UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 2.01. | Completion of Acquisition or Disposition of Assets. |
Explanatory Note
This Current Report on Form 8-K is being filed in connection with the consummation on September 20, 2019 of the acquisition of the casino-entitled land and real estate and related assets of JACK Cincinnati Casino, located in Cincinnati, Ohio (“JACK Cincinnati”) by VICI Properties Inc., a Maryland corporation (the “Company”), through its wholly owned subsidiary, VICI Properties L.P. (the “Operating Partnership”) and the Operating Partnership’s wholly owned subsidiary, Cincinnati Propco LLC ( “Cincinnati Buyer”), following the acquisition on May 23, 2019 of the land and real estate assets of the Greektown Casino-Hotel, located in Detroit, Michigan (“Greektown” and, together with JACK Cincinnati, the “Properties”) by the Company through the Operating Partnership and a wholly owned subsidiary. While the acquisition of JACK Cincinnati and Greektown are each individually insignificant to the Company for purposes of the reporting requirements of Form 8-K, the Properties may be considered to be related properties and significant in the aggregate.
Completion of Purchases of JACK Cincinnati and Greektown
On September 20, 2019, the Company, through the Operating Partnership and Cincinnati Buyer, completed the transactions contemplated by (a) an Equity Purchase Agreement, dated as of April 5, 2019 by and among Jack Ohio Finance LLC, an affiliate of JACK Entertainment LLC (the “Cincinnati Seller”), and the Operating Partnership (the “JACK Cincinnati Equity Purchase Agreement”) and (b) a Transaction Agreement, dated as of April 5, 2019 by and among the Cincinnati Seller, Jack Ohio LLC, HR Cincinnati, LLC, the Operating Partnership and Seminole HR Holdings, LLC (the “JACK Cincinnati Transaction Agreement”), pursuant to which the Cincinnati Seller sold the membership interests of a wholly owned indirect subsidiary that owned JACK Cincinnati to the Cincinnati Buyer (the “Cincinnati Property Purchase”) for $558.25 million in cash. Simultaneous with the closing of the Cincinnati Property Purchase, the Company entered into a triple-net lease agreement with respect to JACK Cincinnati with a subsidiary of Hard Rock International.
The foregoing descriptions of the JACK Cincinnati Equity Purchase Agreement and the JACK Cincinnati Transaction Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the JACK Cincinnati Equity Purchase Agreement and the JACK Cincinnati Transaction Agreement, copies of which are filed as Exhibits 2.1 and 2.2 hereto, respectively, and incorporated herein by reference.
As previously reported by the Company, on May 23, 2019, the Company, through the Operating Partnership and a wholly owned subsidiary, acquired the real estate assets associated with Greektown from an affiliate of JACK Entertainment LLC for $700.0 million in cash and, simultaneous with the closing, entered into a triple-net lease agreement with respect to Greektown with a subsidiary of Penn National Gaming, Inc.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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Description | |||
| 2.1 |
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| 2.2 |
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| 2.3 |
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| 2.4 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
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: September 25, 2019 |
By: |
/s/ SAMANTHA S. GALLAGHER | ||||
| Samantha S. Gallagher | ||||||
| Executive Vice President, General Counsel and Secretary |