VICI Properties Inc. Files 8-K Report

TL;DR

VICI Properties filed an 8-K on May 6th. Check for updates.

AI Summary

On May 6, 2024, VICI Properties Inc. filed an 8-K report detailing other events and financial statements. The filing includes information related to VICI Properties L.P., with both entities based in New York.

Why It Matters

This filing provides an update on VICI Properties Inc.'s corporate activities and financial reporting, which is important for investors to monitor the company's status.

Risk Assessment

Risk Level: low — This is a routine filing of an 8-K report, which typically contains standard corporate disclosures.

Key Players & Entities

• VICI PROPERTIES INC. (company) — Filer
• VICI Properties L.P. (company) — Related Entity
• 535 MADISON AVENUE, 20TH FLOOR (location) — Business Address
• New York (location) — City
• 10022 (location) — ZIP Code

FAQ

Key Financial Figures

• $0.01 — ge on which registered Common stock, $0.01 par value VICI New York Stock Excha
• $2,000,000,000 — up to an aggregate gross sales price of $2,000,000,000 of the Company's common stock, $0.01 pa
• $551.5 million — time of such termination, approximately $551.5 million aggregate gross sales price of Common S

Filing Documents

• tm2413310d3_8k.htm (8-K) — 56KB
• tm2413310d3_ex1-1.htm (EX-1.1) — 409KB
• tm2413310d3_ex5-1.htm (EX-5.1) — 28KB
• tm2413310d3_ex99-1.htm (EX-99.1) — 196KB
• tm2413310d3_ex5-1img001.jpg (GRAPHIC) — 4KB
• 0001104659-24-057547.txt ( ) — 1030KB
• vici-20240506.xsd (EX-101.SCH) — 3KB
• vici-20240506_def.xml (EX-101.DEF) — 26KB
• vici-20240506_lab.xml (EX-101.LAB) — 35KB
• vici-20240506_pre.xml (EX-101.PRE) — 24KB
• tm2413310d3_8k_htm.xml (XML) — 7KB

01. Other Events

Item 8.01. Other Events. Equity Distribution Agreement On May 6, 2024, VICI Properties Inc. (the "Company") and VICI Properties OP LLC ("VICI OP") entered into an Equity Distribution Agreement (the "Equity Distribution Agreement") with each of Goldman Sachs & Co. LLC, Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Citizens JMP Securities, LLC, Deutsche Bank Securities Inc., Evercore Group L.L.C., J.P. Morgan Securities LLC, Jefferies LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Robert W. Baird & Co. Incorporated, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC (in such capacity, each a "Manager," and together, the "Managers"), and each of the Forward Purchasers (as defined below), pursuant to which up to an aggregate gross sales price of $2,000,000,000 of the Company's common stock, $0.01 par value per share (the "Common Stock"), may be offered and sold from time to time through the Managers, acting as the Company's sales agents or, if applicable, as Forward Sellers (as defined below), or directly to the Managers as principals for their own accounts. Upon entry into the Equity Distribution Agreement, we terminated our prior at-the-market offering program. At the time of such termination, approximately $551.5 million aggregate gross sales price of Common Stock remained unsold under such prior program. The Common Stock sold in the offering will be issued pursuant to a prospectus supplement filed with the Securities and Exchange Commission (the "SEC") on May 6, 2024, and the accompanying base prospectus dated April 18, 2022 forming part of the Company's shelf registration statement on Form S-3 (Registration No. 333-264352) filed with the SEC on April 18, 2022. Agreement, the Managers, whether acting as the Compa

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Equity Distribution Agreement by and among the Company, VICI OP, the Managers and the Forward Purchasers dated May 6, 2024 5.1 Opinion of Hogan Lovells US LLP with respect to the legality of the shares of Common Stock 23.1 Consent of Hogan Lovells US LLP (included in Exhibit 5.1) 99.1 Form of Forward Sale Agreement 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. VICI PROPERTIES INC. Date: May 6, 2024 By: /s/ Samantha S. Gallagher Samantha S. Gallagher Executive Vice President, General Counsel and Secretary VICI PROPERTIES L.P. Date: May 6, 2024 By: /s/ Samantha S. Gallagher Samantha S. Gallagher Secretary

View Full Filing

View this 8-K filing on SEC EDGAR