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VICI Properties 8-K Report, Material Agreement (Feb 4, 2025)

Reports
Material Agreements·Financial Events·Exhibits & Filings
Filing Date
Filed February 4, 2025
Period End
February 3, 2025
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 February 4, 2025. Cited figures are marked; the original filing is the authoritative source.

VICI Properties Inc. and its operating partnership, VICI Properties L.P., disclosed in this Form 8-K (dated February 4, 2025) that on February 3, 2025 the Borrower, VICI Properties L.P., entered into a new Credit Agreement with Wells Fargo Bank, N.A., as administrative agent.

The new agreement provides a $2.5 billiona senior revolving credit facility maturing February 3, 2029. It replaces the Borrower's existing $2.5 billion revolving credit facility, which was scheduled to mature March 31, 2026 and was governed by an agreement dated February 8, 2022 with JPMorgan Chase Bank, N.A. as administrative agent. The Borrower terminated the Existing Credit Agreement on the Effective Date.

At closing, CAD 188,000,000 and Sterling 14,500,000 (approximately US$147.5 millionb based on exchange rates as of the Effective Date) were drawn under the new facility and used to repay outstanding obligations under the Existing Credit Agreement. The facility includes two six-month extension options (or one twelve-month option) subject to customary conditions and extension fees, and an accordion feature allowing revolving commitments to be increased by up to $1.0 billion (to $3.5 billion total) and the addition of term loans of up to $2.0 billion, both subject to lender participation. Pricing is SOFR plus a margin of 0.70% to 1.40%, or a base rate plus 0.00% to 0.40%, with the margin set by debt ratings and total leverage ratio.

A facility fee of 0.10%c to 0.30% applies to total commitments. The agreement includes financial maintenance covenants, including net total indebtedness to total asset value of not more than 60% (65% for up to four quarters after a material acquisition), a total EBITDA to total fixed charges ratio of at least 1.50 to 1.00, net secured indebtedness to total asset value of not more than 40%, net unsecured indebtedness to unencumbered property asset value of not more than 60% (65% temporarily after a material acquisition), and unencumbered net operating income to unsecured interest expense of at least 1.75 to 1.00.

02—Key points

Key Highlights

  1. New $2.5 billion senior revolving credit facility entered February 3, 2025 with Wells Fargo Bank, N.A. as administrative agent, maturing February 3, 2029.
  2. Replaced the existing $2.5 billion revolver, which was scheduled to mature March 31, 2026, and terminated the prior agreement on the Effective Date.
  3. Approximately US$147.5 million (CAD 188,000,000 and Sterling 14,500,000) was drawn at closing and used to repay obligations under the existing agreement.
  4. Accordion feature allows revolving commitments to rise by up to $1.0 billion (to $3.5 billion total) and addition of up to $2.0 billion in term loans, subject to lender participation.
  5. Pricing is SOFR plus 0.70% to 1.40%, or base rate plus 0.00% to 0.40%, based on debt ratings and total leverage; facility fee of 0.10% to 0.30%.
  6. Financial covenants include net total indebtedness to total asset value of no more than 60%, EBITDA to fixed charges of at least 1.50 to 1.00, and unencumbered NOI to unsecured interest expense of at least 1.75 to 1.00.
  7. Two six-month extension options (or one twelve-month option) are available, subject to customary conditions and extension fees.

03—Questions

Frequently Asked Questions

  1. What new financing did VICI Properties enter into?

    On February 3, 2025, VICI Properties L.P., the wholly owned operating subsidiary of VICI Properties Inc., entered into a $2.5 billion senior revolving credit facility with Wells Fargo Bank, N.A. as administrative agent, maturing February 3, 2029.

  2. What happened to the prior credit facility?

    The new Credit Agreement replaced the Borrower's existing $2.5 billion revolving credit facility, which was scheduled to mature March 31, 2026. The Borrower terminated that Existing Credit Agreement on the Effective Date, and the drawn amounts under it were repaid with proceeds from the new facility.

  3. How much was drawn under the new facility at closing?

    The filing states CAD 188,000,000 and Sterling 14,500,000, which in aggregate is approximately US$147.5 million based on exchange rates as of the Effective Date. These amounts were used to repay outstanding obligations under the Existing Credit Agreement.

  4. How is borrowing priced under the new facility?

    U.S. Dollar borrowings bear interest at SOFR plus a margin of 0.70% to 1.40%, or a base rate plus 0.00% to 0.40%, with the margin depending on the Borrower's debt ratings and total leverage ratio. A facility fee of 0.10% to 0.30% applies to total commitments.

  5. Can the facility be expanded or extended?

    Yes. Revolving commitments can be increased by up to $1.0 billion (for total of $3.5 billion), and up to $2.0 billion of term loans can be added, in each case if lenders agree. Two six-month extension options (or one twelve-month option) are available, subject to customary conditions and extension fees.

04—Continue

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