| MILBANK, TWEED, HADLEY & MCCLOY LLP
| ||||
| 1 CHASE MANHATTAN PLAZA | ||||
| LOS ANGELES | BEIJING | |||
| 213-892-4000 | NEW YORK, NY 10005 | 8610-5969-2700 | ||
| FAX: 213-629-5063 | FAX: 8610-5969-2707 | |||
| WASHINGTON, D.C. | 212-530-5000 | HONG KONG | ||
| 202-835-7500 | 852-2971-4888 | |||
| FAX: 202-835-7586 | FAX: 212-530-5219 | FAX: 852-2840-0792 | ||
| LONDON | SINGAPORE | |||
| 44-20-7615-3000 | 65-6428-2400 | |||
| FAX: 44-20-7615-3100 | FAX: 65-6428-2500 | |||
| FRANKFURT | TOKYO | |||
| 49-(0)69-71914-3400 | 813-5410-2801 | |||
| FAX: 49-(0)69-71914-3500 | FAX: 813-5410-2891 | |||
| MUNICH | SÃO PAULO | |||
| 49-89-25559-3600 | 55-11-3927-7700 | |||
| FAX: 49-89-25559-3700 | FAX: 55-11-3927-7777 | |||
| June 14, 2017 | ||||
Kristi Marrone
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| Re: | MGM Growth Properties LLC and MGM Growth Properties Operating Partnership LP |
Form 10-K for the fiscal year ended December 31, 2016
Filed March 6, 2017
File No. 001-37733
Form 8-K
Filed April 27, 2017
File No. 001-37733
Dear Ms. Marrone:
Enclosed for filing with the Securities and Exchange Commission (the “Commission”) on behalf of MGM Growth Properties LLC and MGM Growth Properties Operating Partnership LP (the “Companies”) is the Companies’ response to your letter dated May 15, 2017. The Commission’s letter set forth a comment (the “Comment”) on the Companies’ Form 8-K filed on April 27, 2017.
Set forth below is the Companies’ response to the Comment, which the Companies have requested the undersigned submit to you on its behalf. For purposes of facilitating the Staff’s review of the Companies’ response to the Comment, the original Comment is included at the beginning of the response.
| Ms. Kristi Marrone |
MILBANK, TWEED, HADLEY & MCCLOY LLP |
June 14, 2017
Page 2
Exhibit 99.1
| 1. | We note that your financial highlights include FFO and AFFO per diluted Operating Partnership unit, without disclosure of the comparable GAAP per share measure. Please revise your disclosure in future earnings releases to present GAAP measures with equal or greater prominence than non-GAAP measures. Refer to Question 102.10 of the updated Non-GAAP Financial Measures Compliance and Disclosure Interpretations issued on May 17, 2017. |
The Companies confirm that in future earnings releases they will include net income per diluted Operating Partnership unit prior to their presentation of AFFO and FFO per diluted Operating Partnership unit in the financial highlights section on the first page of such releases.
If there are additional comments or questions, please do not hesitate to contact the undersigned at (212) 530-5022.
| Very truly yours, |
| /s/ Rod Miller |
| Rod Miller |
| Attachment |
| Copies to: | James Stewart |
Andy Chien
Andrew Hagopian III