01—Abstract
Summary
Summary of the 8-K filed March 8, 2024. Cited figures are marked; the original filing is the authoritative source.
VICI Properties Inc. and its operating partnership, VICI Properties L.P., entered into an underwriting agreement on March 7, 2024 with Wells Fargo Securities, LLC, J.P.
Morgan Securities LLC, BofA Securities, Inc. and Goldman Sachs & Co. LLC, as representatives of the underwriters, under which VICI LP agreed to issue and sell $550 milliona of 5.750% Senior Notes due 2034 and $500 million of 6.125% Senior Notes due 2054. The 2034 Notes will be issued at 99.186% of par and the 2054 Notes at 98.192% of par. VICI LP estimates net proceeds of approximately $1,025.5 million after underwriting discounts and offering expenses, with closing expected on March 18, 2024, subject to customary conditions.
VICI LP intends to use the net proceeds to repay $1,024.2 millionb of its 5.625% senior exchange notes due 2024 and $25.8 million of its 5.625% senior notes due 2024 (the MGP Notes). Any underwriters or affiliates that hold those notes will receive a portion of the proceeds used to repay them. Interest on the Notes is payable semi-annually on April 1 and October 1, beginning October 1, 2024.
The offering was made under an automatic shelf registration statement filed April 18, 2022 and a prospectus supplement dated March 7, 2024. Hogan Lovells US LLP issued a legality opinion dated March 8, 2024, filed as Exhibit 5.1. The filing is primarily a financing-related disclosure that refinances near-term 2024 maturities with longer-dated debt.
02—Key points
Key Highlights
- VICI LP agreed to issue $550 million of 5.750% Senior Notes due April 1, 2034, priced at 99.186% of par.
- VICI LP agreed to issue $500 million of 6.125% Senior Notes due April 1, 2054, priced at 98.192% of par.
- Estimated net proceeds of approximately $1,025.5 million after underwriting discounts and offering expenses.
- Proceeds are intended to repay $1,024.2 million of 5.625% senior exchange notes due 2024 and $25.8 million of 5.625% senior MGP notes due 2024.
- Offering expected to close on March 18, 2024, subject to customary closing conditions.
- Interest is payable semi-annually on April 1 and October 1, beginning October 1, 2024.
- Issued under an automatic shelf registration statement filed April 18, 2022, with a prospectus supplement dated March 7, 2024.
03—Questions
Frequently Asked Questions
What securities is VICI Properties L.P. issuing?
VICI LP agreed to issue $550 million aggregate principal amount of 5.750% Senior Notes due 2034 and $500 million aggregate principal amount of 6.125% Senior Notes due 2054.
At what prices will the notes be issued?
The 2034 Notes will be issued at 99.186% of par value and the 2054 Notes at 98.192% of par value.
How will VICI use the proceeds?
VICI LP intends to use the estimated net proceeds of approximately $1,025.5 million to repay $1,024.2 million of its 5.625% senior exchange notes due 2024 and $25.8 million of its 5.625% senior notes due 2024. Any underwriters or affiliates holding those notes will receive a portion of the proceeds.
When are the notes due and when do interest payments occur?
The 2034 Notes mature on April 1, 2034 and the 2054 Notes mature on April 1, 2054. Interest is payable semi-annually in arrears on April 1 and October 1 of each year, starting October 1, 2024.
When is the offering expected to close?
The offering is expected to close on March 18, 2024, subject to the satisfaction of customary closing conditions.
04—Continue