Equity Distribution Agreement
On February 28, 2023, 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 Deutsche Bank Securities Inc., Robert W. Baird & Co. Incorporated, Barclays Capital Inc., BofA Securities, Inc., BNP Paribas Securities Corp., Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Evercore Group L.L.C., Goldman Sachs & Co. LLC, JMP Securities LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, 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 $1,500,000,000 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 $284.1 million 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 February 28, 2023, 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.
Subject to the terms and conditions of the Equity Distribution Agreement, the Managers, whether acting as the Company’s sales agents or as Forward Sellers, will use their commercially reasonable efforts, consistent with their normal trading and sales practices and applicable law and regulations, to sell the Common Stock that may be designated by the Company (if acting as the Company’s sales agents) and the Common Stock borrowed from third parties (if acting as Forward Sellers), in each case on the terms and subject to the conditions of the Equity Distribution Agreement. Sales, if any, of the Common Stock made through the Managers, as the Company’s sales agents, or as Forward Sellers pursuant to the Equity Distribution Agreement, may be made in “at the market” offerings (as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”)), by means of ordinary brokers’ transactions on the New York Stock Exchange or sales made to or through market makers at market prices prevailing at the time of sale, and in privately negotiated transactions, which may include block trades, as the Company and any Manager may agree. The Company also may sell Common Stock to any Manager as principal for its own account. If the Company sells Common Stock to any Manager as principal, it will enter into a separate terms agreement (each, a “Terms Agreement”, and collectively, the “Terms Agreements”) setting forth the terms of such transaction.
The Company or any Manager may at any time suspend an offering of Common Stock pursuant to the terms of the Equity Distribution Agreement. The offering of Common Stock pursuant to the Equity Distribution Agreement will terminate upon the earlier of (i) the sale of the Common Stock under the Equity Distribution Agreement having an aggregate gross sales price equal to $1,500,000,000 and (ii) the termination of such Equity Distribution Agreement.
The Company and VICI OP made certain customary representations, warranties and covenants concerning the Company, VICI OP and the registration statement in the Equity Distribution Agreement and also agreed to indemnify the Managers and Forward Purchasers against certain liabilities, including liabilities under the Securities Act.
The Equity Distribution Agreement provides that, in addition to issuance and sale of Common Stock to or through the Managers, the Company also may enter into forward sale agreements with each of Deutsche Bank Securities Inc., Robert W. Baird & Co. Incorporated, Barclays Capital Inc., BofA Securities, Inc., BNP Paribas Securities
