VICI Properties (VICI) 8-KEntry into a Material Definitive Agreement

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): December 19, 2024

VICI Properties Inc.

VICI Properties L.P.

(Exact Name of Registrant as Specified in its Charter)

535 Madison Avenue, 28th Floor

New York, New York 10022

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (646) 949-4631

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:

Securities registered pursuant to Section 12(b) of the Act:

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).

VICI Properties Inc. ¨ Emerging growth company

VICI Properties L.P. ¨ 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.

VICI Properties Inc. ¨

VICI Properties L.P. ¨

On December 19, 2024, VICI Properties L.P., a Delaware limited partnership (“VICI LP”), completed the previously announced offering of $750,000,000 aggregate principal amount of 5.125% Notes due 2031 (the “Notes”).

VICI LP intends to use the net proceeds from the offering to repay its outstanding $750.0 million in aggregate principal amount of 3.500% senior notes due 2025 (the “2025 Notes”). VICI LP expects to redeem the 2025 Notes on December 20, 2024 at a redemption price equal to 100% of the principal amount of the 2025 Notes to be redeemed, plus accrued interest to the redemption date. The 2025 Notes bear interest at 3.500% per annum and mature on February 15, 2025.

The Notes were issued pursuant to an Indenture, dated as of April 29, 2022 (the “Base Indenture”), between VICI LP, as issuer, and UMB Bank, National Association, as trustee (the “Trustee”), as supplemented by a Third Supplemental Indenture, dated as of December 19, 2024 (the “Third Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between VICI LP and the Trustee.

The Notes were issued at 99.643% of par value with a coupon of 5.125% per annum.

Interest on the Notes is payable semi-annually in arrears on May 15 and November 15 of each year, commencing on May 15, 2025.

The Notes will mature on November 15, 2031. The Notes are VICI LP’s unsecured and unsubordinated obligations and rank equally in right of payment with all of VICI LP’s existing and future unsecured and unsubordinated indebtedness.

The Notes are not guaranteed by VICI Properties Inc., a Maryland corporation (the “Company”). As of the issue date, the Notes are not guaranteed by any subsidiary of VICI LP. However, under limited circumstances, the Indenture requires certain of VICI LP’s subsidiaries to guarantee the obligations under the Notes in the future if, and for so long as, any such subsidiary guarantees VICI LP’s obligations under the Credit Agreement, dated as of February 8, 2022, among VICI LP, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as it may be amended from time to time.

Prior to September 15, 2031 (two months prior to the maturity date), the Notes may be redeemed at VICI LP’s option, in whole or in part, at the applicable redemption price specified in the Indenture. In addition, on or after September 15, 2031 (two months prior to the maturity date), the Notes may be redeemed at VICI LP’s option, in whole or in part, at a price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

The Notes also benefit from a pledge of the limited partnership interests of VICI LP directly owned by VICI Properties OP LLC, a Delaware limited liability company (“VICI OP”, and such pledge, the “Limited Equity Pledge”). The Limited Equity Pledge secures the payment and performance when due of all of the obligations of VICI LP under the Notes and the Indenture.

The Indenture contains certain covenants that, among other things, limit the ability of VICI LP, subject to exceptions, to incur secured and unsecured indebtedness and to consummate a merger, consolidation or sale of all or substantially all of its assets. In addition, the Indenture requires VICI LP to maintain total unencumbered assets of at least 150% of total unsecured indebtedness. These covenants are subject to a number of important exceptions and qualifications. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become due and payable.

The foregoing description is a summary of the terms of the Indenture and the Notes and does not purport to be complete. The foregoing description is qualified in its entirety by reference to the full text of the Base Indenture and the Third Supplemental Indenture (including the forms of Notes), copies of which are attached hereto as Exhibits 4.1 through 4.3 and incorporated herein by reference.

The offering was made pursuant to an automatic shelf registration statement filed with the Securities and Exchange Commission (the “SEC”) on April 18, 2022  (File No. 333-264352-01) by the Company and VICI LP, and a base prospectus, dated April 18, 2022, a related preliminary prospectus supplement filed with the SEC on December 9, 2024, and a related final prospectus supplement filed with the SEC on December 10, 2024 by VICI LP pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

The disclosure under Item 1.01 is incorporated herein by reference.

(d) Exhibits

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.