UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 22, 2018 (January 22, 2018)
VICI Properties Inc.
(Exact Name of Registrant as Specified in its Charter)
Maryland | 000-55791 | 81-4177147 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
8329 W. Sunset Road, Suite 210
Las Vegas, Nevada 89113
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (702) 820-3800
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. | Other Events. |
Launch of Initial Registered Public Offering
On January 22, 2018, VICI Properties Inc. (the Company) announced the launch of an initial registered public offering of its shares of common stock. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Notice of Optional Redemption
On January 22, 2018, VICI Properties 1 LLC (VICI PropCo), a wholly-owned subsidiary of the Company, and its wholly owned subsidiary VICI FC Inc. (VICI FC, and, together with VICI PropCo, the Issuers), gave notice of the election of the Issuers to exercise their option under the indenture, dated as of October 6, 2017 (the Indenture), governing the 8.0% Second-Priority Senior Secured Notes due 2023 of the Issuers (the Notes), to redeem (the Redemption) on February 21, 2018 (the Redemption Date) approximately $268.4 million of the original aggregate principal amount of the Notes at a redemption price (the Redemption Price) equal to 108% of the principal amount of such Notes, plus any accrued and unpaid interest on such Notes as of the Redemption Date. The Redemption is conditioned upon receipt by VICI PropCo of the proceeds of the initial registered public offering of the shares of common stock of the Company in an amount sufficient to pay the Redemption Price on or before the Redemption Date, and to pay certain related fees and expenses.
The information contained in this Item 8.01, including Exhibit 99.1, does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities of the Company.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description | |
99.1 | Press release, dated January 22, 2018 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized
VICI PROPERTIES INC. | ||||||
Date: January 22, 2018 | By: | /s/ KENNETH J. KUICK | ||||
Kenneth J. Kuick | ||||||
Senior Vice President and Chief Accounting Officer |
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Exhibit 99.1 |
VICI PROPERTIES INC. LAUNCHES INITIAL REGISTERED PUBLIC OFFERING
LAS VEGAS, NEVADA - January 22, 2018 VICI Properties Inc. (VICI Properties or the Company) today announced the launch of its initial registered public offering of 50,000,000 shares of common stock. The initial public offering price is expected to be between $19.00 and $21.00 per share. In addition, the Company granted to the underwriters a 30-day overallotment option to purchase up to an additional 7,500,000 shares of common stock. The common stock has been approved for listing, subject to official notice of issuance, on the New York Stock Exchange under the symbol VICI.
VICI Properties expects to use the net proceeds of the offering to pay down the indebtedness outstanding under its revolving credit facility, redeem a portion of its 8.0% second-priority senior secured notes due 2023, repay a portion of the indebtedness outstanding under its term loan B facility and pay related fees and expenses; the remainder, if any, of the net proceeds will be used for general business purposes.
Morgan Stanley, Goldman Sachs & Co. LLC and BofA Merrill Lynch are acting as joint book-running managers and as representatives of the underwriters for the proposed offering. Barclays, Citigroup and Deutsche Bank Securities are serving as bookrunners. Credit Suisse, UBS Investment Bank, Stifel, Citizens Capital Markets, Wells Fargo Securities, Nomura and Union Gaming are acting as co-managers for the offering.
The offering is being made only by means of a preliminary prospectus dated January 22, 2018, a copy of which may be obtained from Morgan Stanley, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282 (telephone: (866) 471-2526 or email: prospectus-ny@ny.email.gs.com); BofA Merrill Lynch, Attention: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte NC 28255-0001 (email: dg.prospectus_requests@baml.com); Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (telephone: (888) 603-5847 or email: Barclaysprospectus@broadridge.com); Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (telephone: (800) 831-9146); and Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, NY 10005, (telephone: (800) 503-4611 or email: prospectus.CPDG@db.com). A copy of the preliminary prospectus may also be obtained free of charge from the SECs website at www.sec.gov.
A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission, but has not yet become effective. These securities may not be sold nor may offers to buy these securities be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About VICI Properties
VICI Properties is an owner, acquirer and developer of experiential real estate assets across leading gaming, hospitality, entertainment and leisure destinations. Our national, geographically diverse portfolio consists of 20 market-leading properties, including Caesars Palace Las Vegas and Harrahs Las Vegas, two of the most iconic entertainment facilities on the Las Vegas Strip. Across more than 36 million square feet, our well-maintained properties are located in nine states, contain nearly 14,000 hotel rooms and feature over 150 restaurants, bars and nightclubs. Its properties are leased to leading brands such as Caesars, Horseshoe, Harrahs and Ballys, which seek to drive consumer loyalty and value through superior services, experiences, products and continuous innovation. VICI Properties also owns four championship golf courses and approximately 34 acres of undeveloped land adjacent to the Las Vegas Strip. VICI Properties intends to establish itself as a leading REIT, creating long term total returns for its stockholders through the payment of consistent cash distributions and the growth of its cash flow and asset base.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of the words assumes, believes, estimates, expects, guidance, intends, plans, projects, and similar expressions that do not relate to historical matters. All statements other than statements of historical fact are forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors which are, in some cases, beyond the Companys control and could materially affect actual results, performance, or achievements. Important risk factors that may affect the Companys business, prospects, results of operations and financial position are discussed in its preliminary prospectus dated January 22, 2018. The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required by applicable law.