Caesars’s VICI Properties Rejects MGM Growth Properties Bid

VICI Properties, the real estate investment trust (REIT) that manages the properties of Caesars Entertainment Corp has decided to turn down the offer made by another REIT, MGM Growth Properties. James Abrahamson, VICI chairman and Edward Pitoniak, VICI chief executive referred to the original January 5 offer as non-binding and unsolicited.

REITs are not required to pay federal income taxes because ninety percent of taxable earnings are given back to their shareholders. Jim Murren, the chairman of MGM Resorts felt that a merger between the two REIT’s would result in one of the biggest REIT’s in that would have a massive portfolio of the some of the best luxury properties in the country.

The offer from MGM was pretty straightforward and included a proposal of buying 100% of VICI's common stock. The proposal was made to acquire each share at $19.50 per share and there wasn’t a 100 percent cash offer made. MGM Growth Properties is owned primarily by MGM Resorts. This REIT was established in 2015 and allows MGM Resorts to have a bit more financial flexibility for acquisitions and expansions.

The buy-out was to be done in majority via MGM Growth Properties shares and a small portion with cash. When the sale was completed, it would create a combined entity that would have a market value of $22 billion and VICI would end up owning 43% of the combined company.

Despite these potential gains, VICI responded in the negative on January 8 and only made their response public this week. VICI management added that the response was unanimous among the board.

In a statement, Pitoniak said

Vici’s board unanimously believes that our prospects as a standalone independent company will deliver significantly superior results for our shareholders. High-quality, diversified real estate portfolio and best-in- class corporate governance would enable Vici Properties to pursue growth via call-option and right of first refusal assets and our active pipeline of incremental accretive acquisitions

VICI was established in October 2017 as the last step in Caesars Entertainment Corp's exit from bankruptcy. The bankruptcy was filed in 2015 and was done to get rid of the accumulated $18.4 billion debt. The move resulted in the removal of $10 billion in debt.

The total properties in the VICI portfolio consist mostly of former Caesars' property. This includes 20 gaming facilities that cover around 36 million square feet. Besides that, there are over 14,500 hotel rooms and 150 restaurants spread across multiple locations. Much of this property is being leased out to a number of brands which includes Harrah's, Bally's, Horseshoe and its parent brand Caesars.