01—Abstract
Summary
Summary of the 8-K filed December 10, 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 dated December 9, 2024 with J.P.
Morgan Securities LLC, Wells Fargo Securities, LLC, Barclays Capital Inc. and Deutsche Bank Securities Inc. as representatives of the underwriters. Under the agreement, VICI LP agreed to issue and sell $750 milliona aggregate principal amount of 5.125% Senior Notes due November 15, 2031. The notes will be issued at 99.643% of par, with interest payable semi-annually on May 15 and November 15, beginning May 15, 2025.
VICI LP estimates net proceeds of approximately $740.1 millionb after underwriting discounts and offering expenses, with closing expected on December 19, 2024, subject to customary conditions. VICI LP intends to use the net proceeds to repay its outstanding $750.0 million of 3.500% senior notes due 2025, with any remaining proceeds for general corporate purposes, including property acquisitions and improvements, capital expenditures, working capital and debt repayment or refinancing. The filing notes that some underwriters or their affiliates may hold the 2025 Notes or other VICI indebtedness and could receive more than 5% of the net proceeds of the offering.
The offering was made under an automatic shelf registration statement filed April 18, 2022, with a prospectus supplement dated December 9, 2024. The filing also includes a legality opinion from Hogan Lovells US LLP dated December 10, 2024, filed as Exhibit 5.1. The transaction is primarily a refinancing of the 2025 Notes, extending the maturity profile to 2031.
02—Key points
Key Highlights
- VICI LP agreed to issue and sell $750 million of 5.125% Senior Notes due November 15, 2031 under an underwriting agreement dated December 9, 2024.
- The notes are priced at 99.643% of par, with semi-annual interest payments on May 15 and November 15, beginning May 15, 2025.
- Estimated net proceeds are approximately $740.1 million after underwriting discounts and offering expenses.
- Proceeds are intended to repay the $750.0 million outstanding 3.500% senior notes due 2025, with any remainder for general corporate purposes.
- Some underwriters or their affiliates may receive more than 5% of net proceeds if they hold the 2025 Notes or other VICI indebtedness being repaid.
- The offering closing is expected on December 19, 2024, subject to customary closing conditions.
- The offering was made under an automatic shelf registration statement filed April 18, 2022 and a prospectus supplement dated December 9, 2024.
03—Questions
Frequently Asked Questions
What securities were issued in this offering?
VICI Properties L.P. agreed to issue and sell $750 million aggregate principal amount of 5.125% Senior Notes due November 15, 2031, at 99.643% of par value.
How will VICI use the proceeds?
VICI LP intends to use the net proceeds to repay its $750.0 million of 3.500% senior notes due 2025, with any remaining proceeds for general corporate purposes, which may include property acquisitions and improvements, capital expenditures, working capital, and repayment or refinancing of indebtedness.
What are the estimated net proceeds and when is the closing?
Estimated net proceeds are approximately $740.1 million after underwriting discounts and offering expenses. The offering is expected to close on December 19, 2024, subject to customary closing conditions.
When do the notes pay interest?
Interest is payable semi-annually in arrears on May 15 and November 15 of each year, commencing May 15, 2025.
Could underwriters benefit from the use of proceeds?
Yes. If underwriters or their affiliates hold the 2025 Notes or other VICI indebtedness, they will receive a portion of the net proceeds used to repay those obligations, and more than 5% of the net proceeds may go to such underwriters and affiliates.
04—Continue