VICI Properties Inc. Enters Material Definitive Agreement

TL;DR

VICI Properties Inc. just signed a big deal creating a new financial obligation.

AI Summary

On March 18, 2024, VICI Properties Inc. entered into a material definitive agreement related to a direct financial obligation. The filing details the creation of this obligation under an off-balance sheet arrangement.

Why It Matters

This filing indicates a new financial commitment or obligation for VICI Properties Inc., which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Entering into new material definitive agreements and financial obligations can introduce new risks related to the terms, performance, and market conditions associated with the agreement.

Key Players & Entities

• VICI PROPERTIES INC. (company) — Filer
• VICI Properties L.P. (company) — Filer
• 20240318 (date) — Report Date

FAQ

Key Financial Figures

• $0.01 — ge on which registered Common stock, $0.01 par value VICI New York Stock Excha
• $550,000,000 — ed the previously announced offering of $550,000,000 aggregate principal amount of 5.750% No
• $500,000,000 — % Notes due 2034 (the "2034 Notes") and $500,000,000 aggregate principal amount of 6.125% No
• $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

• tm249036d1_8k.htm (8-K) — 49KB
• tm249036d1_ex4-2.htm (EX-4.2) — 288KB
• 0001104659-24-035576.txt ( ) — 614KB
• vici-20240318.xsd (EX-101.SCH) — 3KB
• vici-20240318_def.xml (EX-101.DEF) — 26KB
• vici-20240318_lab.xml (EX-101.LAB) — 35KB
• vici-20240318_pre.xml (EX-101.PRE) — 24KB
• tm249036d1_8k_htm.xml (XML) — 7KB

01

Item 1.01 Entry into a Material Definitive Agreement. On March 18, 2024, VICI Properties L.P., a Delaware limited partnership ("VICI LP"), completed the previously announced offering of $550,000,000 aggregate principal amount of 5.750% Notes due 2034 (the "2034 Notes") and $500,000,000 aggregate principal amount of 6.125% Notes due 2054 (the "2054 Notes" and, together with the 2034 Notes, the "Notes"). VICI LP intends to use the net proceeds from the offering to repay its outstanding (i) $1,024.2 million in aggregate principal amount of the 5.625% senior exchange notes due 2024 (the "2024 Exchange Notes") and (ii) $25.8 million in aggregate principal amount of the 5.625% senior notes due 2024 (the "2024 MGP Notes"). VICI LP expects to redeem the 2024 Exchange Notes on March 19, 2024 and the 2024 MGP Notes on March 25, 2024, in each case, at a redemption price equal to 100% of the principal amount of the 2024 Exchange Notes and the 2024 MGP Notes, as applicable, to be redeemed, plus accrued interest to the applicable redemption date. The 2024 Exchange Notes bear interest at 5.625% per annum and mature on May 1, 2024 and the 2024 MGP Notes bear interest at 5.625% per annum and mature on May 1, 2024. 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 Second Supplemental Indenture, dated as of March 18, 2024 (the "Second Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), between VICI LP and the Trustee. The 2034 Notes were issued at 99.186% of par value with a coupon of 5.750% per annum. The 2054 Notes were 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 on October 1, 2024. The 2034 Notes will mature on April 1, 2034 and the 2054 Notes will mature on

03

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.

Financial Statements and

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 Second Supplemental Indenture, dated as of March 18, 2024, between VICI Properties L.P. and UMB Bank, National Association, as trustee. 4.3 Form of Global Note representing the 5.750% Senior Notes due 2034 (included in Exhibit 4.2). 4.4 Form of Global Note representing the 6.125% Senior Notes due 2054 (included in Exhibit 4.2). 104 Cover Page Interactive Data File (the cover page XBRL tags are 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 18, 2024 VICI PROPERTIES INC. By: /s/ Samantha S. Gallagher Samantha S. Gallagher Executive Vice President, General Counsel and Secretary Date: March 18, 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