Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule of the Securities Exchange Act of 1934 (17 CFR

On September 23, 2021, MGM Growth Properties Operating Partnership LP (“”) and MGP Finance Inc. (the “” and, together with MGP OP, the “”) entered into supplemental indentures (each, a “” and collectively, the “”) to each of the indentures governing the Issuers’ outstanding senior notes, which comprise: (i) the indenture, by and among the Issuers, the subsidiary guarantors party thereto (the “”) and U.S. Bank National Association, as Trustee (the “”), dated as of April 20, 2016, providing for the issuance of 5.625% Senior Notes due 2024 (the “” and, such indenture, the “”); (ii) the indenture, by and among the Issuers, the Subsidiary Guarantors party thereto and the Trustee, dated as of August 12, 2016, providing for the issuance of 4.500% Senior Notes due 2026 (the “” and, such indenture, the “”); (iii) the indenture, by and among the Issuers, the Subsidiary Guarantors party thereto and the Trustee, dated as of September 21, 2017, providing for the issuance of 4.500% Senior Notes due 2028 (the “” and, such indenture, the “”); (iv) the indenture, by and among the Issuers, the Subsidiary Guarantors party thereto and the Trustee, dated as of January 25, 2019 providing for the issuance of 5.750% Senior Notes due 2027 (the “” and, such indenture, the “”); (v) the indenture, by and among the Issuers, the Subsidiary Guarantors party thereto and the Trustee, dated as of June 5, 2020, providing for the issuance of 4.625% Senior Notes due 2025 (the “” and, such indenture, the “”); and (vi) the indenture, by and among the Issuers, the Subsidiary Guarantors party thereto and the Trustee, dated as of November 19, 2020, providing for the issuance of 3.875% Senior Notes due 2029 (the “” and, collectively, with the 2024 Notes, the 2026 Notes, the 2028 Notes, the 2027 Notes and the 2025 Notes, the “,” and, such indenture, the “” and the 2024 Notes Indenture, 2026 Notes Indenture, 2028 Notes Indenture, 2027 Notes Indenture, 2025 Notes Indenture and the 2029 Notes Indenture, in each case as amended and supplemented as of the date hereof, each, an “” and collectively, the “”).

Each Supplemental Indenture, when operative, will (i) eliminate substantially all restrictive covenants in each Indenture and (ii) eliminate certain of the event of default provisions in each Indenture (collectively, the “”). The Amendments will become operative upon the settlement date described in the confidential Offering Memorandum, dated September 13, 2021 (the “”), relating to the offer to exchange the Notes issued by the Issuers for up to $4.20 billion in aggregate principal amount of new notes to be issued by VICI Properties L.P. and VICI Note Co. Inc., and the solicitation of consents to amend the Indentures governing the Notes. Such settlement date is expected to occur concurrently with, and is conditioned upon, the closing of the previously announced merger transactions (the “”) pursuant to the Master Transaction Agreement dated August 4, 2021 by and among MGP OP, VICI Properties Inc., Venus Sub LLC, VICI Properties L.P., VICI Properties OP LLC and MGM Resorts International, and is subject to the other terms and conditions described in the Offering Memorandum.

The descriptions of the Amendments and the Supplemental Indentures set forth above are qualified in their entirety by reference to the full text of each applicable Supplemental Indenture, each of which is incorporated herein by reference to Exhibits 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6 to this Current Report on

The disclosure set forth in Item 1.01 of this Current Report on is incorporated into this item by reference.

This Form contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the completion of the Transaction. Forward-looking statements