VICI Properties Inc. Files 8-K: Material Agreement and Other Events

TL;DR

VICI Properties signed a new material agreement on 3/7/24, check the 8-K for details.

AI Summary

On March 7, 2024, VICI Properties Inc. entered into a Material Definitive Agreement related to its operations. The filing also includes other events and financial statements and exhibits. The company is a Real Estate Investment Trust based in New York.

Why It Matters

This 8-K filing indicates a significant new agreement for VICI Properties, which could impact its future revenue streams and operational strategy.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• VICI PROPERTIES INC. (company) — Filer
• VICI Properties L.P. (company) — Filer
• March 7, 2024 (date) — Date of Report
• March 8, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $0.01 — ge on which registered Common stock, $0.01 par value VICI New York Stock Excha
• $550 million — which VICI LP agreed to issue and sell $550 million aggregate principal amount of 5.750% Se
• $500 million — r Notes due 2034 (the "2034 Notes") and $500 million aggregate principal amount of 6.125% Se
• $1,025.5 m — rom this offering will be approximately $1,025.5 million, after deducting the underwriting
• $1,024.2 million — e offering to repay its outstanding (i) $1,024.2 million in aggregate principal amount of the 5.
• $25.8 million — 24 (the "2024 Exchange Notes") and (ii) $25.8 million in aggregate principal amount of the 5.

Filing Documents

• tm248306d1_8k.htm (8-K) — 46KB
• tm248306d1_ex1-1.htm (EX-1.1) — 200KB
• tm248306d1_ex5-1.htm (EX-5.1) — 14KB
• tm248306d1_ex5-1img001.jpg (GRAPHIC) — 10KB
• 0001104659-24-032475.txt ( ) — 542KB
• vici-20240307.xsd (EX-101.SCH) — 3KB
• vici-20240307_def.xml (EX-101.DEF) — 26KB
• vici-20240307_lab.xml (EX-101.LAB) — 35KB
• vici-20240307_pre.xml (EX-101.PRE) — 24KB
• tm248306d1_8k_htm.xml (XML) — 7KB

01

Item 1.01. Entry into a Material Definitive Agreement On March 7, 2024, 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, BofA Securities, Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters listed on Schedule I thereto (collectively, the "Underwriters"), pursuant to which VICI LP agreed to issue and sell $550 million aggregate principal amount of 5.750% Senior Notes due 2034 (the "2034 Notes") and $500 million aggregate principal amount of 6.125% Senior Notes due 2054 (the "2054 Notes" and, together with the 2034 Notes, the "Notes"). The 2034 Notes will be issued at 99.186% of par value with a coupon of 5.750% per annum. The 2054 Notes will be issued at 98.192% of par value with a coupon of 6.125% per annum. Interest on the Notes is payable semi-annually in arrears on April 1 and October 1 of each year, commencing October 1, 2024. The 2034 Notes will mature on April 1, 2034 and the 2054 Notes will mature on April 1, 2054. VICI LP estimates that the net proceeds from this offering will be approximately $1,025.5 million, after deducting the underwriting discounts and other estimated offering expenses payable by VICI LP. The offering is expected to close on March 18, 2024 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 7, 2024 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) $1,024.2 million in aggregate princip

01

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 8, 2024 regarding the legality of the Notes. A copy of the opinion is filed as Exhibit 5.1 hereto and incorporated by reference herein.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated March 7, 2024, by and among the Company, VICI LP and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, BofA Securities, Inc. and Goldman Sachs & Co. LLC, 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

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 8, 2024 VICI PROPERTIES INC. By: /s/ Samantha S. Gallagher Samantha S. Gallagher Executive Vice President, General Counsel and Secretary Date: March 8, 2024 VICI PROPERTIES L.P. By: /s/ Samantha S. Gallagher Samantha S. Gallagher Secretary

View Full Filing

View this 8-K filing on SEC EDGAR