VICI Properties Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
VICI Properties Inc. Emerging growth company
VICI Properties L.P. Emerging growth company
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VICI Properties Inc. ¨
VICI Properties L.P. ¨
| Item 1.01 |
Entry into a Material Definitive Agreement. |
On April 7, 2025, VICI Properties L.P., a Delaware limited partnership (“VICI LP”), completed the previously announced offering of $400,000,000 aggregate principal amount of 4.750% Notes due 2028 (the “2028 Notes”) and $900,000,000 aggregate principal amount of 5.625% Notes due 2035 (the “2035 Notes” and, together with the 2028 Notes, the “Notes”).
VICI LP intends to use the net proceeds from the offering to repay its outstanding (i) $500.0 million in aggregate principal amount of 4.375% senior notes due 2025 (the “May 2025 Maturity Notes”), (ii) $799.4 million in aggregate principal amount of 4.625% senior exchange notes due 2025 (the “June 2025 Maturity Notes”), and (iii) $0.6 million in aggregate principal amount of 4.625% senior notes due 2025 (the “2025 MGP Notes”). VICI LP expects to redeem the May 2025 Maturity Notes on April 8, 2025, the June 2025 Maturity Notes on April 8, 2025, and the 2025 MGP Notes on April 26, 2025, in each case, at a redemption price equal to 100% of the principal amount of the May 2025 Maturity Notes, the June 2025 Maturity Notes and the 2025 MGP Notes, as applicable, to be redeemed, plus accrued interest to the applicable redemption date. Notwithstanding the expected redemptions, the May 2025 Maturity Notes bear interest at 4.375% per annum and mature on May 15, 2025, and each of the June 2025 Maturity Notes and the 2025 MGP Notes bear interest at 4.625% per annum and mature on June 15, 2025.
The Notes were issued pursuant to an Indenture, dated as of April 29, 2022 (the “Base Indenture”), between VICI LP, as issuer, and UMB Bank, National Association, as trustee (the “Trustee”), as supplemented by a Fourth Supplemental Indenture, dated as of April 7, 2025 (the “Fourth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between VICI LP and the Trustee.
The 2028 Notes were issued at 99.729% of par value with a coupon of 4.750% per annum. The 2035 Notes were issued at 99.219% of par value with a coupon of 5.625% per annum.
Interest on the Notes is payable semi-annually in arrears on April 1 and October 1 of each year, commencing on October 1, 2025.
The 2028 Notes will mature on April 1, 2028 and the 2035 Notes will mature on April 1, 2035. The Notes are VICI LP’s unsecured and unsubordinated obligations and rank equally in right of payment with all of VICI LP’s existing and future unsecured and unsubordinated indebtedness.
The Notes are not guaranteed by VICI Properties Inc., a Maryland corporation (the “Company”). As of the issue date, the Notes are not guaranteed by any subsidiary of VICI LP. However, under limited circumstances, the Indenture requires certain of VICI LP’s subsidiaries to guarantee the obligations under the Notes in the future if, and for so long as, any such subsidiary guarantees VICI LP’s obligations under the Credit Agreement, dated as of February 3, 2025, among VICI LP, the lenders from time to time party thereto and Wells Fargo Bank, N.A., as administrative agent, as it may be amended from time to time.
Prior to (i) with respect to the 2028 Notes, March 1, 2028 (one month prior to the maturity date) and (ii) with respect to the 2035 Notes, January 1, 2035 (three months prior to the maturity date), such series of Notes may be redeemed at VICI LP’s option, in whole or in part, at the applicable redemption prices specified in the Indenture. In addition, on or after, (i) with respect to the 2028 Notes, March 1, 2028 (one month prior to the maturity date) and (ii) with respect to the 2035 Notes, January 1, 2035 (three months prior to the maturity date), such series of Notes may be redeemed at VICI LP’s option, in whole or in part, at a price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
The Notes also benefit from a pledge of the limited partnership interests of VICI LP directly owned by VICI Properties OP LLC, a Delaware limited liability company (the “Limited Equity Pledge”). The Limited Equity Pledge secures the payment and performance when due of all of the obligations of VICI LP under the Notes and the Indenture.
The Indenture contains certain covenants that, among other things, limit the ability of VICI LP, subject to exceptions, to incur secured and unsecured indebtedness and to consummate a merger, consolidation or sale of all or substantially all of its assets. In addition, the Indenture requires VICI LP to maintain total unencumbered assets of at least 150% of total unsecured indebtedness. These covenants are subject to a number of important exceptions and qualifications. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become due and payable.
The foregoing description is a summary of the terms of the Indenture and the Notes and does not purport to be complete. The foregoing description is qualified in its entirety by reference to the full text of the Base Indenture and the Fourth Supplemental Indenture (including the forms of Notes), copies of which are attached hereto as Exhibits 4.1 through 4.4 and incorporated herein by reference.
The offering was made pursuant to an automatic shelf registration statement filed with the Securities and Exchange Commission (the “SEC”) on April 18, 2022 (File No. 333-264352-01) by the Company and VICI LP, and a base prospectus, dated April 18, 2022, a related preliminary prospectus supplement filed with the SEC on March 26, 2025, and a related final prospectus supplement filed with the SEC on March 27, 2025 by VICI LP pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant. |
The disclosure under Item 1.01 is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 4.1 | Indenture, dated as of April 29, 2022, between VICI Properties L.P. and UMB Bank, National Association, as trustee. Filed with VICI LP’s Current Report on Form 8-K dated April 29, 2022 and incorporated by reference herein. | |
| 4.2 | Fourth Supplemental Indenture, dated as of April 7, 2025, between VICI Properties L.P. and UMB Bank, National Association, as trustee. | |
| 4.3 | Form of Global Note representing the 4.750% Senior Notes due 2028 (included in Exhibit 4.2). | |
| 4.4 | Form of Global Note representing the 5.625% Senior Notes due 2035 (included in Exhibit 4.2). | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 7, 2025 | VICI PROPERTIES INC. | |
| By: | /s/ Samantha S. Gallagher | |
| Samantha S. Gallagher | ||
| Executive Vice President, General Counsel and Secretary | ||
| Date: April 7, 2025 | VICI PROPERTIES L.P. | |
| By: | /s/ Samantha S. Gallagher | |
| Samantha S. Gallagher | ||
| Secretary | ||