Why did VICI LP issue these notes?

The filing states that the net proceeds will be used to repay $500.0 million of 4.375% notes due May 15, 2025, $799.4 million of 4.625% notes due June 15, 2025, and $0.6 million of 2025 MGP Notes at 4.625%.

What are the key terms of the new notes?

The 2028 Notes carry a 4.750% coupon and mature April 1, 2028, issued at 99.729% of par. The 2035 Notes carry a 5.625% coupon and mature April 1, 2035, issued at 99.219% of par. Interest is paid semi-annually on April 1 and October 1, starting October 1, 2025.

Are the notes guaranteed by VICI Properties Inc.?

No. The filing states the Notes are not guaranteed by VICI Properties Inc. and, as of the issue date, are not guaranteed by any subsidiary of VICI LP. Subsidiary guarantees may be required in the future if subsidiaries guarantee VICI LP's obligations under the Credit Agreement dated February 3, 2025.

When can VICI LP redeem the notes early?

The 2028 Notes may be redeemed at VICI LP's option before March 1, 2028 and the 2035 Notes before January 1, 2035, at the redemption prices specified in the Indenture. On or after those dates, they may be redeemed at 100% of principal plus accrued and unpaid interest.

What covenants apply to the notes?

The Indenture limits VICI LP's ability to incur secured and unsecured debt and to consummate a merger, consolidation, or sale of substantially all assets, and requires total unencumbered assets of at least 150% of total unsecured indebtedness. These covenants are subject to exceptions and qualifications.

VICI 8-K: Material Agreements & Financial Events

01—Abstract

Summary

Summary of the 8-K filed April 7, 2025. Cited figures are marked; the original filing is the authoritative source.

VICI Properties L.P., a subsidiary of VICI Properties Inc. (VICI), completed on April 7, 2025 an offering of $400,000,000^a aggregate principal amount of 4.750% Notes due 2028 and $900,000,000 aggregate principal amount of 5.625% Notes due 2035.

The 2028 Notes were issued 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 notes mature on April 1, 2028 and April 1, 2035, respectively. VICI LP intends to use the net proceeds to repay $500.0 million^b of 4.375% senior notes due May 15, 2025, $799.4 million of 4.625% senior exchange notes due June 15, 2025, and $0.6 million of 4.625% senior notes due 2025 (the 2025 MGP Notes).

The May and June 2025 maturity notes are expected to be redeemed on April 8, 2025 and the 2025 MGP Notes on April 26, 2025, each at 100%^c of principal plus accrued interest. The transaction effectively refinances near-term maturities into longer-dated debt.

The notes are unsecured obligations of VICI LP, not guaranteed by VICI Properties Inc. or any subsidiary as of issuance, though future subsidiary guarantees may be required under the Indenture if subsidiaries guarantee the Credit Agreement dated February 3, 2025. The notes benefit from a pledge of VICI LP limited partnership interests held by VICI Properties OP LLC, and the Indenture requires VICI LP to maintain total unencumbered assets of at least 150%^d of total unsecured indebtedness, along with limits on secured and unsecured debt and on mergers or asset sales.

02—Key points

Key Highlights

VICI LP completed $400.0 million of 4.750% notes due 2028 and $900.0 million of 5.625% notes due 2035 on April 7, 2025.
The 2028 Notes were issued at 99.729% of par and the 2035 Notes at 99.219% of par.
Proceeds are earmarked to repay $500.0 million of 4.375% notes maturing May 15, 2025 and $799.4 million of 4.625% notes maturing June 15, 2025, plus $0.6 million of 2025 MGP Notes.
Redemptions of the May and June 2025 notes are expected on April 8, 2025, and the 2025 MGP Notes on April 26, 2025, at 100% of principal plus accrued interest.
The notes are unsecured and rank equally with VICI LP's existing and future unsecured senior indebtedness, and are not guaranteed by VICI Properties Inc. as of issuance.
The notes are secured by a pledge of VICI LP limited partnership interests held by VICI Properties OP LLC.
The Indenture requires VICI LP to maintain total unencumbered assets of at least 150% of total unsecured indebtedness.

03—Questions

Frequently Asked Questions

Why did VICI LP issue these notes?
The filing states that the net proceeds will be used to repay $500.0 million of 4.375% notes due May 15, 2025, $799.4 million of 4.625% notes due June 15, 2025, and $0.6 million of 2025 MGP Notes at 4.625%.
What are the key terms of the new notes?
The 2028 Notes carry a 4.750% coupon and mature April 1, 2028, issued at 99.729% of par. The 2035 Notes carry a 5.625% coupon and mature April 1, 2035, issued at 99.219% of par. Interest is paid semi-annually on April 1 and October 1, starting October 1, 2025.
Are the notes guaranteed by VICI Properties Inc.?
No. The filing states the Notes are not guaranteed by VICI Properties Inc. and, as of the issue date, are not guaranteed by any subsidiary of VICI LP. Subsidiary guarantees may be required in the future if subsidiaries guarantee VICI LP's obligations under the Credit Agreement dated February 3, 2025.
When can VICI LP redeem the notes early?
The 2028 Notes may be redeemed at VICI LP's option before March 1, 2028 and the 2035 Notes before January 1, 2035, at the redemption prices specified in the Indenture. On or after those dates, they may be redeemed at 100% of principal plus accrued and unpaid interest.
What covenants apply to the notes?
The Indenture limits VICI LP's ability to incur secured and unsecured debt and to consummate a merger, consolidation, or sale of substantially all assets, and requires total unencumbered assets of at least 150% of total unsecured indebtedness. These covenants are subject to exceptions and qualifications.

04—Continue

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