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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 22, 2020
MGM Growth Properties LLC
MGM Growth Properties Operating Partnership LP
(Exact name of registrant as specified in its charter)

 
Delaware
 (MGM Growth Properties LLC)
 
001-37733
 
47-5513237
 
 
Delaware
 (MGM Growth Properties Operating Partnership LP)
 
333-215571
 
81-1162318
 
 
(State or other jurisdiction
of incorporation)
 
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
1980 Festival Plaza Drive, Suite 750, Las Vegas, Nevada 89135
(Address of principal executive offices – Zip Code)
(702) 669-1480
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Class A Shares of MGM Growth Properties LLC, No Par Value
 
MGP
 
New York Stock Exchange








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 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
MGM Growth Properties LLC
☐
MGM Growth Properties Operating Partnership LP
☐

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.
MGM Growth Properties LLC
¨
MGM Growth Properties Operating Partnership LP
¨




ITEM 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Jim Murren, Chairman of the Board of Directors (the “Board”) of MGM Growth Properties LLC (the “Company”) resigned as a member of the Board on March 21, 2020, effective as of March 22, 2020, in connection with his resignation as Chairman and Chief Executive Officer of MGM Resorts International (“MGM Resorts”), the Company’s controlling shareholder. Additionally, in connection with his appointment as acting Chief Executive Officer and President of MGM Resorts, on March 24, 2020, William J. Hornbuckle resigned as a member of the Board, effective as of March 24, 2020, to focus on his new responsibilities at MGM Resorts.

(d) On March 24, 2020, the Board appointed Paul Salem and Corey Sanders as members of the Board to fill the vacancies created by the departures of Mr. Murren and Mr. Hornbuckle, respectively. Additionally, Mr. Salem was appointed Chairman of the Board. Mr. Salem serves as Chairman of the Board of MGM Resorts, the Company’s controlling shareholder, and Mr. Sanders serves as the Chief Financial Officer and Treasurer of MGM Resorts. MGM Resorts is party to several transactions with the Company, as described on pages 16-19 of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (the “Commission”) on March 20, 2019 and incorporated herein by reference. Mr. Salem will be entitled to receive the same aggregate cash and equity compensation as the lead independent director as described under “Director Compensation” in the Company’s Proxy Statement. Mr. Salem also received a pro-rated grant of restricted stock units with a target value of $33,750. The restricted stock units vest on the earlier of the first anniversary of the grant date and the date of the Company’s next annual meeting. The grant was made pursuant to the Form of Restricted Stock Unit Agreement for non-employee directors previously filed as Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed with the Commission on February 27, 2020 and incorporated herein by reference. Mr. Sanders will not receive any compensation in connection with his service on the Board.

ITEM 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 24, 2020, the Board approved an amendment to Section 12 of the Amended and Restated Limited Liability Company Agreement of the Company, dated as of April 18, 2016, to expressly permit the Company to hold shareholder meetings solely by means of remote communication as the Board may determine in its discretion.

A copy of the Company’s Amendment No. 1 to the Amended and Restated Limited Liability Company Agreement reflecting these amendments is attached as Exhibit 3.1 and is incorporated by reference in Item 5.03 of this Current Report on Form 8-K.

ITEM 9.01    Financial Statements and Exhibits.

(a)
Not applicable.
(b)
Not applicable.
(c)
Not applicable.
(d)
Exhibits:
3.1 aaa Amendment No. 1 to Amended and Restates Limited Liability Company Agreement of MGM Growth Properties LLC.
104 aaaaCover Page Interactive Data File (embedded within the Inline XBRL document).





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

 
MGM Growth Properties LLC
 
 
 
Date: March 25, 2020
By:
/s/ ANDREW HAGOPIAN III
 
 
Andrew Hagopian III
 
 
Secretary
 
 
 
 
MGM Growth Properties Operating Partnership LP
 
By:
MGM Growth Properties OP GP LLC, its general partner
 
 
 
Date: March 25, 2020
By:
/s/ ANDREW HAGOPIAN III
 
 
Andrew Hagopian III
 
 
Secretary



Exhibit 3.1

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
MGM GROWTH PROPERTIES LLC
THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MGM GROWTH PROPERTIES LLC (this “Amendment”), dated as of March 24, 2020 is entered into and effectuated by the Board of Directors of MGM Growth Properties LLC (the “Company”) pursuant to the authority granted to it in Section 12.1 of the Amended and Restated Limited Liability Company Agreement of MGM Growth Properties LLC, dated as of April 18, 2016 (the “LLC Agreement”). Capitalized terms used herein but not defined herein are used as defined in the LLC Agreement.
WITNESSETH:
WHEREAS, Section 12.1 of the LLC Agreement provides that the Board of Directors, without the approval of any Member, may amend any provision of Section 12.4 of the LLC Agreement; and
WHEREAS, the Board of Directors has determined to amend certain provisions of Section 12.4 to permit the Company to hold annual and special meetings of its Members by means of remote communication, as may be determined by the Board of Directors in its sole discretion.
NOW, THEREFORE, in consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
A.The LLC Agreement is hereby amended as follows:
1.    Section 12.4(a) of the LLC Agreement is hereby amended and restated in its entirety as follows:
(a)    Place of Meeting. All meetings of the Members shall be held at such place, either within or without the State of Delaware, as may be determined by resolution of the Board of Directors. The Board of Directors may, in its sole discretion, determine that a meeting shall not be held at any place, but may instead be held solely by means of remote communication in a manner consistent with Section 211(a) of the General Corporation Law of the State of Delaware (as may be amended from time to time).
2.    Section 12.4(i) of the LLC Agreement is hereby amended and restated in its entirety as follows:




(i)    Notice of all Members’ Meetings. Notice of each annual and special meeting, stating the place, date, and time of the meeting, the means of remote communication, if any, and, in the case of special meetings, the nature of the business to be considered, shall be given by the Secretary of the Company or an Assistant Secretary of the Company not less than ten (10) nor more than sixty (60) days before the meeting to each Member entitled to vote at the meeting at his post office address as it appears on the membership records of the Company, except as otherwise provided by law or this Agreement. No business other than that stated or included in the notice shall be transacted at any special meeting of the Members.
B.    Agreement in Effect. Except as hereby amended, the LLC Agreement shall remain in full force and effect.
C.    Applicable Law. This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of laws.
D.    Invalidity of Provisions. If any provisions of this Amendment are or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

[Rest of Page Intentionally Left Blank]





IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.
MGM GROWTH PROPERTIES LLC

By:    /s/ Andrew Hagopian III________
    Name: Andrew Hagopian III
    Title: Secretary


[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AMENDED AND RESTATED LLC AGREEMENT]