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VICI Properties 8-K Report, Material Agreement (Dec 19, 2024)

Reports
Material Agreements·Financial Events·Exhibits & Filings
Filing Date
Filed December 19, 2024
Period End
December 19, 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 December 19, 2024. Cited figures are marked; the original filing is the authoritative source.

On December 19, 2024, VICI Properties L.P.

(VICI LP), the operating partnership of VICI Properties Inc., completed its previously announced offering of $750,000,000a aggregate principal amount of 5.125% Notes due 2031. The Notes were issued at 99.643% of par value and pay interest semi-annually on May 15 and November 15, beginning May 15, 2025, with maturity on November 15, 2031. The Notes are unsecured and rank equally with VICI LP's existing and future unsecured, unsubordinated indebtedness.

They are not guaranteed by VICI Properties Inc. or by any subsidiary of VICI LP at issuance, though certain subsidiaries may be required to guarantee them in the future under limited circumstances tied to the Credit Agreement dated February 8, 2022. VICI LP intends to use the net proceeds to repay its outstanding $750.0 millionb of 3.500% senior notes due February 15, 2025 (the 2025 Notes), which it expects to redeem on December 20, 2024 at 100% of principal plus accrued interest. The Notes benefit from a pledge of the limited partnership interests of VICI LP held directly by VICI Properties OP LLC, which secures VICI LP's obligations under the Notes and the Indenture.

The Indenture contains covenants limiting VICI LP's ability, subject to exceptions, to incur secured and unsecured indebtedness and to consummate a merger, consolidation or sale of substantially all assets. It also requires VICI LP to maintain total unencumbered assets of at least 150%c of total unsecured indebtedness. The Notes may be redeemed at VICI LP's option before September 15, 2031 at the applicable redemption price in the Indenture, and at 100% of principal plus accrued interest on or after that date.

02—Key points

Key Highlights

  1. VICI LP completed a $750,000,000 offering of 5.125% Notes due November 15, 2031, issued at 99.643% of par value.
  2. Net proceeds are earmarked to repay the $750.0 million 3.500% senior notes due February 15, 2025, which are expected to be redeemed on December 20, 2024 at 100% of principal plus accrued interest.
  3. Interest is payable semi-annually on May 15 and November 15, beginning May 15, 2025.
  4. The Notes are unsecured, rank equally with VICI LP's existing and future unsecured, unsubordinated debt, and are secured by a pledge of VICI LP limited partnership interests held by VICI Properties OP LLC.
  5. The Notes are not guaranteed by VICI Properties Inc. or any subsidiary at issuance, but certain subsidiaries may be required to guarantee them in the future under limited circumstances.
  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, as well as mergers and 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 December 9, 2024 and a final prospectus supplement filed December 10, 2024.

03—Questions

Frequently Asked Questions

  1. How much debt did VICI LP issue and on what terms?

    VICI LP issued $750,000,000 aggregate principal amount of 5.125% Notes due November 15, 2031, at 99.643% of par value. Interest is paid semi-annually on May 15 and November 15, starting May 15, 2025.

  2. What will the proceeds be used for?

    VICI LP intends to use the net proceeds to repay its $750.0 million of 3.500% senior notes due February 15, 2025, which it expects to redeem on December 20, 2024 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. The Indenture may require certain subsidiaries to guarantee the Notes in the future if they guarantee VICI LP's obligations under the Credit Agreement.

  4. What protections do noteholders have?

    The Notes are secured by a pledge of VICI LP limited partnership interests held directly by VICI Properties OP LLC. The Indenture also limits secured and unsecured indebtedness and mergers or asset sales, requires total unencumbered assets of at least 150% of total unsecured indebtedness, and includes customary events of default.

  5. When can VICI LP redeem the Notes?

    Before September 15, 2031, the Notes may be redeemed at VICI LP's option at the applicable redemption price specified in the Indenture. On or after September 15, 2031, they may be redeemed at 100% of principal plus accrued and unpaid interest.

04—Continue

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