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VICI Properties 8-K Report, Material Agreement (Mar 18, 2024)

Reports
Material Agreements·Financial Events·Exhibits & Filings
Filing Date
Filed March 18, 2024
Period End
March 18, 2024
Security
VICI
In the record · 2017–202610-K1010-Q288-K161

VICI filed 10 annual reports (10-K), 28 quarterly reports (10-Q) and 161 current reports (8-K) between 2017 and 2026.

  1. Deal closed8-K · Sep ’19Sep ’19
  2. Material agreement8-K · Mar ’21Mar ’21
  3. Material agreement8-K · Jan ’23Jan ’23
  4. Leadership change8-K · Sep ’26Sep ’26

01—Abstract

Summary

Summary of the 8-K filed March 18, 2024. Cited figures are marked; the original filing is the authoritative source.

VICI Properties L.P., the operating partnership of VICI Properties Inc., completed an offering on March 18, 2024 of $550,000,000a aggregate principal amount of 5.750% Notes due 2034, issued at 99.186% of par, and $500,000,000 aggregate principal amount of 6.125% Notes due 2054, issued at 98.192% of par.

Interest is payable semi-annually on April 1 and October 1, beginning October 1, 2024. The Notes are unsecured, unsubordinated obligations of VICI LP that rank equally with its existing and future unsecured and unsubordinated indebtedness. They are not guaranteed by VICI Properties Inc. or by any subsidiary as of the issue date, though certain subsidiaries may be required to guarantee them in the future under limited circumstances tied to the Credit Agreement.

The company stated it intends to use the net proceeds to repay $1,024.2 millionb of 5.625% senior exchange notes due 2024 and $25.8 million of 5.625% senior notes due 2024 (the MGP Notes). The exchange notes are expected to be redeemed on March 19, 2024 and the MGP notes on March 25, 2024, each at 100% of principal plus accrued interest. The Notes also benefit from a pledge of VICI LP limited partnership interests held by VICI Properties OP LLC, and the Indenture requires VICI LP to maintain total unencumbered assets of at least 150% of total unsecured indebtedness, along with limits on secured and unsecured debt and on mergers or asset sales, subject to exceptions.

The filing is largely a debt financing and refinancing disclosure. It describes the terms of the offering and the related Indenture, with the full documents filed as exhibits, and it does not present the company's operating results in this filing.

02—Key points

Key Highlights

  1. VICI LP completed $550.0 million of 5.750% Notes due 2034 (issued at 99.186% of par) and $500.0 million of 6.125% Notes due 2054 (issued at 98.192% of par) on March 18, 2024.
  2. Net 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, at 100% of principal plus accrued interest.
  3. Interest on both series is payable semi-annually on April 1 and October 1, beginning October 1, 2024.
  4. The Notes are unsecured and rank equally with VICI LP's existing and future unsecured, unsubordinated debt, and are not guaranteed by VICI Properties Inc. as of issuance.
  5. The Notes benefit from a Limited Equity Pledge of VICI LP partnership interests held by VICI Properties OP LLC.
  6. The Indenture requires VICI LP to maintain total unencumbered assets of at least 150% of total unsecured indebtedness, and limits secured and unsecured debt and mergers or asset sales, subject to exceptions.
  7. The offering was made under an automatic shelf registration statement filed April 18, 2022, with a preliminary prospectus supplement filed March 7, 2024 and a final supplement filed March 8, 2024.

03—Questions

Frequently Asked Questions

  1. What debt did VICI LP issue on March 18, 2024?

    VICI LP issued $550.0 million of 5.750% Notes due April 1, 2034, sold at 99.186% of par, and $500.0 million of 6.125% Notes due April 1, 2054, sold at 98.192% of par.

  2. What is the company using the proceeds for?

    The filing states the net 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, with redemptions expected on March 19 and March 25, 2024, respectively, at 100% of principal plus accrued interest.

  3. Are the Notes guaranteed by VICI Properties Inc.?

    No. The Notes are not guaranteed by VICI Properties Inc. or by any subsidiary of VICI LP as of the issue date, though certain subsidiaries may be required to guarantee them in the future under limited circumstances tied to the Credit Agreement.

  4. When can the Notes be redeemed at VICI LP's option?

    Before January 1, 2034 for the 2034 Notes and before October 1, 2053 for the 2054 Notes, redemption is available at the prices specified in the Indenture. On or after those dates, the Notes may be redeemed at 100% of principal plus accrued and unpaid interest.

  5. What key covenants apply to the Notes?

    The Indenture limits VICI LP's ability, subject to exceptions, to incur secured and unsecured debt and to consummate a merger, consolidation, or sale of substantially all assets. It also requires total unencumbered assets of at least 150% of total unsecured indebtedness.

04—Continue

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