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VICI Properties 8-K Report, Corporate Update (May 6, 2024)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed May 6, 2024
Period End
May 6, 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 May 6, 2024. Cited figures are marked; the original filing is the authoritative source.

On May 6, 2024, VICI Properties Inc. and its operating partnership VICI Properties OP LLC entered into an Equity Distribution Agreement with a group of 19 managers and 17 forward purchasers, allowing up to an aggregate gross sales price of $2.0 billiona of common stock to be offered and sold from time to time.

Upon entering the agreement, VICI terminated its prior at-the-market offering program, under which approximately $551.5 millionb of common stock remained unsold at the time of termination. Sales may be made as at-the-market offerings on the New York Stock Exchange, in privately negotiated transactions (including block trades), or as principal sales to managers under separate terms agreements. The company may also enter into forward sale agreements, under which the relevant forward seller borrows and sells shares.

The company expects to fully physically settle forward agreements, but it may elect cash or net-share settlement, which could result in no proceeds or an obligation to deliver cash or shares. Net proceeds are intended to be contributed to VICI OP to fund its acquisition, development and improvement pipeline, origination and funding of real estate-secured loans, and general corporate purposes, including capital expenditures, working capital, and repayment or refinancing of indebtedness. Manager compensation is a mutually agreed commission not exceeding 2.0%c of gross sales prices.

The offering is made under a prospectus supplement filed May 6, 2024, and a base prospectus dated April 18, 2022, under shelf registration statement Form S-3 (No. 333-264352). The filing also includes the form of forward sale confirmation as Exhibit 99.1 and the legal opinion of Hogan Lovells US LLP as Exhibit 5.1.

02—Key points

Key Highlights

  1. Equity Distribution Agreement authorizes up to $2.0 billion aggregate gross sales price of VICI common stock ($0.01 par value) to be offered and sold through 19 managers and 17 forward purchasers.
  2. The new agreement replaces VICI's prior at-the-market program, which had approximately $551.5 million of common stock unsold at termination.
  3. Sales may occur as at-the-market offerings on the NYSE, in privately negotiated transactions including block trades, or as principal sales to managers.
  4. Forward sale agreements are contemplated, with the company expecting full physical settlement but retaining the option of cash or net-share settlement.
  5. Net proceeds are to be contributed to VICI OP to fund its acquisition, development and improvement pipeline, real estate-secured loan origination, and general corporate purposes including repayment or refinancing of indebtedness.
  6. Manager commissions will not exceed 2.0% of the gross sales price of shares sold through them as sales agents.

03—Questions

Frequently Asked Questions

  1. How much common stock can VICI sell under this agreement?

    Up to an aggregate gross sales price of $2,000,000,000 of common stock, and the offering terminates once that amount is sold or the agreement is terminated.

  2. What happened to VICI's previous at-the-market program?

    VICI terminated its prior at-the-market offering program upon entering the new Equity Distribution Agreement. Approximately $551.5 million of common stock remained unsold under that program at termination.

  3. How will VICI use the proceeds?

    The company intends to contribute net proceeds to VICI OP for use in its ongoing business, including funding its acquisition, development and improvement pipeline, origination and funding of real estate-secured loans, and general corporate purposes such as capital expenditures, working capital, and repayment or refinancing of indebtedness.

  4. What fees will be paid to the managers?

    Each manager will receive a mutually agreed commission that will not exceed 2.0% of the gross sales price of common stock sold through it as sales agent. Forward sellers receive a commission in the form of a reduction to the initial forward price, also not exceeding 2.0%.

  5. Will VICI always receive cash proceeds from forward sales?

    Not necessarily. VICI expects to physically settle forward sale agreements for cash, but it may elect cash or net-share settlement. Under cash settlement it may receive no proceeds and may owe cash, and under net-share settlement it receives no cash proceeds and may owe shares.

04—Continue

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