proceeds f rom sale of properties & excludes mortgage note pay of fs
(5) 2018 Div idend Growth:
• MGM Growth Properties, National Retail Properties, Realty Income, Store Capital, EPR Properties and Gaming & Leisure Properties based on total div idends declared in 2018 v s 2017
• VICI Properties IPO 02/2018
(6) Calculated as most recently announced div idend annualized / share price as of 4/8/2019
Detailed Footnotes
