investor presentation march 2020...this presentation also contains estimates and information...

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Investor Presentation March 2020

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Page 1: Investor Presentation March 2020...This presentation also contains estimates and information concerning the Company’s industry, that are based on industry publications, reports and

Investor PresentationMarch 2020

Page 2: Investor Presentation March 2020...This presentation also contains estimates and information concerning the Company’s industry, that are based on industry publications, reports and

2

Legal Disclaimer

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 filings with the Securities and Exchange Commission (the “SEC”) 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 limited to, the Company’s expectations regarding any benefits expected to be received from the joint venture and other transactions and expectations regarding the Company’s ability to further grow its portfolio on an accretive basis. 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 ability to maintain its status as a REIT; the availability 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 ability 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 filings 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. 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 filings. 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 filings. 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 filings 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 non-GAAP financial measures as reported by MGM. Management recommends that you focus on the U.S. GAAP numbers as the best indicator of financial performance. These alternative measures are provided only as a supplement to aid in your analysis. Please see MGM’s earnings releases which have been filed with the SEC and are available on MGM’s website for a reconciliation of MGM’s non-GAAP financial measures. Financial information for MGM included in this presentation has been derived from MGM’s public filings, which includes certain expenses related to the Company that are not eliminated in consolidation.

Page 3: Investor Presentation March 2020...This presentation also contains estimates and information concerning the Company’s industry, that are based on industry publications, reports and

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Premier Net Lease REIT

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 pro-rata annualized cash rent of approximately $959 million(1) as part of long-term triple net master leases

Company Highlights

1

2

3

4

5

6

7

2

Las Vegas Assets(7)

Regional Assets

ROFO(4)

(1) Gives effect to recently completed transactions. Includes $813 million of cash rent from MGM Resorts Master Lease and $146 million from JV Master Lease (reflecting MGP’s 50.1% ownership).(2) As of 12/31/19, Adjusted for completed MGM Resorts’ transactions. See appendix for additional detail. This coverage ratio does not give effect to the announced $1.4bn OP Unit redemption(3) Based on closing share price on 2/28/2020 and annual per share dividend amount of $1.88, which amount may be changed in the future at the discretion of the Company(4) MGP has a right of first offer with respect to MGM Springfield and future developments at Empire City Casino should MGM choose to sell such assets(5) Source: MGM Resorts company filings. Capital expenditures as % of net revenues for all MGM Resort’s domestic properties. Recurring capital expenditures excludes certain redevelopment projects(6) Excluding MGP(7) MGP owns a 50.1% interest in MGM Grand Las Vegas and Mandalay Bay. Blackstone Real Estate Income Trust owns the remaining 49.9%

1.8% Annual Same Store Rent Increase

Fully Internally Managed

>$6.7 Billion of Completed Transactions since IPO

Embedded Growth Pipeline(4)

Tenant is Responsible for All Capital Expenditures

MGM Resorts paid Recurring Capital Expenditures(5) of ~4.3% of Total Domestic Net Revenues in 2019

$15 billion gross book value of Real Estate assets

1

2

5

6

3 7

4

1

8

Valuable Rental Stream High Quality Assets

Attractive Growing DividendConsistent Growth Profile

3.0x Net Rent Coverage Ratio(2)

MGM Resorts Target Domestic Net Financial Leverage of Approximately 1.0x by the end of 2020(6)

Tenant Financial Performance Publicly Disclosed

No Near Term Lease Expirations

9 Dividend Increases Since IPO

~31.5% Dividend Growth since April 2016 IPO

6.5% Dividend Yield(3)

Page 4: Investor Presentation March 2020...This presentation also contains estimates and information concerning the Company’s industry, that are based on industry publications, reports and

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Joint Venture between MGP and Blackstone Real Estate Income Trust (the “Joint Venture”) acquired the iconic real estate assets of MGM Grand and Mandalay Bay (the “Properties”) for a total consideration of $4.6bn

Transformative Joint Venture with Blackstone Real Estate Income Trust

Joint Venture Acquisition of

Premier, Iconic Las Vegas Properties

• Aggregate purchase price represents a capitalization rate of 6.35% or 15.75x forward rent of $292MM • Lease Terms:

• Annual escalator of 2% in years 1-15 and the greater of 2% or CPI thereafter (3% cap)• Tenant must spend an average of 3.5% of Net Revenues in capital expenditures based on a 5

year rolling test (subject to minimum 2.5% for each property)• Lease obligations fully guaranteed by MGM Resorts International• 30 year initial term and two 10-year renewal options at the greater of existing rent or FMV

• Joint Venture purchase of the properties financed with $1.6Bn of equity and $3.0Bn CMBS financing at attractive CMBS rates

• ~$800MM equity contribution from Blackstone Real Estate Income Trust and ~$800MM net equity contribution (non cash) from MGP reflecting $1.3Bn of existing debt contributed to the Joint Venture

• Joint Venture ownership: 50.1% by MGP and 49.9% by Blackstone Real Estate Income Trust

Reduction in MGM Ownership

• MGP has agreed to settle up to $1.4Bn of MGM OP unit redemptions in cash for up to 24 months following the closing

• Redemption price to be at a 3% discount to the 10-day trailing average closing price upon the redemption notice

• MGP expects it will fund any MGM OP unit redemptions with debt

Strategic Investment

by Blackstone Real Estate Income Trust in MGP

• Blackstone Real Estate Income Trust invested $150MM in MGP through the purchase of primary shares issued by MGP with a 2 year lockup period

• Highly respected joint venture partner highlights value of MGP portfolio• JV combines two of the most experienced hotel and gaming landlords with a premier operator in MGM

Resorts

Page 5: Investor Presentation March 2020...This presentation also contains estimates and information concerning the Company’s industry, that are based on industry publications, reports and

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World Class Joint Venture

Property Statistics(1)

• Rooms: 4,750• Includes the Delano and

Four Seasons hotels• 2.1 million SF of meeting / ballroom space• 2019 EBITDAR: $237 million• 124 acres• Key partners:

• Cirque du Soleil

Property Statistics(1)

• Rooms: 4,993• 17,000 person arena• 890k SF of meeting / ballroom space• 2019 EBITDAR: $283 million• 102 acres• Key partners:

• Hakkasan Group• Top Golf

• Contractual obligation for MGM to invest 3.5% net revenues in capital expenditures based on a 5 year rolling test

• Minimum 2% annual rent escalator on 30 year initial term with two 10-year extensions

#2 Las Vegas Convention

Space

MGM Grand Las Vegas

Mandalay Bay

(1) EBITDAR and property statistics are as of 12/31/2019 as reported by MGM Resorts

Page 6: Investor Presentation March 2020...This presentation also contains estimates and information concerning the Company’s industry, that are based on industry publications, reports and

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Enhanced Geographic Diversification

(1) MGP owns a 50.1% interest in MGM Grand Las Vegas and Mandalay Bay(2) MGP has a right of first offer on MGM Springfield and future Empire City Developments

Las Vegas Tunica, MS

Biloxi, MS

Detroit, MI

Atlantic City, NJWashington D.C.

Cleveland, OH

Las Vegas Assets Regional Assets ROFO Assets(2)

Springfield, MA

Premium portfolio consisting of 15 high-quality, mixed-use Las Vegas resorts(1), market-leading regional assets + ROFO assets(2)

New York, NY

Page 7: Investor Presentation March 2020...This presentation also contains estimates and information concerning the Company’s industry, that are based on industry publications, reports and

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MGP has acquired $305 million of rental revenues from regional properties in New York City, Cleveland, Atlantic City and Washington D.C. since IPO enhancing the

geographic diversification of its portfolio

Geographic Diversification Since IPO

Last Twelve Month Adjusted Property EBITDAR by Location as of 12/31/19

IPO Current(1)

Las Vegas 70%

Michigan 16%

Mississippi 14%

Las Vegas 48%

New Jersey11%

Washington D.C12%

Michigan10%

New York City 4%

Source: MGM Resorts International public filings(1) Las Vegas based on pro rata 50.1% share of MGM Grand Las Vegas and Mandalay Bay. Ohio calculation based on LTM EBITDA of Northfield Park

Page 8: Investor Presentation March 2020...This presentation also contains estimates and information concerning the Company’s industry, that are based on industry publications, reports and

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Gaming Revenue Volatility Over Time

Office M-RevPAF Industrial M-RevPAF Apartment M-RevPAFStrip Center M-RevPAF Hotel M-RevPAR U.S. GGR

Gaming revenues during the Financial Crisis were more stablethan most major real estate sectors

Revenue Growth Indexed to 100 in 2006

2006 2007 2008 2009 2010 2011

106

97

101

80

85

90

95

100

105

110

115

Change in Value(‘07 Peak to ‘09 Trough)

-8% Gaming (GGR)

-9% Apartment

-15% Strip Center

-17% Industrial

-18% Hotel

-19% Office

Source: Green Street Advisors – “The Gaming REITs: Sector Primer 2019” (the “Report”). Please note the Report is not a research report, nor a product of Green Street’s research department. The Green Street research department does not cover the gaming sector as of the date of the Report. Please see the last slide of this presentation for further information regarding the Report.

Page 9: Investor Presentation March 2020...This presentation also contains estimates and information concerning the Company’s industry, that are based on industry publications, reports and

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Revenue Diversification

Source: Green Street Advisors – “The Gaming REITs: Sector Primer 2019” (the “Report”). Please note the Report is not a research report, nor a product of Green Street’s research department. The Green Street research department does not cover the gaming sector as of the date of the Report. Please see the last slide of this presentation for further information regarding the Report.

The revenue composition for integrated resorts on the Las Vegas Strip has become far more diversified.

The variety of revenue sources allows operators to pull different operational levers at different points in the economic cycle. Regional properties rely on gaming revenue generated by repeat visits from their local clientele.

Integrated Resorts Regional Properties

Primary Sources of Revenue: LodgingFood & DrinksGaming (GGR) Events & Other

~20%~80%~25-30%~35%

(Used to be closer to~50% gaming, pre-GFC)

~20-25% ~15%

Revenue for destination casinos is diversified acrossgaming, food and beverage, accommodations,corporate events and non-gaming entertainment.

Demand sources rely primarily on domestic andinternational tourism, as well as corporate/conventionspending.

Revenue for regional casinos is primarily derived fromgaming.

Demand sources rely primarily on repeat, loyal, local patrons.

Typical Revenue Distribution Estimates

Page 10: Investor Presentation March 2020...This presentation also contains estimates and information concerning the Company’s industry, that are based on industry publications, reports and

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Significance of Gaming to Local Economies

$183

$117

$780

$360

2018 Detroit GGR

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.

Page 11: Investor Presentation March 2020...This presentation also contains estimates and information concerning the Company’s industry, that are based on industry publications, reports and

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Detroit, MI

Market GGR: $1.5 Billion

Property GGR: $624 Million

Market Leading Regional Portfolio(1)

Source: Department of Gaming Enforcement of New Jersey, Michigan Gaming Control Board, Maryland Lottery & Gaming Control Commission, West Virginia Lottery, Mississippi Gaming Commission, Ohio Lottery Commission(1) Based on gross gaming revenue as of the 12 months ended December 31, 2019(2) Per MGM Resorts Company Filings

Atlantic City, NJ Metro D.C/MD/WV Ohio

Market GGR: $2.7 Billion

Property GGR: $717 Million

#1 Market Leader #1 Market Leader #1 Market Leader #1 Market Leader

Market GGR: $2.1 Billion

Property GGR: $707 Million

Market GGR: $1.9 Billion

Property GGR: $254 Million

MS Gulf Coast

#1 Market Leader(2)

Market GGR: $1.3 Billion

Property GGR: $338 Million

Page 12: Investor Presentation March 2020...This presentation also contains estimates and information concerning the Company’s industry, that are based on industry publications, reports and

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Illustrative Rent Coverage Over Time

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

Geographical distribution of Adjusted EBITDA from MGP’s portfolio is approximately 48% Las Vegas / 52% Regional

Las Vegas experienced a significant supply increase in the last recession – a dynamic that currently is not present

Illustrative Rent Coverage through 2007 – 2011(1)

Illustrative Base Year Coverage

3.0x

Trough= 1.9x

50% LV / 50% Regional

Initial Coverage 2009 Trough

Rent

Page 13: Investor Presentation March 2020...This presentation also contains estimates and information concerning the Company’s industry, that are based on industry publications, reports and

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Adjusted Annualized Rent of $813 million 2% Escalator on $735 of $813 million ~$15 million expected annual rent increase on 4/1/2020(2)

2% Escalator Fixed through 4/1/2022 2% Escalator thereafter subject to annual revenue to rent

hurdle Percentage rent on $78 of $813 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)

Master Leases Provide Stable Income Plus Embedded Growth

MGM Resorts International Master Lease(1)

Joint Venture Master Lease Adjusted Annualized Rent of $292 million

100% fixed rent 2% Escalator on $292 million of rent ~$6 million expected annual rent increase on 2/14/2021 Annual escalator of 2% in years 1-15 and the greater of

2% or CPI thereafter (3% cap) 50 year total term

30 year Initial with (2) 10-Year Extensions Joint Venture ownership: 50.1% by MGP and 49.9% by

Blackstone Real Estate Income Trust

(1) – (3) Refer to Master Lease detailed footnotes in appendix.

$735 $750 $765

$78 $78

$78 $813

$828 $843

Current Year +1 Year +2

$292 $298

$304

Current Year +1 Year +2

Fixed Rent

Variable Rent

Fixed Rent

Page 14: Investor Presentation March 2020...This presentation also contains estimates and information concerning the Company’s industry, that are based on industry publications, reports and

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Leading Tenant

MGM Resorts Target Domestic Net Financial Leverage of Approximately 1.0x by the end of 2020

All Properties Under Master Leases

Corporate Guarantees from MGM Resorts

3.0x Net Rent Coverage Ratio(2)

Source: MGM Resorts International public filings. Third party logos & brands are the property of their respective owners(1) Market cap based on share price of 2/28/2020. Net Revenues based on trailing 12 months ended 12/31/2019(2) See Appendix for reconciliation(3) MGP owns a 50.1% interest in MGM Grand Las Vegas and Mandalay Bay

Rent Supported by MGM Resorts’ Diverse Portfolio of Globally Recognized Brands

MGP Portfolio

(3)

(3)

$12.1 Billion Market Cap / $12.9 Billion in Net Revenues(1)

2.5 million square feet in casino space, 3.9 million square feet in convention space and 45,157 rooms and suites

Leader in the entertainment & hospitality industry in Corporate Social Responsibility

Majority of properties are LEED / Green Key Certified

Page 15: Investor Presentation March 2020...This presentation also contains estimates and information concerning the Company’s industry, that are based on industry publications, reports and

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Significant Real Estate Asset ValuePortfolio Snapshot

Mandalay Bay + Delano

MGM National Harbor

MGM Grand Detroit

Significant Real Estate Asset Value as of 12/31/2019(1)

# of Hotel Rooms 27,442

Total Acres (Las Vegas / Regional)

642(354 / 288)

Meeting / Convention Space Square Footage >2.7 million

Total Casino Square Footage >1.3 million

Gross Book Value of Assets as of 12/31/2019 ($ in billions)

Land Value $4.6

Buildings Value $9.3

Lease Incentive Asset $0.5

Total, Land, Building and Lease Incentive Asset Value $14.5

Borgata

Park MGM

New York New York

(1) Does not include MGM Grand Las Vegas. Includes Mandalay Bay, which was contributed to the Joint Venture on 2/14/2020 that MGP owns 50.1%.

Page 16: Investor Presentation March 2020...This presentation also contains estimates and information concerning the Company’s industry, that are based on industry publications, reports and

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"--" Denotes N/A

Rent Coverage(1) 3.0x 2.6x 3.5x 2.2x -- 1.8x 1.9x

Tenant Credit Highlights:

-Tenant -% of Rents

-Net Debt/EBITDA -Credit Ratings

Tenant Target Domestic Net

Financial Leverage of ~1.0x

49% of ABR Leased to IG Tenants

18% of ABR is from Tenants with IG

Rated Debt

Median Moody's Rating of Tenants:

Ba3

ERI / CZR(7)

83% 6.6x

B1 / B+

PENN(8)

78% 2.7x

Ba3 / B+

AMC Theatres 18% 5.7x

B2 / B

% Master Leased(2) 100% -- -- 92% 90% 96% --

2019 % of Rent with Corporate-Level

Financials(3)100% -- 78% -- 91% 99% --

2019 Same Store Rental Growth(4) 1.8% 1.6% 0.1% 1.4% 1.6% 1.3% 1.8%

Current Dividend Yield(5) 6.5% 3.8% 3.9% 4.2% 4.8% 6.3% 7.7%

Enterprise Value Premium / (Discount)

to Gross Book Value(6)(7%) 65% 45% 34% 37% 73% 22%

Attractive REIT Portfolio

Sources: Company filings; FactSet, SNL Financial as of 2/28/2020 Note: “--” = Not disclosed or not available; Credit Ratings listed as Moody’s / S&P where applicable (1) – (7) Refer to REIT Portfolio detailed footnotes in appendix.

Page 17: Investor Presentation March 2020...This presentation also contains estimates and information concerning the Company’s industry, that are based on industry publications, reports and

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• ~$6.5+bn non-gaming NOI(4)

• Gaming Properties potential rent of ~$4.4bn(3)

Robust Growth Path & Strategy

(1) ~314 million units outstanding as 12/31/2019(2) Based on 1.8x – 2.0x rent coverage on LTM Adjusted EBITDA reported by MGM Resorts International related to CityCenter Holdings, LLC as of 12/31/19 ($415 million for the 12 months ended 12/31/2019)(3) Based on 2.0x rent coverage on estimated total EBITDA of target gaming opportunity universe(4) Based on 2.0x rent coverage on estimated total EBITDA of target non-gaming opportunity universe(5) Based on 50.1% of $159 million of rent allocated to the MGM Grand Las Vegas / Mandalay Bay Joint Venture from MGM Grand Las Vegas

+$476mm NOI >$11.0 billion NOI

• Springfield• Future Empire City

Developments• National Harbor +$95mm

• MGM Springfield: $960mm development opened August 2018

• ROFO on potential future Empire City Development

• Total Potential Rent: ~$208 – $231mm(2)

• Park MGM Add-ons +$50mm • Borgata +$100mm• MGM Grand LV +$80mm(5)

• MGM Joint Ventures: CityCenter and T-Mobile Arena

• ~50+ Target Gaming Properties across 20+ different owners

• +$33mm through YE 2021• +$41mm in Escalators 2017, 2018 & 2019

Completed

• ~$0.10(1) of AFFO/unit from contractual rent growth over 2 years

Growth Drivers

• Numerous attractive net lease acquisitions in leisure, entertainment, hospitality and related sectors • Evaluating opportunities

• Northfield +$60mm • Empire City +$50mm• Borgata

Totals

ROFO Properties

MGM Wholly Owned, Joint Ventures & Add-ons

Asset Diversification

Organic Growth

Industry Diversification

Page 18: Investor Presentation March 2020...This presentation also contains estimates and information concerning the Company’s industry, that are based on industry publications, reports and

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Successful Track Record of AcquisitionsMGP has executed on its pipeline of both third party and tenant sourced acquisitions completing six

transactions since IPO adding premier properties to its existing portfolio of real estate assets

$1,175 $1,188 $1,063

$1,263

$2,304

2016 2017 2018 2019 2020

(1) Real estate purchase price net of OpCo sale and interim adjusted funds from operations collected during TRS ownership(2) Cap rate based on net real estate purchase price of $697 million and initial rent of $60 million(3) Based MGP’s 50.1% interest in the Joint Venture

Annual Acquisition Volumes ($ in millions)

3rd Party Assets Acquired: $2.6bn

MGM Assets Acquired: $4.1bn

BorgataInitial Rent: $100

Value: $1,175Cap Rate: 8.5%

Seller: Boyd Gaming

National HarborInitial Rent: $95Value: $1,188

Cap Rate: 8.0%Seller: MGM Resorts

Northfield ParkReal Estate

Initial Rent: $60Value: $697(1)

Cap Rate: 8.6%(2)

Seller: Milstein Entertainment Park MGM / NoMad

ImprovementsInitial Rent: $50

Value: $638Cap Rate: 7.8%

Seller: MGM Resorts

Empire CityInitial Rent: $50

Value: $625Cap Rate: 8.0%Seller: Yonkers

Racing Corporation

MGM Grand Las Vegas / Mandalay BayJoint Venture(3)

Initial Rent: $146Value: $2,304

Cap Rate: 6.3%Seller: MGM Resorts

OpCo Sale

Page 19: Investor Presentation March 2020...This presentation also contains estimates and information concerning the Company’s industry, that are based on industry publications, reports and

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$550

$650 $662

$757 $770

$870

$946 $959

IPO Q3'16 - Q1'17 Q2'17 - Q3'17 Q4'17 - Q1'18 Q2'18 - Q4'18 Q1'19 Q2'19 - Q4'19 Q1'20

Built-in Organic Growth and Growth Through Transactions

Current Annualized Cash Rent(1)

($ in

mill

ions

)

IPO

Borgata

1st

Esc

2nd

Esc

National Harbor

Empire City

Park MGM

Northfield Park + 3rd

Esc

MGMGLV / MB JV

(1) For Q1’20 includes $813 million of cash rent from MGM Resorts Master Lease and $146 million from JV Master Lease (reflecting MGP’s 50.1% ownership).

Page 20: Investor Presentation March 2020...This presentation also contains estimates and information concerning the Company’s industry, that are based on industry publications, reports and

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$1.43

$1.55 $1.58

$1.68 $1.72

$1.75 $1.79

$1.86 $1.87 $1.88

IPO Q3'16 -Q1'17

Q2'17 -Q3'17

Q4'17 -Q1'18

Q2'18 Q3'18 Q4'18 Q1'19 Q2'19 Q3'19 -Q4'19

Dividend Growth

+31.5%

Increased dividend 9 out of the 15 dividends paid to date

Borgata

1st

Esc

National Harbor

2nd

Esc

Northfield TRS

Empire City + Park

MGM

3rd

Esc

Page 21: Investor Presentation March 2020...This presentation also contains estimates and information concerning the Company’s industry, that are based on industry publications, reports and

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$399

$1,050

$1,305

$500

$750

$350

2020 2021 2022 2023 2024 2025 2026 2027 2028

Balance Sheet

Debt Maturity Profile as of 12/31/2019 Capitalization Mix as of 12/31/2019(1)

Source: Company filingsNote: Does not give pro forma effect for joint ventures(1) Equity value based on ~313.5 million shares outstanding and share price as of 2/28/2020(2) See Appendix for reconciliation

Credit Information As of 12/31/2019(2)Total Capitalization(1)

Term Loan A

Term Loan B

Unsecured Senior Notes

As of 12/31/2019 Amount ($mm)Total Debt $4,354 Total Equity Value 9,060 Capitalization $13,414

Total Cash Balance $202 Total Revolver Capacity $1,350 Drawn Amounts on Revolver – Total Liquidity $1,552

($ in millions)

Equity Value68%

Fixed Rate Debt32%

100% of Debt Fixed

AdjustedNet Debt / Annualized Adj. EBITDA 4.5x

S&P / Moody's / FitchMGP Unsecured Rating BB- / B1 / BB+MGP Secured Rating BB- / Ba3 / BBB-MGP Corporate Family Rating BB- / Ba3 / BB+

Page 22: Investor Presentation March 2020...This presentation also contains estimates and information concerning the Company’s industry, that are based on industry publications, reports and

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Balance Sheet Continued

2.9x

4.6x 4.5x 4.0x

5.5x

Actual as of 12/31/2019 Current Leverage Adjusted for ForwardEquity Settle & JV Transaction

Illustrative Further Adjusted for Full$1.4bn OP Unit Redemption

Wholly Owned Joint Venture Pro Rata

Net Debt / Adjusted EBITDA(1)

(1) See Appendix for reconciliation

MGP’s balance sheet is well-positioned for future potential acquisitions

Actual as of 12/31/2019

($ in millions) Wholly Owned

Adjusted EBITDA $932

Net Debt $4,152

65% LTV 65% LTV

Current Leverage Adjusted for Forward Equity Settlement & JV Transaction

Wholly Owned

Joint Venture Pro Rata

$799 $292 $945

$2,283 $3,000 $3,785

Illustrative Further Adjusted for $1.4bn OP Unit Redemption

Wholly Owned

Joint Venture Pro Rata

$799 $292 $945

$3,697 $3,000 $5,199

Current

Page 23: Investor Presentation March 2020...This presentation also contains estimates and information concerning the Company’s industry, that are based on industry publications, reports and

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Superior Portfolio and Growth

Stable Rent 3.0x Net Rent Coverage Ratio(1)

MGM Resorts Target Domestic Net Financial Leverage of Approximately 1.0x by the end of 2020(2)

MGM Corporate Guarantees - Tenant Financial Performance Disclosed

No Near Term Annual Lease Expirations

Growth Opportunities 1.8%+ Same Store Annual Rental Revenue

Increases

MGM Springfield and Empire City ROFOs

$4+ Billion of Gaming Real Estate NOI opportunities identified

$6+ Billion of Leisure, Entertainment and Hospitality related asset opportunities

Superior Value Significant tax revenue generators for state and

local governments / economies

$14.5 Billion Gross Book Value of Assets(3)

6.5% Dividend Yield(4)

MGM Resorts paid Recurring Capital Expenditures of ~4.3% of Total Domestic Net Revenues in 2019(5)

Proven Track Record 31.5% Dividend Growth Since IPO

>$6.7 Billion of Announced Transactions since IPO

Increased dividend 9 out of the 15 dividends paid to date

Fully Internally Managed

(1) As of 12/31/19, Adjusted for completed MGM Resorts’ transactions. See appendix for additional detail. This coverage ratio does not give effect to the announced $1.4bn OP Unit redemption(2) Excluding MGP(3) As of 12/31/2019(4) Based on closing share price on 2/28/2020 and annual per share dividend amount of $1.88, which amount may be changed in the future at the discretion of the Company(5) Source: MGM Resorts company filings. Capital expenditures as % of net revenues for all MGM Resort’s domestic properties. Recurring capital expenditures excludes certain redevelopment projects

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Appendix

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Leading Net Rent Coverage

Source: MGM Resorts International public filings .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 limited 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 ability to pay rent under the master lease.

Dividend Adjusted Net Rent Coverage($ in millions) FY2019 Ownership % Pro RataWholly-OwnedMGM Resorts Adjusted EBITDAR Related to:

Domestic Resorts $2,613 100.00% $2,613 Management & Other Operations 25 100.00% 25 Corporate (Excluding Stock-Based Compensation) (411) 100.00% (411)Less: Circus Circus Las Vegas (47) 100.00% (47)

Total Wholly-Owned $2,180 $2,180

Joint VenturesCityCenter $415 50.00% $208 MGM China 735 55.95% 411

Total Wholly-Owned + Joint Ventures $1,150 $619

Pro Rata Share $2,798

Net RentCash Rent Paid to MGM Grow th Properties in 2019 $914

Plus: Pro rata Bellagio Rent to Blackstone $233Less: Mandalay Bay Rent ($133)Plus: Joint Venture Rent $292Less: 2019 Dividends Paid to MGM OP Units ($372)

Net Rent $934

Corporate Rent Coverage 3.0x

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MGP Adjusted EBITDA and Leverage Reconciliation

(1) Assumes full $1.4bn OP Unit Redemption

As Reported($ in millions) Three Months Ended

December 31, 2019

Reconciliation of Non-GAAP Financial MeasuresNet Income 72.9 Real estate depreciation 71.6 Property transactions, net (0.5)Funds from Operations $144.0

Amortization of f inancing costs and cash f low hedges 2.5 Non-cash compensation expense 0.7 Straight-line rental revenues, excluding lease incentive asset 11.7 Amortization of lease incentive asset and deferred revenue on non-normal tenant improvements 4.6

Acquisition-related expenses 1.3 Non-cash ground lease rent, net 0.3 Other expenses 6.8 Loss on unhedged interest rate sw aps, net 3.9 Provision for income taxes 1.8

Adjusted Funds from Operations $177.5

Interest income (1.0)Interest expense 59.0 Amortization of f inancing costs and cash f low hedges (2.5)

Adjusted EBITDA $233.0

Annualized Adjusted EBITDA $931.9

Interest expense 59.0 Less: Amortization of f inancing fees (2.5)Less: Interest income (1.0)Cash interest expense $55.4

Annualized Cash Interest Expense $221.7

Total Debt as of 12/31/2019 $4,354 Less: Cash and Cash Equivalents (202)

Net Debt as of 12/31/2019 $4,152

Net Debt / Adjusted EBITDA as of 12/31/2019 4.5x

Adjustments to Adjusted EBITDAQ4 Annualized Adjusted EBITDA $931.9

Less: Mandalay Bay Rent (133.0)Wholly Ow ned Adjusted EBITDA $798.9

Plus: Pro rata share (50.1%) of Joint Venture Rent 146.3Adjusted Pro-Rata EBITDA as Further Adjusted $945.2

Net Debt as of 12/31/2019 $4,152 Less: Assumed Paydow n of Net Debt (1,869)

Wholly Ow ned Current Net Debt as Adjusted $2,283Plus: Pro-rata share (50.1%) of Joint Venture CMBS 1,502

Current Pro-Rata Net Debt as Adjusted $3,785

Current Pro-Rata Net Debt to Adjusted EBITDA as Further Adjusted 4.0x

Current Pro-Rata Net Debt as Adjusted $3,785Plus: Debt to be Incurred for OP Unit Redemption w ith Fees 1,414

Illustrative Pro-Rata Net Debt as adjusted for OP Unit Redemption $5,199

Illustrative Pro-Rata Net Debt to Adjusted EBITDA as Further Adjusted 5.5x

Adjusted EBITDA Reconciliation Adjusted Leverage Reconciliation

(1)

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REIT Portfolio Detailed Footnotes(1) Rent Coverage:

• MGM Growth Properties based on calculations in Appendix• National Retail Properties based on average rent coverage of top tenants only per Company filings as of 4Q’2019; • Realty Income based on Median EBITDAR / Rent Ratio on Retail properties per Company filings: “Based on the analysis of the most recently provided information from retail tenants that provide such information. We (Realty

Income) do not independently verify the information we receive from our retail tenants”; • Store Capital based on Median unit level fixed charge coverage, Company defined per Company filings as of 4Q’2019;• VICI Properties did not disclose rent coverage in investor presentation published 2/24/2020;• EPR Properties based on “Rent Coverage” per Company filings as of 4Q’2019; • Gaming & Leisure Properties based on weighted average rent coverage per Company filings as of 9/2019

(2) Based % of Annual Cash rent that is Master Leased per each company’s filings

(3) % of Rent w/ Corporate-Level financials defined as % of rent with tenants that have publicly filed corporate financials, and the total of which, is reported by each respective REIT in regular filings: • MGP’s tenant, MGM Resorts International, publicly discloses financials on 100% of MGM Growth Properties’ assets on a corporate basis;• National Retail Properties based on % of tenant corporate financials per Company filings and % of property level financial information per Company filings;• Store Capital based on % of locations subject to unit-level financial reporting;• VICI Properties based on 91% of rent from tenants with public corporate financials, Penn National, Century Casinos, Caesars Entertainment & El Dorado Resorts• Gaming & Leisure Properties based on 99% of rent from tenants with public corporate financials, Penn National, Boyd Gaming & El Dorado Resorts

(4) 2019 Same Store Rental Growth:• MGM Growth Properties based on fixed annual rent escalator; • National Retail Properties based on same store rental income (cash basis) of properties year ended 12/31/2019 vs. 12/31/2018;• Realty Income based on Same Store Rental Revenue growth 12 months ended 12/31/2019 vs. 12/31/2018 per Company filings for all properties; • Store Capital based on 75% of Base Rent & Interest subject to weighted average annual escalation rate on annual basis of 1.9% per Company filings; • VICI Properties based on 1 year forward annual escalators per Company filings – 1.5% on $654 million rent for Regional Master Lease & Joliet Lease (excludes rent to 20% partner for Harrah’s Joliet), assumed 2.0% (excluding

effect from change in CPI) on $395 million of rent for Las Vegas Master Lease , 2.0% on $17 million of $24 million total rent for Margaritaville Bossier City, 2.0% on $43 million of $56 million total rent for Greektown, 1.5% on $43 million rent for Hard Rock Cincinnati, 1.0% on $25 million rent for Century Casinos Master Lease and 1.0% on $66 million of rent for Jack Master Lease;

• EPR Properties based on midpoint of escalators per Company Investor Presentation 4Q 2019 on page 14;• Gaming & Leisure Properties based on (Building base rent as of FY 2019 multiplied by maximum base rent escalator) divided by total cash rental income as of FY 2019

(5) Calculated as most recently announced dividend annualized / share price as of 2/28/2020

(6) Enterprise Value as % of Gross Book Value:• Based on company filings as of 12/31/2019 and share price as of 2/28/2020

• Enterprise Value defined as equity value plus total debt and preferred equity

• Book value based on the following reported values for each net lease REIT:

• MGP book value based on reported land, buildings and lease incentive asset values• NNN book value based on reported land, buildings and improvements, work in progress for buildings and improvements, leasehold interests, real estate held for sale, gross investment in direct financing leases and real

estate construction commitments values• O book value based on reported land, buildings and improvements and real estate held for sale values• STOR book value based on reported land, buildings and improvements, real estate investments held for sale, and direct financing leases values• VICI book value based on reported land and land improvements, buildings and improvements, gross real estate investments (TRS), investment in direct financing leases & sales type leases, and investment in operating

leases values• EPR book value based on reported land, buildings, work in progress for buildings, leasehold interest, gross real estate investments (TRS) and gross investment in direct financing leases values• GLPI book value based on reported land, buildings, gross real estate investments (TRS) and mortgage loan receivable values

(7) CZR / ERI Lease adjusted leverage based on debt figures per 6/24/2019 ERI Investor Presentation, Rent Capitalized at 8x and ERI provided projections for each company, pro forma for Twin River and Century asset sales, per 10/11/2019 Merger Proxy

(8) PENN National based on Traditional Net Debt and 2019 Actual EBITDAR less cash payments to REIT Landlords under Triple Net Leases per company 4Q’2019 earnings release

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Master Lease Detailed Footnotes(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. Gives effect to removal of Mandalay Bay from Master Lease

(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 the end 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

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*The following information is from Green Street Advisors' industry primer, "The Gaming REITs: Sector Primer 2019," available at https://info.greenstreetadvisors.com/hubfs/ Green%20Street%20Sector%20Primer%20-%20Gaming%20REITs.pdf.

This is not a research report, nor a product of Green Street’s research department. The Green Street research department does not cover the gaming sector as of the date of this report. This report was produced by Green Street’s Advisory team and was purchased by a consortium of three gaming REITs (Gaming and Leisure Properties, MGM Growth Properties, and VICI) who have approved it for public dissemination.

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