Merger proposed between MGM, Caesars real estate investment trusts

MGM Growth Properties, the real estate investment trust controlled by MGM Resorts International, has offered to purchase the REIT that covers a large chunk of the properties operated by Caesars Entertainment

In a letter released Tuesday morning, MGM Resorts Chairman Jim Murren, who is also chairman of MGM Growth Properties, proposed the buyout in which the MGM REIT would pay $19.50 a share for all outstanding shares of VICI Properties Inc.

In a statement, MGM Growth properties said there were discussions between the REITs in December and last week.

“We continue to believe that a combination of our two companies has a compelling strategic rationale and represents an extraordinary opportunity to create significant value for our respective shareholders,” according to the statement.

Under the proposal, MGM Growth Partners would acquire VICI through a stock transaction; however, MGM’s REIT would be willing to offer a portion of the purchase price in cash. VICI shareholders would end up owning 43 percent of the combined company.

According to the proposal, the combined REIT would have an enterprise value of approximately $22 billion. MGM Resorts’ ownership stake in the combined REIT would be reduced to 41 percent.

The two REITs own the land associated with some of the top casino resorts in the U.S., including Las Vegas and Atlantic City. MGM Resorts and Caesars Entertainment continue to operate the properties through a lease agreement, paying rent to the REITs.

VICI was formed as part of Caesars Entertainment’s bankruptcy reorganization. Caesars Palace, Harrah’s Las Vegas, and Caesars Atlantic City are among nearly 20 casino properties included in VICI.

“The combination of VICI and MGP would create one of the largest triple net lease REITs, with an unmatched portfolio of high quality leisure, entertainment and hospitality assets,” MGM said in the statement.