SHAREHOLDERS' EQUITY AND PARTNERS' CAPITAL | SHAREHOLDERS’ EQUITY AND PARTNERS’ CAPITAL MGP shareholders . Issuance of Class A shares. On January 31, 2019, the Company completed an offering of 19.6 million Class A shares representing limited liability company interests in a registered public offering, including 2.6 million Class A shares sold pursuant to the exercise in full by the underwriters of their over-allotment option, for net proceeds of approximately $548.4 million. On April 30, 2019, the Company entered into an ATM program to offer and sell up to an aggregate sales price of $300 million Class A shares through sales agents at prevailing market prices or agreed-upon prices. During the year ended December 31, 2019, the Company issued 5.3 million Class A shares under the program for net proceeds of approximately $161.0 million. On February 12, 2020, the Company received net proceeds of approximately $18.7 million for 0.6 million of forward shares settled under the ATM program. On November 22, 2019, the Company completed an offering of 30.0 million Class A shares in a registered public offering. The offering consisted of 18.0 million shares sold directly to the underwriters at closing for net proceeds of approximately $540.6 million after deducting underwriting discounts and commissions and 12.0 million shares sold under forward purchase agreements. On February 11 through February 13, 2020, the Company received net proceeds of approximately $355.9 million for 12.0 million of forward shares settled. The forward shares settled in exchange for cash proceeds per share equal to the applicable forward sale price, which was the public offering price less the underwriting discount and was subject to certain adjustments as provided in the forward sale agreements. On February 14, 2020, in connection with the MGP BREIT Venture Transaction, the Company completed a registered sale of 4.9 million Class A shares to BREIT for proceeds of $150.0 million. On March 15, 2021, the Company completed an offering of 21.9 million Class A shares in a registered public offering for net proceeds of approximately $676.0 million. On May 12, 2021, the Company resumed its 2019 ATM program to offer and sell the remaining $117.7 million of aggregate cash proceeds from sales of Class A shares under the $300 million program through sales agents at prevailing market prices or agreed-upon prices. The Company issued 3.3 million Class A shares for net proceeds of $116.8 million during the year ended December 31, 2021 and completed its ATM program. Operating Partnership capital and noncontrolling interest ownership transactions. The following discloses the effects of changes in the Company’s ownership percentage interest in its subsidiary, the Operating Partnership, on the Class A shareholders’ equity: For the years ended 2021 2020 2019 (in thousands) Net income attributable to MGM Growth Properties $ 205,503 $ 76,129 $ 90,260 Transfers from/(to) noncontrolling interest: Empire City Transaction — — 23,745 Issuance of Class A shares 656,361 442,717 1,049,582 Park MGM Transaction — — 2,496 Northfield OpCo Transaction — — (27,439) MGP BREIT Venture Transaction — 8,287 — Redemption of temporary equity — (114,924) — Redemption of Operating Partnership units (227,487) — — Other (840) 1,275 1,183 Net transfers from noncontrolling interest 428,034 337,355 1,049,567 Change from net income attributable to MGM Growth Properties and transfers to noncontrolling interest $ 633,537 $ 413,484 $ 1,139,827 Empire City Transaction. On January 29, 2019, in connection with the Empire City Transaction, the Operating Partnership issued 12.9 million Operating Partnership units to a subsidiary of MGM and MGP’s indirect ownership percentage in the Operating Partnership decreased from 26.7% to 25.4%. Issuance of Class A shares and Operating Partnership units - January 2019. On January 31, 2019, in connection with the Company’s registered offering of Class A shares, the Operating Partnership issued 19.6 million Operating Partnership units to the Company and MGP’s indirect ownership percentage in the Operating Partnership increased from 25.4% to 30.3%. Park MGM Transaction. On March 7, 2019, in connection with the Park MGM Transaction, the Operating Partnership issued 1.0 million Operating Partnership units to a subsidiary of MGM and MGP’s indirect ownership percentage in the Operating Partnership decreased from 30.3% to 30.2%. Northfield OpCo Transaction. On April 1, 2019, in connection with the Northfield OpCo Transaction, 9.4 million Operating Partnership units were ultimately redeemed by the Operating Partnership and MGP’s indirect ownership percentage in the Operating Partnership increased from 30.2% to 31.2%. Issuance of Class A shares and Operating Partnership units - ATM Program - 2019. In connection with the Company’s issuance of Class A shares under the ATM program during 2019, the Operating Partnership issued 5.3 million Operating Partnership units to the Company. Subsequent to the collective issuances, the ownership percentage in the Operating Partnership was 32.4%. Issuance of Class A shares and Operating Partnership units - November 2019. On November 22, 2019, in connection with the Company’s registered offering of Class A shares, the Operating Partnership issued 18.0 million Operating Partnership units to the Company. As a result of this transaction, MGP’s indirect ownership percentage in the Operating Partnership increased to 36.3%. Issuance of Class A shares and Operating Partnership units - Forwards. In connection with the registered issuance of 12.0 million Class A shares by the Company from February 11 through February 13, 2020 pursuant to the settlement of forward sales agreements from the November 2019 registered offering, discussed above, the Operating Partnership issued 12.0 million Operating Partnership units to the Company. Further, in connection with the registered issuance of 0.6 million of shares by the Company on February 12, 2020 pursuant to the settlement of forward sales agreements under the Company’s ATM program, the Operating Partnership issued 0.6 million Operating Partnership units to the Company. As a result of these collective issuances, MGP’s indirect ownership percentage in the Operating Partnership increased to 38.8%. Issuance of Class A shares and Operating Partnership units - BREIT. On February 14, 2020, in connection with the Company’s registered sale of Class A shares to BREIT, the Operating Partnership issued 4.9 million Operating Partnership units to the Company and the Company’s indirect ownership percentage in the Operating Partnership increased from 38.8% to 39.7%. MGP BREIT Venture Transaction. On February 14, 2020, in connection with the MGP BREIT Venture Transaction, the Operating Partnership issued 2.6 million Operating Partnership units to MGM and the Company’s indirect ownership percentage in the Operating Partnership decreased from 39.7% to 39.4%. Redemption of temporary equity. On May 18, 2020, in connection with the redemption waiver discussed in Note 1 and Note 2, the Operating Partnership redeemed 30.3 million Operating Partnership units from MGM for $700 million and the Company’s indirect ownership percentage in the Operating Partnership increased from 39.4% to 43.3%. On December 2, 2020 the Operating Partnership further redeemed 23.5 million Operating Partnership units from MGM for $700 million and the Company’s indirect ownership percentage in the Operating Partnership increased from 43.3% to 47.0%. Proceeds from the issuance of Class A shares by MGP - March 2021. On March 15, 2021, the Company completed a registered offering of Class A shares for net proceeds of approximately $676.0 million, which such proceeds were used to satisfy, in part, the Company’s obligations under the notice of redemption of Operating Partnership units from MGM, as discussed below. Redemption of Operating Partnership units - March 2021. On March 4, 2021, certain subsidiaries of MGM delivered a notice of redemption to the Company covering approximately 37.1 million Operating Partnership units that they held, in accordance with the terms of the Operating Partnership’s partnership agreement. In accordance with the terms of such agreement, upon receipt of the notice of redemption, the Company formed a conflicts committee to determine the mix of consideration that it would provide for the Operating Partnership units. The conflicts committee determined that the Company would redeem approximately 15.3 million Operating Partnership units for cash on March 12, 2021 (with such Operating Partnership units retired upon redemption) and would satisfy its remaining obligation under that notice covering the remaining 21.9 million Operating Partnership units using the proceeds, net of underwriters’ discount, from an offering of MGP’s Class A shares on March 15, 2021, for aggregate cash proceeds paid of approximately $1.2 billion. As a result of these collective transactions, MGP’s indirect ownership percentage in the Operating Partnership increased from 47.0% to 57.9%. MGP Class A share issuance - ATM Program. During the year ended December 31, 2021, in connection with the Company’s issuance of Class A shares under the ATM program, which completed its ATM program, the Operating Partnership issued 3.3 million Operating Partnership units to the Company. As a result of these issuances, MGP’s ownership percentage in the Operating Partnership was 58.4% as of the date of completion of the ATM program. Accumulated Other Comprehensive Income (Loss). Comprehensive income (loss) includes net income and all other non-shareholder changes in equity, or other comprehensive income (loss). Elements of the Company’s accumulated other comprehensive income (loss) are reported in the accompanying consolidated statement of shareholders’ equity. The following table summarizes the changes in accumulated other comprehensive income (loss) by component: Cash Flow Hedges Other Total (in thousands) Balance at December 31, 2018 $ 4,306 $ (98) $ 4,208 Other comprehensive loss before reclassifications (34,476) — (34,476) Amounts reclassified from accumulated other comprehensive loss to interest expense (5,599) — (5,599) Amounts reclassified from accumulated other comprehensive loss to (gain)/loss on unhedged interest rate swaps 4,877 — 4,877 Other comprehensive loss (35,198) — (35,198) Other changes in accumulated other comprehensive loss: Empire City Transaction — (195) (195) Issuance of Class A shares — (1,512) (1,512) Park MGM Transaction — (16) (16) Northfield OpCo Transaction — 2 2 Changes in accumulated other comprehensive loss: (35,198) (1,721) (36,919) Less: Other comprehensive loss attributable to noncontrolling interest 25,666 — 25,666 Balance at December 31, 2019 (5,226) (1,819) (7,045) Other comprehensive loss before reclassifications (104,999) — (104,999) Amounts reclassified from accumulated other comprehensive loss to interest expense 17,922 — 17,922 Amounts reclassified from accumulated other comprehensive loss to (gain)/loss on unhedged interest rate swaps (2,547) — (2,547) Other comprehensive loss (89,624) — (89,624) Other changes in accumulated other comprehensive loss: Issuance of Class A shares — (646) (646) MGP BREIT Venture Transaction — 59 59 Redemption of temporary equity — (8,773) (8,773) Other — 45 45 Changes in accumulated other comprehensive loss: (89,624) (9,315) (98,939) Less: Other comprehensive loss attributable to noncontrolling interest 54,787 — 54,787 Balance at December 31, 2020 (40,063) (11,134) (51,197) Other comprehensive income before reclassifications 16,378 — 16,378 Amounts reclassified from accumulated other comprehensive loss to interest expense 22,200 — 22,200 Other comprehensive income 38,578 — 38,578 Other changes in accumulated other comprehensive loss: Issuance of Class A shares — (4,172) (4,172) Redemption of Operating Partnership units — (6,860) (6,860) Other — (25) (25) Changes in accumulated other comprehensive loss: 38,578 (11,057) 27,521 Less: Other comprehensive income attributable to noncontrolling interest (17,513) — (17,513) Balance at December 31, 2021 $ (18,998) $ (22,191) $ (41,189) At December 31, 2021, the estimated amount currently recorded in accumulated other comprehensive loss that will be recognized in earnings over the next 12 months is not material. MGP dividends and Operating Partnership distributions. The Operating Partnership declares and pays distributions. MGP pays its dividends with the receipt of its share of the Operating Partnership’s distributions. Dividends with respect to MGP’s Class A shares are characterized for federal income tax purposes as taxable ordinary dividends, capital gains dividends, non-dividend distributions or a combination thereof. A summary of the Company’s stock distributions for the years ended December 31, 2021, 2020, and 2019 is as follows: Year Ended December 31, 2021 2020 2019 Non-qualified dividends $ 1.6363 81.11 % $ 1.4649 76.30 % $ 1.6134 87.21 % Return of capital 0.3812 18.89 % 0.4551 23.70 % 0.2366 12.79 % Total $ 2.0175 100.00 % $ 1.9200 100.00 % $ 1.8500 100.00 % |