01—Abstract
Summary
Summary of the 8-K filed March 27, 2025. 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 March 26, 2025 with Wells Fargo Securities, LLC, J.P.
Morgan Securities LLC, Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the underwriters, under which VICI LP agreed to issue and sell $400 milliona of 4.750% Senior Notes due 2028 and $900 million of 5.625% Senior Notes due 2035. The 2028 Notes are priced at 99.729% of par and the 2035 Notes at 99.219% of par. Interest is payable semi-annually on April 1 and October 1, beginning October 1, 2025, and the offering is expected to close April 7, 2025, subject to customary conditions.
VICI LP estimates net proceeds of approximately $1,280.7 millionb. VICI LP intends to use the net proceeds to repay $500.0 million of 4.375% senior notes due 2025, $799.4 million of 4.625% senior exchange notes due 2025, and $0.6 million of 4.625% 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. Because some underwriters or their affiliates hold the notes being repaid, they will receive a portion of the proceeds; if more than 5% of net proceeds go to any individual underwriter or its affiliates, the offering will follow FINRA Rule 5121.
The offering was made under an automatic shelf registration statement filed April 18, 2022, and a prospectus supplement dated March 26, 2025. Hogan Lovells US LLP issued a legality opinion dated March 27, 2025, filed as Exhibit 5.1.
The filing is signed by Samantha S. Gallagher, Executive Vice President, General Counsel and Secretary.
02—Key points
Key Highlights
- VICI LP agreed to sell $400 million of 4.750% Senior Notes due April 1, 2028, issued at 99.729% of par.
- VICI LP agreed to sell $900 million of 5.625% Senior Notes due April 1, 2035, issued at 99.219% of par.
- Estimated net proceeds of approximately $1,280.7 million after underwriting discounts and offering expenses.
- Proceeds are intended to repay $500.0 million of 4.375% notes due 2025, $799.4 million of 4.625% exchange notes due 2025, and $0.6 million of 4.625% notes due 2025.
- Offering is expected to close April 7, 2025, subject to customary closing conditions.
- Some underwriters or affiliates hold notes being repaid and will receive proceeds; FINRA Rule 5121 applies if any individual recipient receives more than 5% of net proceeds.
- Interest is payable semi-annually on April 1 and October 1, starting October 1, 2025.
03—Questions
Frequently Asked Questions
What securities were issued in this offering?
VICI Properties L.P. agreed to issue and sell $400 million aggregate principal amount of 4.750% Senior Notes due 2028 and $900 million aggregate principal amount of 5.625% Senior Notes due 2035, under an underwriting agreement dated March 26, 2025.
At what prices will the notes be issued?
The 2028 Notes will be issued at 99.729% of par value and the 2035 Notes at 99.219% of par value.
How will VICI use the proceeds?
VICI LP intends to use the net proceeds, estimated at $1,280.7 million, to repay $500.0 million of 4.375% senior notes due 2025, $799.4 million of 4.625% senior exchange notes due 2025, and $0.6 million of 4.625% senior notes due 2025, with any remaining amounts for general corporate purposes.
When are interest payments due and when do the notes mature?
Interest is payable semi-annually in arrears on April 1 and October 1 each year, beginning October 1, 2025. The 2028 Notes mature April 1, 2028 and the 2035 Notes mature April 1, 2035.
When is the offering expected to close?
The offering is expected to close on April 7, 2025, subject to the satisfaction of customary closing conditions.
04—Continue