| Entry into a Material Definitive Agreement |
On April 20, 2022, 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 Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, 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 $500.0 million aggregate principal amount of 4.375% Senior Notes due 2025 (the “2025 Notes”), $1.25 billion aggregate principal amount of 4.750% Senior Notes due 2028 (the “2028 Notes”), $1.0 billion aggregate principal amount of 4.950% Senior Notes due 2030 (the “2030 Notes”), $1.5 billion aggregate principal amount of 5.125% Senior Notes due 2032 (the “2032 Notes”) and $750.0 million aggregate principal amount of 5.625% Senior Notes due 2052 (the “2052 Notes” and, together with the 2025 Notes, the 2028 Notes, the 2030 Notes and the 2032 Notes, the “Notes”).
The 2025 Notes will be issued at 99.955% of par value with a coupon of 4.375% per annum. The 2028 Notes will be issued at 99.932% of par value with a coupon of 4.750% per annum. The 2030 Notes will be issued at 99.771% of par value with a coupon of 4.950% per annum. The 2032 Notes will be issued at 99.779% of par value with a coupon of 5.125% per annum. The 2052 Notes will be issued at 99.379% of par value with a coupon of 5.625% per annum.
Interest on the 2025 Notes, the 2032 Notes and the 2052 Notes is payable semi-annually in arrears on May 15 and November 15 of each year, commencing November 15, 2022. Interest on the 2028 Notes and the 2030 Notes is payable semi-annually in arrears on February 15 and August 15 of each year, commencing August 15, 2022.
The 2025 Notes will mature on May 15, 2025, the 2028 Notes will mature on February 15, 2028, the 2030 Notes will mature on February 15, 2030, the 2032 Notes will mature on May 15, 2032 and the 2052 Notes will mature on May 15, 2052. VICI LP estimates that the net proceeds from this offering will be approximately $4,934.5 million, after deducting the underwriting discounts, the additional discretionary fee of $10.0 million and other estimated offering expenses payable by VICI LP. The offering is expected to close on April 29, 2022 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
a base prospectus, dated April 18, 2022 and a prospectus supplement, dated April 20, 2022 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 fund all of the Company’s obligation to redeem a majority of the units of VICI Properties OP LLC to be received by MGM Resorts International or its subsidiaries in connection with the closing of the Company’s previously announced acquisition of MGM Growth Properties LLC and to repay amounts outstanding under VICI LP’s revolving credit facility. As of April 15, 2022, there was $600.0 million outstanding under VICI LP’s revolving credit facility, which was drawn on February 18, 2022 to fund a portion of the purchase price of the acquisition of The Venetian Resort Las Vegas and Venetian Expo.
