SC 13G/A 1 p18-0397sc13ga.htm VICI PROPERTIES INC.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 

VICI Properties Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

925652109

(CUSIP Number)
 

December 31, 2017

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 9 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 925652109 13G/APage 2 of 9 Pages

 

1

NAME OF REPORTING PERSON

Elliott Associates, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

2,311,061

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

2,311,061

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,311,061

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.9%

12

TYPE OF REPORTING PERSON

PN

         

 

 

 

CUSIP No. 925652109 13G/APage 3 of 9 Pages

 

 

1

NAME OF REPORTING PERSON

Elliott International, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands, British West Indies

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

4,911,001

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

4,911,001

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,911,001

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.0%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 925652109 13G/APage 4 of 9 Pages

 

 

1

NAME OF REPORTING PERSON

Elliott International Capital Advisors Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

4,911,001

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

4,911,001

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,911,001

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.0%

12

TYPE OF REPORTING PERSON

CO

         

 

 

CUSIP No. 925652109 13G/APage 5 of 9 Pages

This Schedule 13G reflects the beneficial ownership of the Reporting Persons (as defined below) as of December 31, 2017:

 

 

Item 1(a). NAME OF ISSUER
  VICI Properties Inc. (the “Issuer”)

 

Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
   
 

8329 W. Sunset Road, Suite 201

Las Vegas, Nevada 89113

 

Item 2(a). NAME OF PERSON FILING
   
  The names of the persons filing this statement on Schedule 13G are: Elliott Associates, L.P. and its wholly-owned subsidiaries (collectively, “Elliott Associates”), Elliott International, L.P. (“Elliott International”) and its wholly-owned subsidiaries and Elliott International Capital Advisors Inc. (“International Advisors” and collectively with Elliott Associates and Elliott International, the “Reporting Persons”).  Paul E. Singer (“Singer”), Elliott Capital Advisors, L.P., a Delaware limited partnership (“Capital Advisors”), which is controlled by Singer, and Elliott Special GP, LLC, a Delaware limited liability company (“Special GP”), which is controlled by Singer, are the general partners of Elliott Associates.  Hambledon, Inc. (“Hambledon”) is the general partner of Elliott International.  International Advisors is the investment manager for Elliott International.  International Advisors expressly disclaims equitable ownership of and pecuniary interest in any shares of Common Stock.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
 

The business address of Elliott Associates, International Advisors, Capital Advisors, Singer and Special GP is 40 West 57th Street, 30th Floor, New York, New York 10019.

   
  The business address of Elliott International and Hambledon is c/o Maples & Calder, P.O. Box 309, Ugland House, South Church Street, George Town, Cayman Islands, British West Indies.

 

Item 2(c). CITIZENSHIP
   
  Each of Elliott Associates and Capital Advisors is a limited partnership formed under the laws of the State of Delaware.
   
  Elliott International is a limited partnership formed under the laws of the Cayman Islands, British West Indies.
   
  International Advisors is a corporation formed under the laws of the State of Delaware.
   
  Special GP is a limited liability company formed under the laws of the State of Delaware.
   
  Hambledon is a corporation formed under the laws of the Cayman Islands, British West Indies.
   
  Singer is a U.S. citizen.

 

CUSIP No. 925652109 13G/APage 6 of 9 Pages

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Stock, par value $0.01 per share (“Common Stock”)

 

Item 2(e). CUSIP NUMBER
   
  925652109

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: ________________________________________

 

Item 4. OWNERSHIP
   
               Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
   
    (a) Amount beneficially owned:
       
      Elliott Associates individually beneficially owns 2,311,061 shares of Common Stock.
       

 

CUSIP No. 925652109 13G/APage 7 of 9 Pages

 

      Elliott International and International Advisors together beneficially own 4,911,001 shares of Common Stock through Cornelia Offshore Limited, a Cayman Islands limited company that is a wholly-owned subsidiary of Elliott International (“Cornelia”).
       
      Elliott Associates, Elliott International and International Advisors together beneficially own an aggregate of 7,222,062 shares of Common Stock.

 

    (b) Percent of class:
       
      The aggregate percentage of Common Stock reported owned by each person named herein is based upon 246,224,886 shares of Common Stock reported to be outstanding as of November 7, 2017, in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, filed with the Securities and Exchange Commission on November 3, 2017.
       
      Elliott Associates beneficially owned 0.9% of the outstanding shares of Common Stock.
       
      Elliott International and International Advisors owned approximately 2.0% of the outstanding shares of Common Stock.
       
      Elliott Associates, Elliott International and International Advisors’ aggregate beneficial ownership constituted approximately 2.9% of the outstanding shares of Common Stock.
       
    (c) Number of shares as to which such person has:
       
      (i) Sole power to vote or to direct the vote
        Elliott Associates has sole power to vote or direct the vote of 2,311,061 shares of Common Stock.
         
      (ii) Shared power to vote or to direct the vote
        Elliott International and International Advisors together have shared power to vote or direct the vote of 4,911,001 shares of Common Stock.
         
      (iii) Sole power to dispose or to direct the disposition of
        Elliott Associates has sole power to dispose or direct the disposition of 2,311,061 shares of Common Stock.
         
      (iv) Shared power to dispose or to direct the disposition of
        Elliott International and International Advisors together have shared power to dispose or direct the disposition of 4,911,001 shares of Common Stock.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: ý

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

 

CUSIP No. 925652109 13G/APage 8 of 9 Pages

 

   
  Not applicable.  

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  Elliott International holds 4,911,001 shares of Common Stock through Cornelia.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  See Exhibit A of the Schedule 13G filed with the Securities and exchange Commission on October 16, 2017.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.

 

Item 10. CERTIFICATION

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP No. 925652109 13G/APage 9 of 9 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 14, 2018

 

ELLIOTT ASSOCIATES, L.P.    
By: Elliott Capital Advisors, L.P., as General Partner    
By: Braxton Associates, Inc., as General Partner    
     
     
/s/ Elliot Greenberg    
Name: Elliot Greenberg    
Title: Vice President    
     
ELLIOTT INTERNATIONAL, L.P.    
By: Elliott International Capital Advisors Inc., as Attorney-in-Fact    
     
     
/s/ Elliot Greenberg    
Name: Elliot Greenberg    
Title: Vice President    
     
ELLIOTT INTERNATIONAL CAPITAL ADVISORS    
INC.    
     
     
/s/ Elliot Greenberg    
Name: Elliot Greenberg    
Title: Vice President