Two indirect wholly owned subsidiaries of , MGP EscrowIssuer LLC and MGP Escrow Co-Issuer Inc., are planning a private offering of$1.05 billion principal amount of senior notes.

The offeringis in connection with the formation of the company's proposed REIT subsidiary,MGM Growth Properties LLC.MGP Escrow Issuer will be merged with and into MGM Growth Properties OperatingPartnership LP following the completion of the REIT's formation transactions.

The MGP Escrow entities will use the net proceeds, alongwith proceeds from other expected financings connected to the formationtransactions, to refund indebtedness assumed by the operating partnership fromMGM Resorts and to pay related expenses.