2019 Annual Report

2019 ANNUAL REPORT MGM GROWTH PROPERTIES 2019 ANNUAL REPORT NINE DIVIDEND INCREASES SINCE IPO >$6.7 BILLION OF COMPLETED TRANSACTIONS SINCE IPO ~31.5% DIVIDEND GROWTH SINCE APRIL 2016 IPO ~$959 MILLION OF PRO-RATA ANNUALIZED CASH RENT $15 BILLION GROSS BOOK VALUE OF REAL ESTATE ASSETS 74.4% ANNUALIZED CASH RENT GROWTH SINCE IPO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-37733 (MGM Growth Properties LLC) Commission File No. 333-215571 (MGM Growth Properties Operating Properties LP) MGM Growth Properties LLC MGM Growth Properties Operating Partnership LP (Exact name of Registrant as specified in its charter) Delaware (MGM Growth Properties LLC) 47-5513237 Delaware (MGM Growth Properties Operating Partnership LP) 81-1162318 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1980 Festival Plaza Drive, Suite 750, Las Vegas, Nevada 89135 (Address of principal executive office) (Zip Code) (702) 669-1480 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class Trading Symbol(s) on which registered Class A Shares, no par value MGP New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. MGM Growth Properties LLC Yes È No ‘ MGM Growth Properties Operating Partnership LP Yes ‘ No È Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. MGM Growth Properties LLC Yes ‘ No È MGM Growth Properties Operating Partnership LP Yes ‘ No È Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: MGM Growth Properties LLC Yes È No ‘ MGM Growth Properties Operating Partnership LP Yes È No ‘ Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). MGM Growth Properties LLC Yes È No ‘ MGM Growth Properties Operating Partnership LP Yes È No ‘ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. MGM Growth Properties LLC Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘ Smaller reporting company ‘ Emerging growth company ‘ MGM Growth Properties Operating Partnership LP Large accelerated filer ‘ Accelerated filer ‘ Non-accelerated filer È Smaller reporting company ‘ Emerging growth company ‘ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: ‘ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act): MGM Growth Properties LLC Yes ‘ No È MGM Growth Properties Operating Partnership LP Yes ‘ No È The aggregate market value of the Registrant’s Class A shares held by non-affiliates of the Registrant as of June 28, 2019 (based on the closing price on the New York Stock Exchange Composite Tape on June 28, 2019) was $2.8 billion. As of February 24, 2020, 131,331,077 shares of the Registrant’s Class A shares, no par value, were outstanding. There is no public trading market for the limited partnership units of MGM Growth Properties Operating Partnership LP. As a result, the aggregate market value of such units cannot be determined. DOCUMENTS INCORPORATED BY REFERENCE Portions of the MGM Growth Properties LLC’s definitive Proxy Statement for its 2020 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K. EXPLANATORY NOTE This report combines the Annual Reports on Form 10-K for the year ended December 31, 2019 of MGM Growth Properties LLC, a Delaware limited liability corporation, and MGM Growth Properties Operating Partnership LP, a Delaware limited partnership. Unless otherwise indicated or unless the context requires otherwise, all references in this report to “we,” “us,” “our,” “MGP” or “the Company” refer to MGM Growth Properties LLC together with its consolidated subsidiaries, including MGM Growth Properties Operating Partnership LP. Unless otherwise indicated or unless the context requires otherwise, all references to the “Operating Partnership” refer to MGM Growth Properties Operating Partnership LP together with its consolidated subsidiaries. MGP is a real estate investment trust, or REIT, and the owner of the sole general partner of the Operating Partnership. As of December 31, 2019, MGP owned approximately 36.3% of the Operating Partnership units in the Operating Partnership. The remaining approximately 63.7% of the Operating Partnership units in the Operating Partnership are owned by subsidiaries of our parent, MGM Resorts International (“MGM”). As the owner of the sole general partner of the Operating Partnership, MGP has the full, exclusive and complete responsibility for the Operating Partnership’s day-to-day management and control. We believe combining the Annual Reports on Form 10-K of MGP and the Operating Partnership into this single report results in the following benefits: • enhances investors’ understanding of MGP and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business; • eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both MGP and the Operating Partnership, which we believe will assist investors in getting all relevant information on their investment in one place rather than having to access and review largely duplicative reports; and • creates time and cost efficiencies through the preparation of one combined report instead of two separate reports. There are a few differences between MGP and the Operating Partnership, which are reflected in the disclosures in this report. We believe it is important to understand the differences between MGP and the Operating Partnership in the context of how we operate as an interrelated consolidated company. MGP is a REIT, whose only material assets consist of Operating Partnership units representing limited partner interests in the Operating Partnership and its ownership interest in the general partner of the Operating Partnership. As a result, MGP does not conduct business itself, other than acting as the owner of the sole general partner of the Operating Partnership, but it may from time to time issue additional public equity. The Operating Partnership holds all the assets of the Company. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from the offerings of Class A shares by MGP, which were contributed to the Operating Partnership in exchange for Operating Partnership units, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations and by the Operating Partnership’s issuance of indebtedness or through the issuance of Operating Partnership units. The presentation of noncontrolling interest, shareholders’ equity and partners’ capital are the main areas of difference between the consolidated financial statements of MGP and those of the Operating Partnership. The Operating Partnership units held by subsidiaries of MGM are accounted for as limited partners’ capital in the Operating Partnership’s consolidated financial statements and as noncontrolling interest within equity in MGP’s consolidated financial statements. The Operating Partnership units held by MGP in the Operating Partnership are accounted for as partners’ capital in the Operating Partnership’s consolidated financial statements and within Class A shareholders’ equity in MGP’s consolidated financial statements. The differences in the presentations between shareholders’ equity and partners’ capital result from the differences in the equity issued at the MGP and Operating Partnership levels. To help investors understand the significant differences between MGP and the Operating Partnership, this report presents the consolidated financial statements separately for MGP and the Operating Partnership. As the sole beneficial owner of MGM Growth Properties OP GP LLC, which is the sole general partner with control

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