Consolidating Financial Information

12 Months Ended

Dec. 31, 2018

Condensed Financial Information Disclosure [Abstract]

The Operating Partnership’s senior notes were co-issued by the Operating Partnership and MGP Finance Co-Issuer, Inc., a 100% owned finance subsidiary of the Operating Partnership. Obligations to pay principal and interest on the senior notes are currently guaranteed by all of the Operating Partnership’s subsidiaries, other than MGP Finance Co-Issuer, Inc., each of which is directly or indirectly 100% owned by the Operating Partnership. Such guarantees are full and unconditional, and joint and several and are subject to release in

accordance with the events described below. Separate condensed financial information for the subsidiary guarantors as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 are presented below.

The guarantee of a subsidiary guarantor will be automatically released upon (i) a sale or other disposition (including by way of consolidation or merger) of the subsidiary guarantor, or the capital stock of the subsidiary guarantor; (ii) the sale or disposition of all or substantially all of the assets of the subsidiary guarantor; (iii) the designation in accordance with the indenture of a subsidiary guarantor as an unrestricted subsidiary; (iv) at such time as such subsidiary guarantor is no longer a subsidiary guarantor or other obligor with respect to any credit facilities or capital markets indebtedness of the Operating Partnership; or (v) defeasance or discharge of the notes.



CONSOLIDATING BALANCE SHEET INFORMATION

	December 31, 2018
	Operating				Guarantor
	Partnership		Co-Issuer		Subsidiaries		Eliminations			Consolidated
	(in thousands)
Real estate investments, net	$	572	$	—	$	10,505,557	$	—		$	10,506,129
Cash and cash equivalents	3,995		—		—		—			3,995
Tenant and other receivables, net	26		—		7,642		—			7,668
Intercompany	841,179		—		—		(841,179		)	—
Prepaid expenses and other assets	34,813		—		—		—			34,813
Investments in subsidiaries	9,790,350		—		—		(9,790,350		)	—
Above market lease, asset	—		—		43,014		—			43,014
Assets held for sale	—		—		355,688		—			355,688
Total assets	$	10,670,935	$	—	$	10,911,901	$	(10,631,529	)	$	10,951,307
Debt, net	4,666,949		—		—		—			4,666,949
Due to MGM Resorts International and affiliates	227		—		—		—			227
Intercompany	—		—		841,179		(841,179		)	—
Accounts payable, accrued expenses, and other liabilities	13,102		—		7,694		—			20,796
Above market lease, liability	—		—		46,181		—			46,181
Accrued interest	26,096		—		—		—			26,096
Distribution payable	119,055		—		—		—			119,055
Deferred revenue	—		—		163,926		—			163,926
Deferred income taxes, net	—		—		33,634		—			33,634
Liabilities related to assets held for sale	—		—		28,937		—			28,937
Total liabilities	4,825,429		—		1,121,551		(841,179		)	5,105,801
General partner	—		—		—		—			—
Limited partners	5,845,506		—		9,790,350		(9,790,350		)	5,845,506
Total partners’ capital	5,845,506		—		9,790,350		(9,790,350		)	5,845,506
Total liabilities and partners’ capital	$	10,670,935	$	—	$	10,911,901	$	(10,631,529	)	$	10,951,307



CONSOLIDATING BALANCE SHEET INFORMATION

	December 31, 2017
	Operating				Guarantor
	Partnership		Co-Issuer		Subsidiaries		Eliminations			Consolidated
	(in thousands)
Real estate investments, net	$	488	$	—	$	10,021,450	$	—		$	10,021,938
Cash and cash equivalents	259,722		—		—		—			259,722
Tenant and other receivables, net	299		—		6,086		—			6,385
Intercompany	1,383,397		—		—		(1,383,397		)	—
Prepaid expenses and other assets	18,487		—		—		—			18,487
Investments in subsidiaries	8,479,388		—		—		(8,479,388		)	—
Above market lease, asset	—		—		44,588		—			44,588
Total assets	$	10,141,781	$	—	$	10,072,124	$	(9,862,785	)	$	10,351,120
Debt, net	3,934,628		—		—		—			3,934,628
Due to MGM Resorts International and affiliates	962		—		—		—			962
Intercompany	—		—		1,383,397		(1,383,397		)	—
Accounts payable, accrued expenses, and other liabilities	4,154		—		6,086		—			10,240
Above market lease, liability	—		—		47,069		—			47,069
Accrued interest	22,565		—		—		—			22,565
Distribution payable	111,733		—		—		—			111,733
Deferred revenue	—		—		127,640		—			127,640
Deferred income taxes, net	—		—		28,544		—			28,544
Total liabilities	4,074,042		—		1,592,736		(1,383,397		)	4,283,381
General partner	—		—		—		—			—
Limited partners	6,067,739		—		8,479,388		(8,479,388		)	6,067,739
Total partners’ capital	6,067,739		—		8,479,388		(8,479,388		)	6,067,739
Total liabilities and partners’ capital	$	10,141,781	$	—	$	10,072,124	$	(9,862,785	)	$	10,351,120



CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION

	Year Ended December 31, 2018
	Operating					Guarantor
	Partnership			Co-Issuer		Subsidiaries			Eliminations			Consolidated
	(in thousands)
Revenues
Rental revenue	$	—		$	—	$	746,253		$	—		$	746,253
Tenant reimbursements and other	—			—		123,242			—			123,242
	—			—		869,495			—			869,495
Expenses
Depreciation	108			—		266,514			—			266,622
Property transactions, net	—			—		20,319			—			20,319
Reimbursable expenses	—			—		119,531			—			119,531
Amortization of above market lease, net	—			—		686			—			686
Acquisition-related expenses	6,149			—		—			—			6,149
General and administrative	16,048			—		—			—			16,048
	22,305			—		407,050			—			429,355
	(22,305		)	—		462,445			—			440,140
Equity in earnings of subsidiaries	476,353			—		—			(476,353		)	—
Other income (expense)
Interest income	13,377			—		—			(10,876		)	2,501
Interest expense	(215,532		)	—		(10,876		)	10,876			(215,532		)
Other	(7,191		)	—		—			—			(7,191		)
	(209,346		)	—		(10,876		)	—			(220,222		)
Income (loss) from continuing operations before income taxes	244,702			—		451,569			(476,353		)	219,918
Provision for income taxes	—			—		(5,779		)	—			(5,779		)
Income from continuing operations, net of tax	$	244,702		$	—	$	445,790		$	(476,353	)	$	214,139
Income from discontinued operations, net of tax (Note 3)	—			—		30,563			—			30,563
Net income (loss)	$	244,702		$	—	$	476,353		$	(476,353	)	$	244,702

Other comprehensive income (loss)
Net income (loss)	244,702			—		476,353			(476,353		)	244,702
Unrealized gain on cash flow hedges	4,128			—		—			—			4,128
Comprehensive income (loss)	$	248,830		$	—	$	476,353		$	(476,353	)	$	248,830



CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION

	Year Ended December 31, 2018
	Operating					Guarantor
	Partnership			Co-Issuer		Subsidiaries			Eliminations		Consolidated
	(in thousands)
Cash flows from operating activities
Net cash provided by (used in) operating activities	$	(210,132	)	$	—	$	766,933		$	—	$	556,801
Cash flows from investing activities
Capital expenditures for property and equipment	(192		)	—		—			—		(192		)
Acquisition of Northfield, net of cash acquired	(1,068,336		)	—		—			—		(1,068,336		)
Net cash provided by (used in) investing activities	(1,068,528		)	—		—			—		(1,068,528		)
Cash flows from financing activities
Net borrowings (repayments) under bank credit facility	727,750			—		—			—		727,750
Deferred financing costs	(17,490		)	—		—			—		(17,490		)
Distributions paid	(454,260		)	—		—			—		(454,260		)
Cash received by Parent on behalf of Guarantor Subsidiaries	766,933			—		(766,933		)	—		—
Net cash provided by (used in) financing activities	1,022,933			—		(766,933		)	—		256,000
Cash flows from discontinued operations
Cash flows from operating activities	—			—		23,406					23,406
Cash flows from investing activities	—			—		32,416					32,416
Cash flows from financing activities	—			—		—					—
Net cash from discontinued operations	—			—		55,822			—		55,822
Cash and cash equivalents
Net increase (decrease) for the period, including cash and cash equivalents classified as held for sale	(255,727		)	—		55,822			—		(199,905		)
Less: change in cash and cash equivalents classified as held for sale	—			—		55,822			—		55,822
Net increase (decrease) for the period	(255,727		)	—		—			—		(255,727		)
Balance, beginning of period	259,722			—		—			—		259,722
Balance, end of period	$	3,995		$	—	$	—		$	—	$	3,995



CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION

	Year Ended December 31, 2017
	Operating					Guarantor
	Partnership			Co-Issuer		Subsidiaries			Eliminations			Consolidated
	(in thousands)
Revenues
Rental revenue	$	—		$	—	$	675,089		$	—		$	675,089
Tenant reimbursements and other	—			—		90,606			—			90,606
	—			—		765,695			—			765,695
Expenses
Depreciation	—			—		260,455			—			260,455
Property transactions, net	—			—		34,022			—			34,022
Reimbursable expenses	—			—		88,254			—			88,254
Amortization of above market lease, net	—			—		686			—			686
Acquisition-related expenses	17,304			—		—			—			17,304
General and administrative	12,189			—		—			—			12,189
	29,493			—		383,417			—			412,910
	(29,493		)	—		382,278			—			352,785
Equity in earnings of subsidiaries	377,372			—		—			(377,372		)	—
Other income (expense)
Interest income	3,907			—		—			—			3,907
Interest expense	(184,175		)	—		—			—			(184,175		)
Other	(1,621		)	—		—			—			(1,621		)
	(181,889		)	—		—			—			(181,889		)
Income (loss) before income taxes	165,990			—		382,278			(377,372		)	170,896
Provision for income taxes	—			—		(4,906		)	—			(4,906		)
Net income (loss)	$	165,990		$	—	$	377,372		$	(377,372	)	$	165,990

Other comprehensive income (loss)
Net income (loss)	165,990			—		377,372			(377,372		)	165,990
Unrealized gain on cash flow hedges	9,782			—		—			—			9,782
Comprehensive income (loss)	$	175,772		$	—	$	377,372		$	(377,372	)	$	175,772



CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION

	Year Ended December 31, 2017
	Operating					Guarantor
	Partnership			Co-Issuer		Subsidiaries			Eliminations		Consolidated
	(in thousands)
Cash flows from operating activities
Net cash provided by (used in) operating activities	$	(198,925	)	$	—	$	681,503		$	—	$	482,578
Cash flows from investing activities
Capital expenditures for property and equipment funded by Parent	(488		)	—		—			—		(488		)
MGM National Harbor transaction	(462,500		)	—		—			—		(462,500		)
Net cash used in investing activities	(462,988		)	—		—			—		(462,988		)
Cash flows from financing activities
Proceeds from issuance of debt	350,000			—		—			—		350,000
Deferred financing costs	(5,598		)	—		—			—		(5,598		)
Repayment of assumed debt	(425,000		)	—		—			—		(425,000		)
Repayment of debt principal	(41,875		)	—		—			—		(41,875		)
Proceeds from purchase of Operating Partnership units by MGP	387,548			—		—			—		387,548
Distributions paid	(385,435		)	—		—			—		(385,435		)
Cash received by Parent on behalf of Guarantor Subsidiaries	681,503			—		(681,503		)	—		—
Net cash provided by (used in) financing activities	561,143			—		(681,503		)	—		(120,360		)
Cash and cash equivalents
Net decrease for the period	(100,770		)	—		—			—		(100,770		)
Balance, beginning of period	360,492			—		—			—		360,492
Balance, end of period	$	259,722		$	—	$	—		$	—	$	259,722



CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION

	Year Ended December 31, 2016
	Operating					Guarantor
	Partnership			Co-Issuer		Subsidiaries			Eliminations			Consolidated
	(in thousands)
Revenues
Rental revenue	$	—		$	—	$	419,239		$	—		$	419,239
Tenant reimbursements and other	—			—		48,309			—			48,309
	—			—		467,548			—			467,548
Expenses
Depreciation	—			—		220,667			—			220,667
Property transactions, net	—			—		4,684			—			4,684
Reimbursable expenses	—			—		68,063			—			68,063
Amortization of above market lease, net	—			—		286			—			286
Acquisition-related expenses	10,178			—		—			—			10,178
General and administrative	9,896			—		—			—			9,896
	20,074			—		293,700			—			313,774
	(20,074		)	—		173,848			—			153,774
Equity in earnings of subsidiaries	171,584			—		—			(171,584		)	—
Other income (expense)
Interest income	774			—		—			—			774
Interest expense	(116,212		)	—		—			—			(116,212		)
Other	(726		)	—		—			—			(726		)
	(116,164		)	—		—			—			(116,164		)
Income (loss) before income taxes	35,346			—		173,848			(171,584		)	37,610
Provision for income taxes	—			—		(2,264		)	—			(2,264		)
Net income (loss)	$	35,346		$	—	$	171,584		$	(171,584	)	$	35,346

Other comprehensive income (loss)
Net income (loss)	35,346			—		171,584			(171,584		)	35,346
Unrealized gain on cash flow hedges	1,879			—		—			—			1,879
Comprehensive income (loss)	$	37,225		$	—	$	171,584		$	(171,584	)	$	37,225



CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION

	Year Ended December 31, 2016
	Operating					Guarantor
	Partnership			Co-Issuer		Subsidiaries			Eliminations		Consolidated
	(in thousands)
Cash flows from operating activities
Net cash provided by (used in) operating activities	$	(99,884	)	$	—	$	397,665		$	—	$	297,781
Cash flows from investing activities
Capital expenditures for property and equipment funded by Parent	—			—		(138,987		)	—		(138,987		)
Net cash used in investing activities	—			—		(138,987		)	—		(138,987		)
Cash flows from financing activities
Proceeds from issuance of debt	3,700,000			—		—			—		3,700,000
Deferred financing costs	(77,163		)	—		—			—		(77,163		)
Repayment of bridge facilities	(4,544,850		)	—		—			—		(4,544,850		)
Repayment of debt principal	(16,750		)	—		—			—		(16,750		)
Proceeds from purchase of Operating Partnership units by MGP	1,132,468			—		—			—		1,132,468
Distributions paid	(150,829		)	—		—			—		(150,829		)
Cash received by Parent on behalf of Guarantor Subsidiaries	417,500			—		(417,500		)	—		—
Net cash transfers from Parent	—			—		158,822			—		158,822
Net cash provided by (used in) financing activities	460,376			—		(258,678		)	—		201,698
Cash and cash equivalents
Net increase for the period	360,492			—		—			—		360,492
Balance, beginning of period	—			—		—			—		—
Balance, end of period	$	360,492		$	—	$	—		$	—	$	360,492