VICI Properties Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Securities registered pursuant to Section 12(b) of the Act:
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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
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
VICI Properties Inc. ¨
VICI Properties L.P. ¨
| Item 1.01. | Entry into a Material Definitive Agreement |
On March 26, 2025, VICI Properties Inc., a Maryland corporation (the “Company”), and VICI Properties L.P., a Delaware limited partnership (“VICI LP”), entered into an underwriting agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters listed on Schedule I thereto (collectively, the “Underwriters”), pursuant to which VICI LP agreed to issue and sell $400 million aggregate principal amount of 4.750% Senior Notes due 2028 (the “2028 Notes”) and $900 million aggregate principal amount of 5.625% Senior Notes due 2035 (the “2035 Notes” and, together with the 2028 Notes, the “Notes”).
The 2028 Notes will be issued at 99.729% of par value with a coupon of 4.750% per annum. The 2035 Notes will be 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 October 1, 2025.
The 2028 Notes will mature on April 1, 2028 and the 2035 Notes will mature on April 1, 2035. VICI LP estimates that the net proceeds from this offering will be approximately $1,280.7 million, after deducting the underwriting discounts and other estimated offering expenses payable by VICI LP. The offering is expected to close on April 7, 2025 subject to the satisfaction of customary closing conditions.
The offering was made pursuant to an automatic shelf registration statement filed with the Securities and Exchange Commission on April 18, 2022 (File No. 333-264352-01), a base prospectus, dated April 18, 2022 and a prospectus supplement, dated March 26, 2025 and filed by VICI LP with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
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”), and any remaining net proceeds for general corporate purposes, which may include the acquisition and improvement of properties, capital expenditures, working capital and the repayment or refinancing of indebtedness.
If any of the underwriters or their affiliates are holders of the May 2025 Maturity Notes, June 2025 Maturity Notes, 2025 MGP Notes or other indebtedness, such underwriters or affiliates will receive a portion of the net proceeds from this offering. In the event that greater than 5% of the net proceeds from this offering are used to repay such notes or indebtedness owed to any individual underwriter or its affiliates, this offering will be conducted in accordance with FINRA Rule 5121.
Under the Underwriting Agreement, the Company and VICI LP made certain customary representations, warranties and covenants concerning the Company, VICI LP and the registration statement, and the Company and VICI LP have also agreed to indemnify the Underwriters against certain liabilities and/or to contribute to payments that the Underwriters may be required to make in respect of those liabilities. Certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for the Company, for which they received or will receive customary fees and expenses.
The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and is incorporated by reference herein.
| Item 8.01 | Other Events. |
Hogan Lovells US LLP, counsel to the Company and VICI LP, has issued an opinion to the Company and VICI LP dated March 27, 2025 regarding the legality of the Notes. A copy of the opinion is filed as Exhibit 5.1 hereto and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated March 26, 2025, by and among the Company, VICI LP and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters listed on Schedule I thereto. | |
| 5.1 | Opinion of Hogan Lovells US LLP regarding the legality of the Notes. | |
| 23.1 | Consent of Hogan Lovells US LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (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: March 27, 2025 | VICI PROPERTIES INC. | |
| By: | /s/ Samantha S. Gallagher | |
| Samantha S. Gallagher | ||
| Executive Vice President, General Counsel and Secretary | ||
| Date: March 27, 2025 | VICI PROPERTIES L.P. | |
| By: | /s/ Samantha S. Gallagher | |
| Samantha S. Gallagher | ||
| Secretary | ||